Site inspection report
Huatai United Securities Co., Ltd
On site inspection report of Jiangsu Eastern Shenghong Co.Ltd(000301) 2021
According to the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business of China Securities Regulatory Commission and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, Huatai United Securities Co., Ltd. acts as a recommendation institution for Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as ” Jiangsu Eastern Shenghong Co.Ltd(000301) ” or “the company”) to publicly issue convertible corporate bonds, On December 30, 2021, an on-site inspection was conducted on the relevant situation of Jiangsu Eastern Shenghong Co.Ltd(000301) 2021, and the report is as follows: name of Sponsor: Huatai United Securities Co., Ltd. abbreviation of the sponsored company: Jiangsu Eastern Shenghong Co.Ltd(000301)
Name of sponsor representative: Li Yongwei Tel.: 021-38966588
Name of sponsor representative: Jiang Haiyang Tel.: 021-38966588
Name of on-site inspector: Li Yongwei, Jiang Haiyang
Corresponding period of on-site inspection: January 1, 2021 to December 30, 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: on-site inspection of the company’s main business premises; Consult the articles of association, minutes of the third meeting, information disclosure documents and other relevant documents, and interview relevant personnel.
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 management 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 If the directors, supervisors and senior management of the company have changed significantly, have they fulfilled the corresponding procedures and information disclosure obligations
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: consult the company’s internal audit system, internal audit report and other documents, and interview relevant personnel. 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 system are established within 6 months after the listing of shares √
Department (if applicable) 3 Whether the personnel composition of the internal audit department and the audit committee is compliant (if applicable) √
Site inspection report
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 to the audit committee √ two months before the end of each fiscal year (if applicable) 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 the internal control system of √ preparation and compliance has been established for matters such as venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: consult the data of the company’s three meetings and information disclosure documents, check relevant basic materials, records of investor relations activities, records of major information transmission and other documents, and interview 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 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 related party transaction management system and external guarantee management system; Review the approval documents and supporting documents related to related party transactions and external guarantees; Interview relevant personnel. 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 suffer from deterioration of financial status or failure to pay off the guaranteed debt when due √
shape
8. If the guaranteed debt continues to provide guarantee after maturity, has the corresponding approval been performed again √
Procedures and disclosure obligations (V) use of raised funds
Site inspection report
On site inspection means: check the tripartite supervision agreement of raised funds, statement of special account for raised funds, management account of raised funds and other materials, and interview relevant personnel.
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: consulting the company’s regular reports, relevant industry research reports and information disclosed by companies in the same industry; Interview with relevant personnel.
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, announcements and other documents of the company, shareholders and other relevant personnel, and check the company’s regular reports, interim reports and other 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: consult the articles of association, dividend planning and other relevant announcements, capital transaction vouchers, major contracts and other documents, and interview relevant personnel.
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. Has the company’s problems found by the early-stage regulators and sponsors been solved according to relevant requirements √
2. Problems and explanations found in the on-site inspection. Through the on-site inspection of the sponsor, no matters requiring further rectification were found during the period covered by the on-site inspection.
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