Sinolink Securities Co.Ltd(600109)
About Hangzhou Zhengqiang transmission Co., Ltd
2021 annual regular on-site inspection report
Name of Sponsor: Sinolink Securities Co.Ltd(600109) abbreviation of the sponsor company: Zhengqiang Co., Ltd
Name of sponsor representative: Wang Fei Tel: 021 Suzhou Gyz Electronic Technology Co.Ltd(688260) 21
Name of sponsor representative: Yang Liguo Tel: 021 Suzhou Gyz Electronic Technology Co.Ltd(688260) 21
Name of on-site inspector: Wang Fei, Xu Jun corresponding period of on-site inspection: 2021
On site inspection time: December 27, 2021, April 16, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: (1) consult the company's public information disclosure documents; (2) Review and copy relevant documents of the company's three meetings, including meeting notice, proposal, vote, meeting minutes, resolution, etc; (3) Consult the articles of association, the rules of the three sessions and the specific contents and implementation of various corporate governance systems; (4) Check the information on the changes of directors, supervisors and senior management and relevant announcements; Check the shareholding of shareholders; Check other investments of controlling shareholders and actual controllers and the part-time work of directors, supervisors and senior managers; (5) Check the company's office buildings, workshops and other main production and operation sites; Check the company's property ownership certificate, financial and accounting system, etc.
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 three sessions have been effectively implemented √
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees, meeting content and other elements are complete √ and whether the meeting materials are kept completely
4. Is the resolution of the third meeting signed and confirmed by relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior management 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. In case of major changes in the directors, supervisors and senior management of the company, whether they have fulfilled the corresponding procedures and information disclosure obligations √
7. If the controlling shareholder or actual controller of the company changes, whether it has fulfilled the corresponding procedures and information √
Disclosure obligation
8. Whether the company's personnel, assets, finance, organization and business are independent √
9. Whether there is no horizontal competition between the company and its controlling shareholders and actual controllers √
(II) internal control
On site inspection means: (1) consult the working system of the internal audit department; (2) Consult the relevant meeting documents of the special committee of the board of directors of the company; (3) Interview the Secretary of the board of directors, chief financial officer and other relevant personnel to understand the operation of the company's internal control.
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 are established within 6 months after the listing of shares (if applicable √
(used)
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 progress and quality of internal audit work 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 (if applicable) 7 Does the internal audit department audit the storage and use of raised funds at least once a quarter √ (if applicable) 8 Whether the internal audit department submits the annual internal audit work plan (if applicable) to the audit committee two months before the end of each fiscal year 9 Whether the internal audit department submits an annual √ internal audit report to the audit committee within two months after the end of each fiscal year (if applicable) 10 Whether the internal audit department submits 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: (1) check the company's public information disclosure documents; (2) Consult the documents related to the three sessions of the company; (3) Check the relevant supporting documents of 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 √
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) establishment and implementation of long-term mechanism to protect the interests of the company from infringement
On site inspection means: (1) refer to the articles of association, related party transaction system and other relevant system documents; (2) Consult and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange; (3) Review the financial subsidiary ledger and spot check the vouchers of large amount capital transactions. 1. Has a system been established to prevent 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 listed company √
Capital or other resources
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 case of non affiliated transactions √
6. Whether the external guarantee review procedure is compliant and fulfills the corresponding information disclosure obligations √
7. Whether the guaranteed party does not suffer from deterioration of its financial situation or failure to pay off the guaranteed debt at maturity √
8. If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding approval procedures and disclosure obligations have been fulfilled again (V) on-site inspection methods for the use of raised funds: (1) check the tripartite supervision agreement of raised funds; (2) Check the bank statement of each special account for raised funds of the company; (3) Check the relevant contracts for the use of raised funds, the approval form for the use of funds and the payment voucher; (4) Verify the special report of the board of directors on the use of raised funds; (5) Interview the Secretary of the board of directors, chief financial officer and other relevant management personnel to understand the use of the raised funds.
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 entrusted for financial management in violation of regulations √
4. Whether there is no case of changing the purpose of raised funds, temporarily replenishing working capital, √ replacing pre investment, changing the place of implementation, etc. without fulfilling the review procedures 5 If the company uses idle raised funds to temporarily supplement working capital, changes the investment direction of raised funds to permanently supplement working capital, or uses over raised funds to supplement working capital or repay bank loans, does the company not √ make 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 √
(VI) on site inspection means of performance: (1) check the regular reports and performance forecast documents disclosed by the company; (2) Understand the situation of the company's industry in 2021 and check whether the company's performance matches the situation of the industry.
1. Whether there are significant fluctuations in performance √
2. Whether there is a reasonable explanation for the sharp fluctuation of performance √
3. Compared with comparable companies in the same industry, is there no obvious abnormality in the company's performance √
(VII) on site inspection means for the performance of commitments of the company and shareholders: (1) check the commitment letters made by the company, shareholders and other relevant personnel; (2) Consult the company's regular reports, interim reports and other information disclosure documents; (3) Consult the company's public information disclosure documents.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
(VIII) on site inspection means for other important matters: (1) check the company's cash dividend system; (2) Check the company's large capital transactions; (3) Consult and copy major contracts and original vouchers.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed √
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed √
3. Whether large amount of capital transactions have real transaction background and reasonable reasons √
4. Whether there are no significant changes or risks in the process of major investment or the performance of major contracts √
5. Whether there is no significant change or risk in the company's production and operation environment √
6. Has the company's problems found by the early-stage regulators and sponsors been rectified according to relevant requirements √
2、 The problems and explanations found in the on-site inspection are none.
(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) about the 2021 regular on-site inspection report of Hangzhou Zhengqiang transmission Co., Ltd.)
Sponsor representative:
Wang Fei, Yang Liguo
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
