China Industrial Securities Co.Ltd(601377)
As for the on-site inspection report of Three'S Company Media Group Co.Ltd(605168) 2021, in accordance with the stock listing rules of Shanghai Stock Exchange, the guidelines for continuous supervision of listed companies of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the administrative measures for raised funds of listed companies of Shanghai Stock Exchange and other relevant laws According to the regulations, China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " and "sponsor") as a sponsor performing the continuous supervision of Three'S Company Media Group Co.Ltd(605168) (hereinafter referred to as " Three'S Company Media Group Co.Ltd(605168) ", "listed company" and "company"), has conducted on-site inspection on the standardized operation of listed companies since 2021. The on-site inspection is reported as follows: I. Basic information of the on-site inspection
The recommendation institution conducted on-site inspection on Three'S Company Media Group Co.Ltd(605168) from December 27, 2021 to December 28, 2021. Participants are Zhu Ping and Chen dijiong.
The sponsor representative and members of the project team inspected the documents and materials of the "three meetings" during the continuous supervision, the vouchers for the use of raised funds, subsidiary accounts, bank statements and other materials, the related party transactions, external guarantees and external investment materials, the implementation of the internal control system and information disclosure, and communicated with the actual controller, main directors, supervisors Communicate and inquire with senior management. In addition, the sponsor representative and project team members also checked the progress of some raised investment projects. The sponsor representative and project team members completed the on-site inspection report on the basis of the above work. 2、 Main items and opinions of this on-site inspection (I) corporate governance and internal control
The on-site inspectors consulted the articles of association of Three'S Company Media Group Co.Ltd(605168) , the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors and other internal control systems of the company; Reviewed the meeting notices, proposals and resolutions of all previous general meetings of shareholders, the board of directors and the board of supervisors in 2021, checked them with the company's announcement, and focused on whether the convening methods and procedures of the "three meetings" during the continuous supervision are legal and compliant; And communicated with relevant senior managers and department heads.
Through on-site inspection, the sponsor believes that as of the date of on-site inspection, Three'S Company Media Group Co.Ltd(605168) the articles of association and the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors have been implemented; The directors, supervisors and senior managers of the company can perform their duties in accordance with the requirements of relevant laws and regulations and the company's rules and regulations; The company's organizational structure is sound and clear, and can realize effective operation. The department setting can reflect the governance principle of clear division of labor and mutual restriction; Clear division of management among agencies, effective and reasonable information communication; The company has a good internal control environment and effective risk control. (II) information disclosure
The on-site inspectors consulted the company's announcement and relevant supporting documents for information disclosure.
After verification, the recommendation institution believes that as of the date of on-site inspection, Three'S Company Media Group Co.Ltd(605168) has disclosed information in accordance with the relevant provisions and requirements of the stock listing rules of Shanghai Stock Exchange, and timely released various periodic reports and interim reports to ensure that the disclosure of major information is true, accurate and complete, and there are no false records, misleading statements or major omissions; The transmission, disclosure process and confidentiality of major information shall comply with the relevant provisions of the company's information disclosure management system. (III) independence of the company and capital transactions of controlling shareholders, actual controllers and other related parties
The on-site inspectors consulted the company's relevant systems, relevant meeting resolutions and announcements; Checked the transactions and capital transactions between the company and the controlling shareholder, actual controller and other related parties, and communicated with the company's senior management and financial personnel.
After verification, the recommendation institution believes that as of the date of on-site inspection, Three'S Company Media Group Co.Ltd(605168) assets are complete, personnel, institutions, business and finance remain independent, and there is no illegal occupation of funds of the listed company by related parties. (IV) use of raised funds
The on-site inspectors consulted the management system of raised funds and other relevant regulations, and checked the bank statement, relevant Sub Ledger and accounting vouchers of the special account for raised funds.
After verification, the sponsor believes that as of the date of on-site inspection, Three'S Company Media Group Co.Ltd(605168) raised funds have been deposited in the special account for raised funds, the storage system of the special account for raised funds has been strictly implemented, and the tripartite supervision agreement has been effectively implemented. In the process of using the raised funds, the company has formulated an internal management system for the use of the raised funds, the use of the raised funds complies with relevant laws and regulations, and there is no major illegal use of the raised funds or unauthorized change of the purpose of the raised funds, There are no other violations of the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange and other relevant laws and regulations. (V) related party transactions, external guarantees and external investment
The original contract and related transaction documents of the company were reviewed and communicated with the on-site financial and related personnel of the company.
After verification, the sponsor believes that: Three'S Company Media Group Co.Ltd(605168) has made relevant provisions on related party transactions in the articles of association and standardized the decision-making procedures and decision-making mechanism of related party transactions of the company; The review procedures of the company's related party transactions are legal and compliant, and the company has fulfilled the corresponding information disclosure obligations. There is no situation that damages the interests of the listed company and its shareholders, and will not have a significant adverse impact on the independence of the company's operation.
After verification, as of the date of on-site inspection, Three'S Company Media Group Co.Ltd(605168) has no external guarantee.
After verification, the recommendation institution believes that the decision-making procedures and information disclosure of the company's foreign investment comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, do not harm the interests of shareholders, and there is no illegal investment. (VI) operating conditions
The on-site inspectors conducted on-site inspection on the company's operation by consulting the third quarter report of Three'S Company Media Group Co.Ltd(605168) 2021, major contracts and discussing with the company's senior managers.
After verification, the sponsor believes that: Three'S Company Media Group Co.Ltd(605168) business model and business environment have not changed significantly, and the corporate governance and operation management are normal. (VII) other matters that the recommendation institution deems necessary for on-site inspection
None. 3、 Matters and suggestions brought to the attention of listed companies
The listed company will close or terminate some investment projects with raised funds in 2021, and permanently supplement the flow of the remaining raised funds. The recommendation institution has urged the listed company to reasonably arrange the use of the raised funds in strict accordance with relevant laws and regulations, and use the permanent supplementary raised funds according to the specified purposes. 4、 Are there any matters that should be reported to CSRC and Shanghai Stock Exchange
This on-site inspection did not find Three'S Company Media Group Co.Ltd(605168) any matters that should be reported to China Securities Regulatory Commission and Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange. 5、 Cooperation of listed companies and other intermediaries
In the process of the sponsor's continuous supervision of the on-site inspection, the company has given very active cooperation 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 verification, the sponsor believes that since 2021, Three'S Company Media Group Co.Ltd(605168) has generally operated well in important aspects such as corporate governance, internal control system, information disclosure, independence, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, external guarantee, foreign investment and operation, Comply with the requirements of relevant normative documents such as the Listing Rules of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the measures for the management of raised funds of listed companies of Shanghai Stock Exchange. (no text below)
