Dongxing Securities Corporation Limited(601198)
About Hebei Huatong Wires And Cables Group Co.Ltd(605196)
On site inspection report of continuous supervision in 2021
Shanghai Stock Exchange:
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “recommendation institution”) as the recommendation institution for the initial listing of Hebei Huatong Wires And Cables Group Co.Ltd(605196) (hereinafter referred to as ” Hebei Huatong Wires And Cables Group Co.Ltd(605196) ” or “company”), in accordance with the administrative measures for securities issuance and listing recommendation business, the self discipline supervision guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, the stock listing rules of Shanghai Stock Exchange and other relevant national laws In accordance with the requirements of laws and regulations and normative documents, based on the principle of prudence and diligence, we have conducted on-site inspection on the standardized operation of listed companies since May 11, 2021 by consulting relevant materials and video interviews. The relevant situation is reported as follows:
1、 Basic information of this on-site inspection
The sponsor’s project team conducted on-site inspection on Hebei Huatong Wires And Cables Group Co.Ltd(605196) from April 11, 2022 to April 15, 2022. The participants were Wang Gang and Ma Zhenghong.
The on-site inspection report was completed by consulting the company’s internal control system, three meeting documents, external disclosure documents, documents related to the storage and use of raised funds, related party transactions and external guarantees, major foreign investment and other relevant materials during the continuous supervision of Hebei Huatong Wires And Cables Group Co.Ltd(605196) and through on-site interviews with relevant personnel of Hebei Huatong Wires And Cables Group Co.Ltd(605196) .
2、 Opinions on on-site inspection items one by one
(I) corporate governance and internal control
The on-site inspectors reviewed the Hebei Huatong Wires And Cables Group Co.Ltd(605196) latest articles of association, the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, the management measures for information disclosure, the management measures for the use of raised funds and other relevant systems related to corporate governance and internal control. At the same time, the inspectors consulted the documents of the three sessions during the Hebei Huatong Wires And Cables Group Co.Ltd(605196) continuous supervision, focusing on whether the convening methods and procedures of the above meetings are in compliance and whether the avoidance voting system for relevant matters is implemented.
The regulations have established and improved various rules and regulations, and their implementation is good. The decision-making procedures and rules of procedure of the company’s three meetings meet the requirements, the meeting minutes and other meeting materials are kept intact, the internal supervision and feedback system is effective, and the three meetings operate well. At the same time, Hebei Huatong Wires And Cables Group Co.Ltd(605196) has an audit department, and has formulated internal audit system and various supporting measures accordingly. Standard corporate governance, good internal control environment and effective risk control.
(II) information disclosure
The on-site inspectors consulted the company’s external disclosure announcement and relevant information disclosure supporting documents.
After verification, the recommendation institution believes that: the announcement disclosed by the company is consistent with the actual situation, the disclosure content is complete, there are no matters that should be disclosed but not disclosed, the information disclosure archives are complete, Hebei Huatong Wires And Cables Group Co.Ltd(605196) truly, accurately and completely fulfilled the obligation of information disclosure, and there are no false records, misleading statements and major omissions in the information disclosure. (III) independence of the company and capital transactions with controlling shareholders, actual controllers and other related parties
The on-site inspectors consulted the company’s institutional setting and staffing, the resumes of directors, supervisors and senior managers, the system documents of related party transactions, records of large capital transactions and other materials, and communicated with relevant personnel of the company.
After verification, the sponsor believes that the ownership of the company’s assets is clear and complete, the personnel, institutions, business and finance remain independent, and there is no illegal occupation of the issuer’s funds by related parties.
(IV) application of raised funds of the company
The on-site inspectors consulted the company’s fund-raising management system, the bank statement of the special fund-raising account, the fund-raising account, the special opinions issued by the accountant and other relevant materials, as well as spot checked the original bookkeeping vouchers of large expenditures of the fund-raising to understand the specific situation of the use of the fund-raising.
After verification, the recommendation institution believes that the company has formulated the management measures for the use of raised funds as required, the storage and use of raised funds meet the system requirements, and there is no illegal use of raised funds. (V) related party transactions, external guarantees and major foreign investment
The on-site inspection personnel shall obtain the list of related parties of the company and the details of capital transactions of related parties; Consult the details of related party transactions, external guarantees and relevant systems of the company, consult the resolutions and information disclosure documents of the board of directors, the board of supervisors and the general meeting of shareholders considering related party transactions, external guarantees and other matters, and interview relevant personnel of the company.
After verification, the sponsor believes that: Hebei Huatong Wires And Cables Group Co.Ltd(605196) has standardized the decision-making authority and decision-making mechanism of related party transactions, foreign guarantees and foreign investment, and the relevant related party transactions, foreign guarantees and foreign investment have been reviewed and information disclosure procedures in accordance with relevant systems, and there are no violations of laws and regulations and damage to the interests of minority shareholders. (VI) operation
The on-site inspectors consulted the relevant industry information and the business performance of the company, and interviewed the relevant personnel of the company.
After verification, the recommendation institution believes that there is no significant change in the company’s business model in 2021, and important business sites operate normally. From March 20 to April 7, 2022, affected by covid-19 epidemic in Tangshan, the company closed the plant according to the prevention and control requirements of the municipal government; As of the date of issuance of this report, except for the temporary production reduction during the above period, the company’s business environment has not changed significantly and its production and operation activities are normal.
(VII) other matters that the recommendation institution considers should be subject to on-site inspection
None.
3、 Matters and suggestions brought to the attention of listed companies
The recommendation institution has requested the company to continue to do a good job in information disclosure, pay attention to the latest system and regulations of the regulatory authority, and timely perform the revision and improvement procedures.
4、 Are there any matters that should be reported to CSRC and Shanghai Stock Exchange
This on-site inspection did not find that the company had any matters that should be reported to the CSRC and Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange.
5、 Cooperation of listed companies and other intermediaries
During the on-site inspection of the sponsor, the company actively cooperated and provided necessary support for the on-site inspection.
The on-site inspection was conducted independently by the sponsor, and no other intermediary was arranged to cooperate.
6、 Conclusion of this site inspection
After on-site inspection, the sponsor believes that:
During this continuous supervision, Hebei Huatong Wires And Cables Group Co.Ltd(605196) has established and effectively implemented corresponding systems in corporate governance, internal control, information disclosure and; The operation of the company is normal, the ownership of assets is clear and complete, with independence, and there is no illegal occupation of funds by controlling shareholders, actual controllers and other related parties; There is no illegal use of the raised funds; There is no violation of laws and regulations and damage to the interests of minority shareholders in related party transactions, foreign guarantees and foreign investment; The above matters comply with the relevant requirements of the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation. From March 20 to April 7, 2022, affected by covid-19 epidemic in Tangshan, the company closed the plant according to the prevention and control requirements of the municipal government; As of the date of issuance of this report, except for the temporary production reduction during the above period, the company’s business environment has not changed significantly and its production and operation activities are normal.
(no text below)
(there is no text on this page, which is the signature page of Dongxing Securities Corporation Limited(601198) on Hebei Huatong Wires And Cables Group Co.Ltd(605196) 2021 annual continuous supervision on-site inspection report) sponsor representative:
Wang Gang Peng Dan
Dongxing Securities Corporation Limited(601198) mm / DD / yyyy
