Minsheng Securities Co., Ltd
About Shandong Yanggu Huatai Chemical Co.Ltd(300121)
On site inspection report of continuous supervision in 2021
Name of Sponsor: Minsheng Securities Co., Ltd. abbreviation of the sponsored company: Shandong Yanggu Huatai Chemical Co.Ltd(300121)
Name of sponsor representative: Zheng Hainan Tel: 010-85127635
Name of sponsor representative: Xu Debin Tel: 010-85127635
Name of on-site inspector: Zheng Hainan, Wu Tianyang corresponding period of on-site inspection: 2021
On site inspection time: December 28 – December 30, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): consult the articles of association and various rules and regulations; Consult and copy the documents of the third session and relevant documents; Interview senior managers and other relevant personnel 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. Whether the minutes of the third meeting are complete, including time, place, attendees and meeting content
√
Whether it is 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 comply with relevant laws, administrative regulations, departmental rules and normative documents
√
Perform duties according to relevant business rules of the exchange 6 If the directors, supervisors and senior management of the company have changed significantly, whether they have fulfilled the corresponding procedures and information disclosure obligations √ 7 If the controlling shareholder or actual controller of the company changes, has it performed the corresponding procedures and procedures
√ 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) internal control
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): consult and copy the internal audit system, reports, meetings and other materials; Interview the head of the internal audit department.
1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations √
2. Whether the internal audit system and internal audit department are established within 6 months after the listing of shares √
3. Whether the personnel composition of the internal audit department and the audit committee is compliant √
4. Does the audit committee hold meetings at least once a quarter to consider the reports submitted by the internal audit department
√
Work plan and report, etc. 5 Does the audit committee report the progress of internal audit to the board of directors at least quarterly
√
Quality and major problems found 6 Does the internal audit department report the internal audit work to the audit committee at least quarterly
√
Implementation of the plan and problems found in internal audit 7 Whether the internal audit department reviews the deposit and use of raised funds at least quarterly
√
8. Audit Does the internal audit department report to the audit committee two months before the end of each fiscal year
√
Submit the next annual internal audit work plan 9 Does the internal audit department report to the audit committee within two months after the end of each fiscal year
√
Submit annual internal audit report 10 Does the internal audit department submit an internal control evaluation to the audit committee at least once a year
√
Report 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 (including but not limited to those listed in Article 33 of these guidelines): consult and copy relevant documents and materials of information disclosure; Interview the Secretary of the board of directors and other relevant personnel.
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 company’s information disclosure management
√
Relevant provisions of 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 means for the establishment and implementation of the long-term mechanism for protecting the company’s interests from infringement (including but not limited to those listed in Article 33 of these guidelines): consult the company’s connected transaction system; Check the related party transactions between the company and the controlling shareholders and other related parties, including transaction matters, transaction amount, decision-making procedures, voting materials, etc.
1. Whether there is a system to prevent controlling shareholders, actual controllers and their affiliates from directly or indirectly accounting for
√
System of using funds or other resources of listed companies 2 Whether the controlling shareholders, actual controllers and their affiliates do not have direct or indirect occupation
√
Capital or other resources of the municipal 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 has no deterioration of financial status, failure to pay off the guaranteed debt, etc. √ 8 If the guaranteed debt continues to provide guarantee after maturity, has the corresponding approval process been performed again
√
Preface and disclosure obligations (V) on site inspection means for the use of raised funds (including but not limited to those listed in Article 33 of these guidelines): consult the management system for the use of raised funds, the tripartite supervision agreement for raised funds and other materials; Check the bank statement, Sub Ledger and other materials of the special account for 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 √
4. Whether there is no change in the purpose of raised funds or temporary replenishment of liquidity without performing the review procedures
√
Capital replacement, advance investment, change of 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 benefits are consistent with
√
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 (including but not limited to those listed in Article 33 of these guidelines): consulting the company’s financial statements; Check the periodic reports disclosed by Listed Companies in the same industry and relevant industry research reports
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 (including but not limited to those listed in Article 33 of these guidelines): check the company’s periodic reports; Review the commitments made by the company, shareholders and other relevant personnel
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 (including but not limited to those listed in Article 33 of these guidelines): check the announcements and periodic reports disclosed by the company
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 are no significant changes or risks in the process of major investment or 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 √ in accordance with relevant requirements
Based on the rectification II. Problems found in on-site inspection and explanation, from January to September 2021, Shandong Yanggu Huatai Chemical Co.Ltd(300121) net profit attributable to shareholders of listed companies increased by 216.91% over the same period of last year, mainly due to the significant increase in sales and selling prices of most products; Compared with the share allotment prospectus, the progress of the investment project of the funds raised in the previous share allotment has been delayed, all items have been settled at the end of July 2021, and the surplus raised funds have been permanently supplemented with working capital; As of the issuance date of this inspection report, Shandong Yanggu Huatai Chemical Co.Ltd(300121) has guaranteed Shandong gufengyuan Biotechnology Group Co., Ltd. (hereinafter referred to as “gufengyuan”) a total of 56.49 million yuan. Gu Fengyuan’s operating condition in 2021 was poor, but there was no case of failing to pay off the guaranteed debt when due. Shandong Yanggu Huatai Chemical Co.Ltd(300121) it is proposed to take measures such as gradually reducing the guarantee amount to Gu Fengyuan to reduce the guarantee risk of the company
