Zhongtian Guofu Securities Co., Ltd
About Huasu Holdings Co.Ltd(000509)
2021 annual regular site inspection report
Name of Sponsor: Zhongtian Guofu Securities Co., Ltd. abbreviation of the sponsor: HuaSu Holdings
Name of sponsor representative: Qian Liang Tel: 0755-28777926
Name of sponsor representative: Chen Jie Tel: 0755-28777926
Name of on-site inspector: Chen Jie
Corresponding period of on-site inspection: July 2021 to December 2021
On site inspection time: December 24, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means: (1) consult the articles of association, various governance systems of the company, the rules of the third meeting and the documents of the third meeting; (2) Consult the company’s announcement and other information disclosure documents; (3) Visit the main management places of listed companies and interview some senior managers of listed companies.
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 √
3. III. whether the minutes of the 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 relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior management of the company comply with relevant laws, administrative regulations and departmental regulations √
Chapter 7. Normative documents and relevant business rules of the exchange. 6. Whether the directors, supervisors and senior management of the company have fulfilled corresponding procedures and √ information disclosure obligations in case of major changes. 7. Whether the controlling shareholder or actual controller of the company has fulfilled √ corresponding procedures and information disclosure obligations in case of changes. 8. Personnel, assets, finance, institutions Whether the business is independent √
9. Whether there is no horizontal competition between the company and its controlling shareholders and actual controllers √
(II) on site inspection means of internal control: (1) consult various internal control systems of the company; (2) Understand the operation of various departments of the company and interview some senior managers of listed companies. 1. Whether the internal audit system is established and the internal audit department √ door is established in accordance with relevant regulations (if applicable)
2. Whether the internal audit system is established within 6 months after the listing of shares and √
Audit Department of the Department (if applicable) 3. Whether the personnel composition of the internal audit department and the audit committee is compliant (if applicable √)
4. Whether the audit committee holds a meeting at least once a quarter to review 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 √ questions found in the internal audit work to the audit committee at least once a quarter (if applicable) 7. Whether the internal audit department audits the storage and use of raised funds at least once a quarter (if applicable)
8. Whether the internal audit department reports to the audit department within two months before the end of each fiscal year √
The audit committee shall submit the internal audit work plan for the next year (if applicable)
9. Whether the internal audit department reports to the audit department within two months after the end of each fiscal year √
Annual internal audit report submitted by the Audit Committee (if applicable) 10. Whether the internal audit department submits the internal √ department control evaluation report to the audit committee at least once a year (if applicable) 11. Whether it has established a complete √ system for engaging in venture capital, entrusted financial management, hedging business, etc Compliance internal control system (III) on-site inspection means of information disclosure: (1) consult the company’s information disclosure management system and information disclosure documents; (2) Inquire the interactive website of Shenzhen Stock Exchange to understand the information disclosure of the company; (3) Interview some senior managers of listed companies.
1. Whether the disclosed announcement of the company is 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 changed significantly or made important progress √
4. Whether there are no major events 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 √
(IV) on site inspection on the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement means: (1) consult the articles of association, related party transaction management system, external guarantee management system and other system documents; (2) Access to related party data, related party transactions, relevant internal decision-making documents, transaction account Sub Ledger, original vouchers and other data; (3) Interview some senior managers of listed companies. 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 are compliant and fulfill the corresponding information disclosure √ obligations
4. Whether the price of related party transactions is fair √
5. Whether there is no non related transaction √
6. Whether the external guarantee review procedure is compliant and fulfills the corresponding information disclosure meaning √
Affairs
7. Whether the guaranteed party has no 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 approval procedures and disclosure obligations have been fulfilled again (V) verification means for the use of raised funds: (1) consult the raised funds management system and the tripartite supervision agreement; (2) Check the relevant resolution documents and bank statements on the use of raised funds; (3) Interview some senior managers of listed companies; (4) Review relevant announcements of listed companies.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place √
2. Whether the tripartite supervision agreement on raised funds is effectively implemented √
3. Whether the raised funds are not occupied by a third party or engaged in entrusted financial management in violation of regulations 4. Whether there are no situations such as changing the purpose of the raised funds without performing the review procedures, temporarily √ replenishing working funds, replacing pre investment and changing the implementation location 5. Temporarily replenishing working funds with idle raised funds and investing the raised funds in
If it is changed to permanently supplement working capital or use over raised funds to supplement working capital √ or repay bank loans, 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, etc
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: (1) check the regular financial reports of the company and listed companies in the same industry; (2) Interview some senior managers of listed companies.
1. Whether the performance fluctuates greatly √
2. Whether there is a reasonable explanation for the large fluctuation of performance √
3. Compared with comparable companies in the same industry, whether there are no obvious abnormalities in the company’s performance √ (VII) on-site inspection methods for the performance of the company and shareholders: (1) consult the company’s information disclosure documents; (2) Interview relevant personnel.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the company’s shareholders have fully fulfilled relevant commitments √
(VIII) on site inspection means for other important matters: (1) check the company’s cash dividend system, important contracts, vouchers related to large capital transactions, internal approval process documents, resolutions of the third meeting of the company, etc; (2) Consult the company’s information disclosure documents; (3) Collect public information of the company; (4) View industry research reports.
1. Whether the cash dividend system is fully implemented and truthfully disclosed √
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed √
3. Whether large capital transactions have real transaction background and reasonable reasons √
4. Whether there is no significant change in the performance of major investment or major contract √
Or risk
5. Whether there is 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 √ relevant requirements. II. Problems and explanations found in the on-site inspection. Through the on-site inspection of the sponsor, no major problems have been found in the company.
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