Huatai United Securities Co., Ltd
About Suzhou Tfc Optical Communication Co.Ltd(300394)
Site inspection report in 2021
In accordance with the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the recommendation measures) of the CSRC and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant laws and regulations, As the sponsor of Suzhou Tfc Optical Communication Co.Ltd(300394) (hereinafter referred to as ” Suzhou Tfc Optical Communication Co.Ltd(300394) ” or “the company”) issuing shares to specific objects in 2020, Huatai United Securities Co., Ltd. conducted an on-site inspection on the relevant situation of Suzhou Tfc Optical Communication Co.Ltd(300394) 2021 on January 7, 2022, and the report is as follows:
Name of Sponsor: Huatai United Securities Co., Ltd. abbreviation of the sponsor: Suzhou Tfc Optical Communication Co.Ltd(300394)
Name of sponsor representative: Bai Lan Tel: 010-56839402
Name of sponsor representative: Qian Yaming Tel.: 025-83387711
Name of on-site inspector: Qian Yaming, Yuan Jian corresponding period of on-site inspection: 2021.01.01-2021.12.31 on-site inspection time: 2022.01.07
1、 On site inspection items and opinions
Corporate governance (I) not applicable
On site inspection means: mainly including consulting the articles of association, other management systems and the “three meetings” of the company; Verify the information on changes in directors, supervisors and senior management and relevant announcements; Check the shareholding of shareholders; Check the company’s office buildings and other main production and operation sites.
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. Whether the 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. Is the resolution of the third meeting signed and confirmed by relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior managers of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, normative documents and relevant business rules of Shenzhen Stock Exchange
6. Whether the directors, supervisors and senior management of the company have fulfilled the corresponding procedures and information disclosure obligations in case of major changes 7 If the controlling shareholder or actual controller of the company changes, has it fulfilled the corresponding procedures √ and information disclosure obligations
8. Whether the company’s personnel, assets, finance, organization and business are independent √
9. Whether there is no horizontal competition between the company and the controlling shareholders and actual controllers √
(II) on site inspection means of internal control: consulting internal audit system, work plan, report and other materials; Communicate with internal auditors to understand the company’s internal control. 1 Whether the internal audit system and internal audit department are established in accordance with relevant regulations (if applicable √
(used)
2. Whether the internal audit system and √ internal audit department are established within 6 months after the listing of shares (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 plans and reports submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the progress, quality and major problems found in the internal audit to the board of directors at least once a quarter (if applicable) 6 Whether the internal audit department reports the implementation of internal audit √ work plan and problems found in internal audit to the audit committee at least quarterly (if applicable) 7 Whether the internal audit department conducts √ audit on the deposit 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 (if applicable) to the audit committee √ two months before the end of each fiscal year 9 Whether the internal audit department submits the annual internal audit report (if applicable) to the audit committee within two months after the end of each fiscal year 10 Whether the internal audit department submits the 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 engaging in venture capital, entrusted financial management, hedging business and other matters (III) on-site inspection means of information disclosure: consulting the company’s information disclosure documents and investor relations activity record, consulting the materials of previous three meetings, etc.
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 timely published on the interactive website of Shenzhen Stock Exchange (Ⅳ) the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement. On site inspection means: refer to the company’s articles of association, related party transaction management system and other systems; Access to the meeting materials of the third session; Review periodic reports and review reports. 1. Whether a system has 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 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 related party transaction that is not related √
6. Whether the external guarantee review procedures are compliant and fulfill the corresponding information disclosure obligations √
7. Whether the guaranteed party does not have the situation of deterioration of financial status, failure to pay off the guaranteed debt, 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) on site inspection means for the use of raised funds: refer to the company’s raised funds management system; Check the tripartite supervision agreement on raised funds; Check the company’s raised fund account statement and use approval form, etc.
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 financial management in violation of regulations √
4. Whether there are no situations such as changing the purpose of raised funds without fulfilling the review procedures, temporarily replenishing √ mobile funds, replacing pre investment, changing the implementation location, etc. 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, 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 benefit 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: consult the company’s financial reports and other materials, and interview the person in charge of the company’s financial department to understand the company.
1. Whether there are significant fluctuations in performance √
2. Is there a reasonable explanation for the large 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 the company’s and shareholders’ commitments: check the commitments made by the company, shareholders and other relevant personnel; Consult the company’s periodic reports, temporary announcements and other materials.
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: consulting the articles of association, dividend planning, relevant resolutions and information disclosure documents; Check the company’s major contracts, large capital payment records and relevant vouchers; Communicate with relevant personnel of the company to understand the relevant situation.
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 capital transactions have real transaction background and reasonable reasons √
4. Whether there is no significant change or risk √ during the performance of major investment or major contract
5. Whether there is no significant change or risk in the company’s production and operation environment √
6. Whether the company’s problems found by the early-stage regulators and sponsors have been rectified according to the relevant requirements. II. Problems and explanations found in the on-site inspection
The shareholding ratio of Suzhou Tianfu Co., Ltd. and Renfu Co., Ltd. decreased from 40.82% during the centralized trading period of July 20, 2018 to 40.52% due to the dilution of shares held by Suzhou Tianfu Co., Ltd. and the cancellation of shares held by Renmeng Co., Ltd. during the period of July 20, 2018. When the shareholding ratio changes to 5%, it fails to submit a written report to the Shenzhen Stock Exchange and disclose the equity change report in time, and stops selling the company’s shares before fulfilling the reporting and announcement obligations. The above behavior violates the gem stock listing rules (December 2020)
Articles 1.4 and 2.3.10 of the guidelines for the standardized operation of companies listed on the gem (revised in 2020) and article 4.1.2 of the guidelines for the standardized operation of companies listed on the gem (revised in 2020). The controlling shareholders and persons acting in concert attach great importance to this problem, have learned lessons and rectified them in time to prevent the recurrence of the above problems.
(there is no text on this page, which is the signature page of Huatai United Securities Co., Ltd. on Suzhou Tfc Optical Communication Co.Ltd(300394) 2021 on-site inspection report) sponsor representative (signature):
Qian Ya understands LAN
Huatai United Securities Co., Ltd. (official seal) January 11, 2022
