Citic Securities Company Limited(600030)
About Welle Environmental Group Co.Ltd(300190)
2021 continuous supervision and regular on-site inspection report
Name of the sponsor: Citic Securities Company Limited(600030) abbreviation of the sponsor: Welle Environmental Group Co.Ltd(300190)
Name of sponsor representative: Yang Ling Tel.: 02120262231
Name of sponsor representative: Wang Qiaoqiao Tel: 02583261253
Name of on-site inspector: Wang Qiaoqiao corresponding period of on-site inspection: 2021
On site inspection time: March 30, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: (I) interview the management and relevant personnel of the listed company; (II) check the company’s public information disclosure documents; (III) review the relevant documents of the three meetings of the company, including meeting notice, proposal, vote, meeting minutes, resolution, etc; (IV) consult the articles of association, the rules of the third board of directors and the specific contents and implementation of various corporate governance systems.
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, whether the time, place, attendees and contents of the meeting are 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 executives of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, normative documents and relevant business rules of the exchange 6 If the directors, supervisors and senior managers of the company have made significant changes, whether they have fulfilled the corresponding procedures and information disclosure obligations
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled the applicable procedures and 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: (I) consult the relevant meeting documents of the special committee of the board of directors of the company; (II) consult various internal control systems formulated by the company; (III) review the internal control self-evaluation report issued by the company and the internal control assurance report issued by the accountant. 1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations
(if applicable)
2. Whether the internal audit system and internal audit department (if applicable) are established within 6 months after the listing of shares 3 Whether the composition of the internal audit department and the audit committee is compliant (if applicable) is 4 Whether the audit committee meets at least once a quarter to consider the work plan and report submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the internal audit progress, quality and major problems found to the board of directors at least once a quarter (if applicable) 6 Whether the internal audit department reports the implementation of the internal audit work plan and the problems found in the internal audit work to the audit committee at least quarterly is (if applicable) 7 Whether the internal audit department conducts an audit on the storage and use of raised funds at least once a quarter (if applicable) 8 Whether the internal audit department submits the internal audit work plan for the next year to the audit committee within two months before the end of each fiscal year (if applicable) 9 Whether the internal audit department submits the annual internal audit report to the audit committee within two months after the end of each fiscal year (if applicable) 10 Does the internal audit department submit an internal control evaluation report to the audit committee at least once a year (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: (I) check the information documents publicly disclosed by the company; (II) consult the record form of investor relations activities of the company and relevant documents, and compare the contents with the interactive website of the exchange; (III) review the relevant systems of the company’s information disclosure.
1. Whether the announcement disclosed by the company is consistent with the actual situation
2. Whether the contents disclosed by the company are complete or not
3. Whether the disclosed matters of the company have not undergone significant changes or made important progress
4. Whether there are no major matters that should be disclosed but not disclosed
5. Whether the transmission, disclosure process and confidentiality of major information comply with the relevant provisions of the company’s information disclosure management system 6 Whether the investor relations activity record form is published on the interactive website of the exchange in time is (IV) the on-site inspection means for the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement: (I) consult various internal control systems formulated by the company; (II) check whether the controlling shareholders and actual controllers in the company’s financial system have records of embezzling the resources of the listed company; (III) consult the information disclosure documents published by the company. 1. Whether a system has been established to prevent the controlling shareholders, actual controllers and their affiliates from directly or indirectly occupying the funds or other resources of the listed company 2 Whether the controlling shareholders, actual controllers and their affiliates do not directly or indirectly occupy the funds or other resources of the listed company 3 Whether the review procedures of related party transactions comply with the relevant information disclosure obligations
4. Is the price of related party transactions fair
5. Whether there is no situation of non affiliated transactions
6. Whether the external guarantee review procedure is compliant and has fulfilled the corresponding information disclosure obligations is 7 Whether the guaranteed party does not have the situation of deterioration of financial status, failure to pay off the guaranteed debt at maturity, etc
8. If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding inapplicable approval procedures and disclosure obligations have been fulfilled again (V) on-site inspection methods for the use of raised funds: (I) interview the management and relevant personnel of the listed company; (II) inquire the deposit bank of the raised funds to understand the use of the raised funds of the company; (III) check the relevant vouchers and rationality of the use of the company’s raised funds; (IV) consult the information disclosure documents published by the company; (V) consult the use plan of raised funds formulated by the company.
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 case of changing the purpose of raised funds without fulfilling the review procedures, temporarily replenishing working capital, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily replenish working capital and invest the raised funds in change
In case of more permanent replenishment of working capital or replenishment of working capital with over raised funds or repayment of bank loans by inapplicable persons, whether the company has not made venture capital investment during the commitment period 6 Whether the use of raised funds is consistent with the disclosed situation, and whether the project progress and investment benefits are consistent with the prospectus
7. Whether there are no major risks during the implementation of the project with raised funds is
(VI) on site inspection means of performance: (I) consulting the company’s regular financial reports and continuously tracking the development of the industry; (II) learn about the company’s financial situation from the personnel of the company’s financial department.
1. Whether there are significant fluctuations in performance? No
2. Is there a reasonable explanation for the large fluctuation of performance not applicable
3. Compared with comparable companies in the same industry, whether there is no obvious abnormality in the company’s performance is (VII) on-site inspection means of the company and shareholders’ commitment performance: (I) check the relevant commitments and performance made by the company and shareholders; (II) consult the company’s public information disclosure documents.
1. Whether the company has fully fulfilled relevant commitments is
2. Whether the shareholders of the company have fully fulfilled relevant commitments is
(VIII) on site inspection means for other important matters: obtain relevant system documents of the company and consult the company’s public information disclosure documents.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed is
2. Whether the provision of financial assistance is legal and compliant, and truthfully disclosed, not applicable
3. Whether there is real transaction background and reasonable reasons for large capital transactions
4. Whether there are no significant changes or risks in the process of major investment or the performance of major contracts
5. Is there no significant change or risk in the company’s production and operation environment
6. Whether the problems of the company found by the early-stage regulators and sponsors have been rectified according to the relevant inapplicable requirements. II. Problems and explanations found in the on-site inspection
None.
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(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) about Welle Environmental Group Co.Ltd(300190) 2021 regular on-site inspection report of continuous supervision)
Sponsor representative:
Yang Ling, Wang Qiaoqiao
Citic Securities Company Limited(600030) April 15, 2022
