Guotai Junan Securities Co.Ltd(601211)
About Jiangsu Ankura Smart Transmission Engineering Technology Co.Ltd(300617)
Regular on-site inspection report of continuous supervision in 2021
Name of the sponsor: abbreviation of the sponsored company:
Guotai Junan Securities Co.Ltd(601211) Jiangsu Ankura Smart Transmission Engineering Technology Co.Ltd(300617)
Name of sponsor representative: Chen Qihang Tel.: 021-38032121
Name of sponsor representative: Chen Yishao Tel.: 021-38674973
Name of on-site inspector: Chen Yishao corresponding period of on-site inspection: 2021
On site inspection time: December 30, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means: check the company's main production, operation and management sites, check the company's three meetings documents, corporate governance system and other documents, check the three meetings' notice, records, signature book and other documents, and check the three meetings' convening procedures, the qualifications of participants, the convener's qualifications, voting procedures and other matters.
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 is
3. Whether the meeting minutes of the third meeting are complete, whether the time, place, attendees and meeting contents are complete, and whether the meeting materials are kept completely. 4. Whether the resolutions of the third meeting are signed and confirmed by the relevant personnel attending the meeting. 5. Whether the directors, supervisors and senior executives of the company comply with relevant laws, administrative laws and regulations, departmental rules They are normative documents and relevant business rules of the exchange to perform their duties
6. Whether the directors, supervisors and senior management of the company have fulfilled the corresponding procedures and inapplicable information disclosure obligations in case of major changes
7. If the controlling shareholder or actual controller of the company changes, whether the corresponding procedures and information disclosure obligations are not applicable. 8. Whether the company's personnel, assets, finance, institutions and business are independent
9. Whether there is no horizontal competition between the company and the controlling shareholder and the actual controller is (II) on-site inspection means of internal control: inspection of relevant records of the board of directors, resolutions of the audit committee, work plans and reports submitted by the internal audit department Internal control evaluation report and other internal control systems 1. Whether the internal audit system is established and the internal audit department is established in accordance with relevant regulations (if applicable) 2. Whether the internal audit system is established and the internal audit department is established within 6 months after the stock listing (if applicable) 3. Whether the personnel composition of the internal audit department and the audit committee is in compliance (if applicable) 4. Does the audit committee hold a meeting at least once a quarter to review the work plans and reports submitted by the internal audit department (if applicable) 5. Does the audit committee report the progress of internal audit to the board of directors at least once a quarter Quality and major problems found (if applicable) 6. Does the internal audit department report the implementation of the internal audit work plan and problems found in the internal audit work to the audit committee at least once a quarter (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 internal audit work plan for the next year to the audit committee within two months before the end of each fiscal year (if applicable) 9. Whether the internal audit department submits the annual internal audit work report to the audit committee within two months after the end of each fiscal year (if applicable) 10. Does the internal audit department submit an internal control evaluation report to the audit committee at least once a year (if applicable)
11. Whether it is inappropriate to engage in venture capital, entrusted financial management, hedging business and other matters, and whether a complete and compliant internal control system has been established (if applicable) (III) on site inspection means of information disclosure: check the information disclosure documents and check the contents of the documents with the actual situation of the company
1. Is the disclosed announcement 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 have made significant progress
4. Whether there are no major events that should be disclosed but have not been 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 record form of investor relations activities is published on the interactive e-commerce website of the exchange in time (Ⅳ) the establishment and implementation of a long-term mechanism to protect the company's interests from infringement. On site inspection means: verification and review procedures, information announcement, Pay attention to the content, nature and price of related party transactions; Check the review procedures, information announcements, and spot check the financial statements and other documents of the guaranteed party. 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. Controlling shareholders Whether the actual controller and its affiliates do not directly or indirectly occupy the funds or other resources of the listed company. 3. Whether the deliberation procedures of related party transactions comply with the regulations and fulfill the corresponding information disclosure obligations
4. Is the price of related party transactions fair
5. Whether there is no related party transaction that is not related
6. Whether the external guarantee review procedure is compliant and fulfills the corresponding obligation of inapplicability of information disclosure
7. Whether the guaranteed party does not have any deterioration in financial status, failure to pay off the guaranteed debt when due, and the guaranteed debt is not applicable
8. If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding approval procedures and disclosure obligations are not applicable (V) on-site inspection means for the use of raised funds: signing a tripartite supervision agreement and checking the statement of raised funds every month 1. Whether to sign a tripartite supervision agreement within one month after the raised funds are in place is correct
2. Whether the three-party supervision agreement for 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 are no situations such as changing the purpose of the raised funds without performing the review procedures, temporarily replenishing working capital, replacing pre investment, changing the implementation location, etc. 5. Temporarily replenishing working capital with idle raised funds Change the investment direction of raised funds into permanent supplementary working capital or use over raised funds to supplement working capital
Whether the company has not made inapplicable venture capital investment during the commitment period in case of liquidity or repayment of bank loans
Use and disclosure of raised funds 6. Whether the use of raised funds is consistent with the disclosed situation, whether the project progress and investment status are consistent, whether the project progress and information capital benefits are consistent with the prospectus and other disclosure documents, there is no significant difference, and the investment benefits have not been achieved yet
7. Whether there are no major risks during the implementation of the project with raised funds
(VI) on site inspection means of performance: interview relevant personnel of the listed company; Obtain relevant financial information and consult the company's announcement; Search industry data for comparative analysis
1. Is there any significant fluctuation in performance
2. Is there a reasonable explanation for the large fluctuation of performance not applicable
3. Whether the company's performance is not significantly different from that of comparable companies in the same industry (VII) on site inspection means of the company and shareholders' commitment performance: interview relevant personnel of listed companies; Review relevant commitments
1. Whether the company has fully fulfilled relevant commitments yes
2. Whether the company's shareholders have fully fulfilled relevant commitments is
(VIII) on site inspection means for other important matters: pay attention to industry trends; Interview relevant personnel of listed companies; Consult and copy relevant documents of the three sessions, corporate governance system, financial data, etc; Collect public information and consult announcements
1. Whether the cash dividend system has been fully implemented and truthfully disclosed is
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed, not applicable
3. Whether large amount capital transactions have real transaction background and reasonable reasons 4. Whether there are no major changes or risks in the process of major investment or major contract performance
5. Is there no significant change or risk in the company's production and operation environment
6. Whether the problems of the company found by the early-stage regulators and sponsors have been inapplicable and rectified according to relevant requirements. II. No problems and explanations found in the on-site inspection.
It is hereby reported.
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Sponsor representative:
Chen Qihang, Chen Yishao
Guotai Junan Securities Co.Ltd(601211) January 11, 2022
