Tianfeng Securities Co.Ltd(601162)
About Shenzhen Center Power Tech.Co.Ltd(002733)
Continuously supervise the 2021 on-site inspection report
Name of the sponsor: Tianfeng Securities Co.Ltd(601162) abbreviation of the sponsored company: Shenzhen Center Power Tech.Co.Ltd(002733)
Name of sponsor representative: Wu Li Tel.: 13146829319
Name of sponsor representative: Zheng Xu Tel: 18918229188
Name of on-site inspector: Zheng Xu, Zhang Zengqiang corresponding period of on-site inspection: January December 2021
On site inspection time: December 28-30, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means: Interview directors, supervisors, senior managers and relevant personnel of listed companies; Consult, copy and record relevant documents, original vouchers and other materials or objective conditions.
1. Whether the articles of association and corporate governance system are complete and compliant
2. Whether the articles of association and the rules of the third board of directors have been effectively implemented is
3. Whether the minutes of the third meeting are complete, and what are the requirements such as time, place, attendees and meeting content
Whether it is complete and whether the meeting materials are kept completely
4. Whether the resolution of the third meeting is signed and confirmed by the relevant personnel attending the meeting yes
5. Whether the directors, supervisors and senior managers of the company are in accordance with relevant laws, administrative regulations, departmental rules and normative documents
And the relevant business rules of the exchange
6. In case of major changes in the directors, supervisors and senior management of the company, whether they have fulfilled the corresponding procedures and information disclosure obligations is
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled the corresponding procedures and inapplicable information disclosure obligations
8. Whether the company's personnel, assets, finance, organization, business and other aspects are independent or not
9. Whether there is no horizontal competition between the company and the controlling shareholder and the actual controller is
(II) on site inspection means of internal control: Interview directors, supervisors, senior managers and internal audit department personnel of listed companies; Consult and copy relevant documents, original vouchers and other materials or objective conditions.
1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations (if applicable)
(used)
2. Whether to establish an internal audit system and establish an internal audit department within 6 months after the listing of the shares
Door (if applicable)
3. Is the composition of the internal audit department and the audit committee compliant (if applicable)
4. Does the audit committee hold meetings at least once a quarter to consider the reports submitted by the internal audit department
Work plan and report (if applicable)
5. Does the audit committee report the progress of internal audit work to the board of directors at least quarterly
Quality and major problems found (if applicable)
6. Does the internal audit department report to the audit committee at least once a quarter
Implementation of the plan and problems found in the internal audit (if applicable)
7. Does the internal audit department conduct at least quarterly audit on the deposit and use of raised funds
One audit (if applicable)
8. Does the internal audit department report to the audit committee within two months before the end of each fiscal year
Submit the next annual internal audit work plan (if applicable)
9. Whether the internal audit department submits the annual internal audit work report to the audit committee within two months after the end of each fiscal year (if applicable)
10. Is it true that the internal audit department submits an internal control evaluation to the audit committee at least once a year
Report (if applicable) 11 Whether a complete and compliant internal control system has been established for matters such as venture capital, entrusted financial management and hedging business (III) on site inspection means of information disclosure: interviews with directors, supervisors, senior managers and relevant personnel of listed companies; Inspect the main production, operation and management sites of the listed company; Consult, copy, record and photograph relevant documents, original vouchers and other materials or objective conditions.
1. Is the disclosed announcement consistent with the actual situation
2. Whether the contents disclosed by the company are complete
3. Whether the disclosed matters of the company have not undergone significant changes or made important progress
4. Whether there are no major events that should be disclosed but have not been disclosed
5. Whether the transmission, disclosure process and confidentiality of major information comply with the company's information disclosure management
Relevant provisions of management system
6. Whether the investor relations activity record form is published on the interactive website of the exchange in time is not applicable
(IV) on site inspection on the establishment and implementation of a long-term mechanism to protect the company's interests from infringement means: interviews with directors, supervisors, senior managers and relevant personnel of listed companies; Consult and copy relevant documents, original vouchers and other materials or objective conditions.
1. Whether there is a system to prevent controlling shareholders, actual controllers and their affiliates from directly or indirectly occupying
System of using funds or other resources of listed companies
2. Whether the controlling shareholders, actual controllers and their affiliates do not have direct or indirect occupation
Capital or other resources of the municipal company
3. Whether the review procedures of related party transactions are compliant and fulfill the corresponding information disclosure obligations is
4. Is the price of related party transactions fair
5. Whether there is no related party transaction that is not related
6. Whether the external guarantee review procedure is compliant and has fulfilled the corresponding information disclosure obligations is not applicable
7. It is not applicable whether the guaranteed party has no deterioration of its financial situation or failure to pay off the guaranteed debt when due
8. If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding approval process, inapplicable procedures and disclosure obligations have been fulfilled again (V) on site inspection means for the use of raised funds: visit the implementation site of the investment project with raised funds, and consult, copy, record and photograph relevant documents, original vouchers and other materials or objective conditions.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place
2. Whether the three-party supervision agreement for raised funds is effectively implemented
3. Whether the raised funds are not occupied by a third party or entrusted for financial management in violation of regulations
4. Whether there is no unauthorized change in the purpose of raised funds and temporary replenishment of liquidity without performing the review procedures
Capital replacement, advance investment, change of implementation location, etc
5. Use idle raised funds to supplement working capital temporarily and change the investment direction of raised funds to permanent
Replenish working capital or use over raised funds to replenish working capital or repay bank loans
, whether the company has not made venture capital investment during the commitment period
The use progress of the company's raised funds lags behind by 6 Whether the use of raised funds is consistent with the disclosed situation, whether the project progress and investment benefits are consistent with the expected prospectus, etc, Mainly because the development trend of the industry is weaker than expected To
7. Whether there are no major risks during the implementation of the project with raised funds
(VI) on site inspection means of performance: Interview directors, supervisors, senior managers and relevant personnel of listed companies; Consult, copy and record relevant documents, original vouchers and other materials or objective conditions; Check the operation of Listed Companies in the same industry.
1. Whether there are significant fluctuations in performance
2. Is there a reasonable explanation for the sharp fluctuation of performance
3. Compared with comparable companies in the same industry, is there no obvious abnormality in the company's performance
(VII) on site inspection means of the company and shareholders' commitment performance: interview the directors, supervisors, senior managers and controlling shareholders of the listed company to understand the commitment performance, and compare the commitments of the company and relevant shareholders in the IPO prospectus; Consult and copy relevant documents, original vouchers and other materials or objective conditions.
1. Whether the company has fully fulfilled relevant commitments yes
2. Whether the company's shareholders have fully fulfilled relevant commitments is
(VIII) on site inspection means for other important matters: Interview directors, supervisors, senior managers and relevant personnel of listed companies; Consult, copy and record relevant documents, original vouchers and other materials or objective conditions.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed is
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed, not applicable
3. Whether large capital transactions have real transaction background and reasonable reasons, not applicable
4. Whether there are no significant changes or risks in the process of major investment or performance of major contracts
5. Is there no significant change or risk in the company's production and operation environment
6. Whether the problems found by the regulatory authorities and the sponsor in the early stage have been rectified according to the relevant requirements. II. Problems and explanations found in the on-site inspection
The company achieved a year-on-year increase of 28.8% in revenue from the first to third quarters of 2021, and realized the net profit attributable to the parent company
The profit was - 42.94 million yuan, a year-on-year decrease of - 684%. It is mainly affected by the epidemic situation, the rise of raw material costs and the decline of product gross profit margin; The investment progress of the company's raised funds was later than expected, mainly due to the weaker than expected development trend of the industry.
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(there is no text on this page, which is the signature page of Tianfeng Securities Co.Ltd(601162) on Shenzhen Center Power Tech.Co.Ltd(002733) continuous supervision 2021 annual on-site inspection report)
Sponsor representative:
Wu Li, Zheng Xu
Sponsor
