Utour Group Co.Ltd(002707) internal control rules implementation self inspection form
Securities code: Utour Group Co.Ltd(002707) securities abbreviation: Utour Group Co.Ltd(002707) bonds Code: 128022 bonds abbreviation: Zhongxin convertible bonds Utour Group Co.Ltd(002707)
Self inspection form for implementation of internal control rules in 2021
Internal control rules implementation self inspection items yes / no / inapplicable description
1、 Internal audit and the operation of the audit committee 1. Whether the head of the internal audit department is full-time and nominated by the audit committee and appointed or removed by the board of directors. 2. Whether the company has set up an internal audit department independent of the financial department, and whether it is equipped with full-time internal auditors. 3. Whether the internal audit department reports to the audit committee at least quarterly.
4. Does the internal audit department conduct at least quarterly audit on such as —–
Check the following items once:
(1) The deposit and use of raised funds are
(2) External guarantee is
(3) Related party transactions are
(4) Securities investment is not applicable. The company has no securities investment
(5) Venture capital is not applicable to the company’s risk-free investment
(6) No external financial assistance provided by the company is not applicable
(7) The purchase and sale of assets is
(8) Foreign investment is
(9) The company’s large capital transactions are
(10) Capital transactions between the company and its directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates 5. Whether the audit committee holds a meeting at least once a quarter to review the work plans and reports submitted by the internal audit department. 6. Whether the audit committee reports the progress, quality and major problems of internal audit to the board of directors at least once a quarter. 7. Whether the internal audit department submits the annual internal audit work report and the next annual internal audit work plan to the Audit Committee on time. 2、 Internal control of information disclosure
Utour Group Co.Ltd(002707) internal control rules implementation self inspection form
1. Whether the company has formulated the information disclosure management system is the internal confidentiality system of information disclosure and major information. 2. Whether the company assigns or authorizes the Secretary of the board of directors or securities affairs representative to check the questions of investors on the interactive e-commerce website and reply in a timely and complete manner. 3. Whether the company requires specific objects to sign a letter of commitment before communicating directly with specific objects. 4. Whether the company prepares the investor relations activity record form within two trading days after the end of the investor relations activity each time, and timely publishes the form and the presentations used in the process of the activity, documents and other attachments (if any) on the interactive website of Shenzhen Stock Exchange, and at the same time on the company’s website (if any). 3、 Internal control of insider trading 1. Whether the company has established a registration management system for insider information insiders, which stipulates the confidentiality management of insider information and the registration management of insider information insiders before the disclosure of insider information according to law. 2. Whether the company has filled in the archives of insiders of listed companies before the public disclosure of insider information according to law, and formed a process memorandum of major events when planning major events, and whether the relevant personnel have signed the Memorandum for confirmation. 3. Whether the company conducts self inspection on the trading of the company’s securities and their derivatives by insiders within 5 trading days after the announcement of the annual report, semi annual report and relevant major events. If it is found that insiders of inside information conduct insider trading, disclose inside information or suggest others to use inside information for trading, whether to verify and investigate the responsibility, and submit the relevant situation and handling results to Shenzhen Stock Exchange and local securities regulatory bureau within 2 working days. 4. Whether the company’s directors, supervisors, senior managers, securities affairs representatives and the spouses of the above-mentioned persons have notified the Secretary of the board of directors in writing of their trading plans before trading the company’s shares and their derivatives. 5. Whether the company strictly implements the approval authority and review procedures for related party transactions, and timely performs the obligation of information disclosure. 4、 Internal control of raised funds
1. During the reporting period of the company and its subsidiaries implementing the fund-raising projects, the company did not carry out the fund-raising, whether the raised funds were stored in a special account and not applicable to the fund-raising projects in time.
Sign the tripartite supervision agreement on raised funds.
2. Whether the internal audit department reviews the use and storage of the raised funds not carried out by the company at least once a quarter during the reporting period of the raised funds, and does not apply to the fund items.
And the authenticity and compliance of the use of raised funds
Utour Group Co.Ltd(002707) internal control rules implementation self inspection form
Comment on sex. 3. Except for financial enterprises, whether the company has not invested the raised funds in the held trading financial assets and financial assets available for sale, lent them to others and entrusted them
Financial investment, such as financial management, did not use the raised funds, which is not applicable. During the reporting period, the company did not carry out the raised venture capital, direct or indirect investment in the project with trading money.
Companies with securities as their main business or investments used for pledge, entrusted loans and other disguised changes in the purpose of the raised funds.
4. Whether the company has not used idle raised funds for temporary replenishment within 12 months after venture capital investment
Working capital, not changing the investment direction of raised funds to never applicable, and the company has not made venture capital investment
Long term replenishment of working capital and failure to permanently use the over raised funds to replenish working capital or repay bank loans. 5、 Internal control of related party transactions 1. Whether the company reports the related party information to the Shenzhen stock exchange through the “data filling: related party data filling” column of the business area of the Shenzhen Stock Exchange within 10 trading days after the IPO listing. If the related persons and their information have changed, whether the company will update them within 2 trading days. Whether the related person information reported by the company is true, accurate and complete. 2. Whether the independent directors and supervisors of the company check the capital transactions between the company and related persons at least once a quarter. 3. Whether the company has defined the approval authority of the general meeting of shareholders and the board of directors for related party transactions, formulated corresponding review procedures and implemented them. 4. Whether the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates do not occupy the funds of the listed company directly, indirectly or in disguised form. 6、 Internal control of external guarantee 1. Whether the company has specified in the articles of association the approval authority of the general meeting of shareholders and the board of directors on external guarantee matters and the accountability system for violation of the approval authority and deliberation procedures. 2. Whether the external guarantee of the company strictly implements the approval authority and review procedures, and timely performs the obligation of information disclosure. 7、 Internal control of major investment 1. Whether the company has specified in the articles of association that the approval authority and review procedure of the general meeting of shareholders and the board of directors for major investment are procedures, and whether the relevant approval authority and review procedure comply with the provisions of laws and regulations and the business rules of Shenzhen stock exchange.
Utour Group Co.Ltd(002707) internal control rules implementation self inspection form
2. Whether the company strictly implements the approval authority and review procedures for major investments, and timely performs the obligation of information disclosure. 3. Whether the company has not made venture capital investment in the following periods: (1) temporarily replenishing working capital with idle raised funds; (2) Within 12 months after changing the investment direction of raised funds to permanent supplementary working capital; (3) Within 12 months after the over raised funds are permanently used to supplement working capital or repay bank loans. 8、 Other important matters 1. Whether the controlling shareholder and actual controller of the company have signed the statement and commitment of controlling shareholder and actual controller and reported to Shenzhen Stock Exchange and the board of directors of the company for the record. If the controlling shareholder and actual controller change, whether the new controlling shareholder and actual controller complete the signing and filing of the statement and commitment of the controlling shareholder and actual controller within one month after the change. 2. Whether the directors, supervisors and senior managers of the company have signed and timely updated the statement and commitment of directors, supervisors and senior managers, and then reported to Shenzhen Stock Exchange and the board of directors of the company for filing.
3. In addition to attending the meeting of the board of directors, independent directors are independent directors
No, no less than ten days a year shall be used to pay 10% to Zhang Zhishun of the company
The system of production and operation status, management and internal control is Sun Yun 10
Construction and implementation of the company and implementation of resolutions of the board of directors Ding Xiaoliang 10
Carry out on-site inspection on conditions, etc. Zhu Ning
five
Utour Group Co.Ltd(002707) board of directors April 15, 2022
