Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Jiangxi Fushine Pharmaceutical Co.Ltd(300497)
2021 annual continuous supervision and regular on-site inspection report
Name of recommendation institution: Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. abbreviation of the recommended company: Jiangxi Fushine Pharmaceutical Co.Ltd(300497)
Name of sponsor representative: Wang Haitao Tel: 01057065285
Name of Sponsor: Liang Guochao Tel.: 285010570
Name of on-site inspector: Liang Guochao
Corresponding period of on-site inspection: January 1, 2021 to December 31, 2021
On site inspection time: April 10, 2022 - April 13, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: (1) consult the articles of association and various corporate governance systems; (2) Check the documents of the three sessions, information disclosure and other relevant documents during the inspection period; (3) Inspect the main production, operation and management sites of listed companies on the spot; (4) Consult, copy and record relevant documents, original vouchers and other materials or objective conditions.
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 and contents of the meeting 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 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, whether the corresponding procedures have been performed √
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 its controlling shareholders and actual controllers √
(II) whether internal control is not applicable
On site inspection means: (1) refer to the company's internal audit system; (2) Investigate the composition of the internal audit department and the Audit Committee; (3) Access to the meeting documents of the Audit Committee; (4) Check all reports issued by the work plan of the company's internal audit department; (5) Consult the relevant management systems of venture capital and major investment, etc
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 √
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3. Whether the personnel composition of the internal audit department and the audit committee is compliant √
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 5 Whether the audit committee reports the progress, quality and major problems of internal audit to the board of directors at least once a quarter 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 once a quarter 7 Whether the internal audit department conducts √ audit on the deposit and use of raised funds at least once a quarter 8 Whether the internal audit department submits the internal audit work plan for the next year to the audit committee √ meeting within two months before the end of each fiscal year 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 10 Whether the internal audit department submits the internal control evaluation report to the audit committee at least once a year 11 Whether the internal control system of √ readiness and compliance has been established for matters such as venture capital, entrusted financial management and hedging business
(III) whether the information disclosed is not applicable
On site inspection means: (1) consult the materials of the three meetings and the information disclosed by the company; (2) Consult the company's information disclosure system, information disclosure documents and information disclosure approval form; (3) Check and copy the disclosed announcement documents of the company, understand the actual operation of the company, and compare them with the information disclosed by the company.
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) whether the establishment and implementation of the long-term mechanism to protect the interests of the company are not applicable
On site inspection means: (1) consult relevant internal control systems of the company; (2) Consult the documents of the third meeting of the company; (3) Consult the company's periodic reports and other information disclosure documents; (4) Check whether the company's management, actual controllers and shareholders have been punished or bad credit records through network search. 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 there is no direct or indirect occupation by controlling shareholders, actual controllers and their affiliates √
Capital 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 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 have the situation of deterioration of financial condition, failure to pay off the guaranteed debt, etc. √
8. If the guaranteed debt continues to provide guarantee after maturity, has the corresponding approval √ procedures and disclosure obligations been performed again
(V) whether the use of raised funds is not applicable
On site inspection means: (1) consult the company's fund-raising management system and the documents of the three meetings related to its formulation and approval; (2) Check the tripartite / quadripartite supervision agreement of raised funds; (3) Check the statement of the special account for raised funds and the bank journal; (4) Spot check the documents related to the use of raised funds, such as contracts, payment applications and bank receipts; (5) Check whether the idle raised funds are used for cash management; (6) Understand the progress of raised investment projects.
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 without fulfilling the review procedures, temporarily replenishing √ mobile funds, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily supplement working capital and change the investment direction of raised funds to permanent investment
If the company replenishes working capital for a long time or uses over raised funds to replenish 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) whether the performance is not applicable
On site inspection means: (1) check the regular reports and performance forecast documents disclosed by the company to understand the performance fluctuation; (2) Consult and copy relevant documents, original vouchers and other materials or objective conditions; (3) Ask some senior managers for information.
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) whether the performance of commitments of the company and shareholders is not applicable
On site inspection means: (1) check the commitments made by the company, shareholders and other relevant personnel; (2) Consult the company's performance forecast, interim report 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) whether other important matters are not applicable
On site inspection means: (1) consult the articles of association, relevant resolutions and information disclosure documents; (2) Check the company's cash dividend system and whether the implementation of dividends meets the system requirements; (3) Check the company's major contracts and large capital payment records and relevant vouchers; (4) Search public information and consult relevant industry materials.
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 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. Have the problems of the company found by the early-stage regulators and sponsors been solved according to the relevant requirements √
II. Problems found in on-site inspection and description
This on-site inspection did not find any problems that need to be rectified by listed companies.
(there is no text on this page, which is the signature page of Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. on the regular on-site inspection report of Jiangxi Fushine Pharmaceutical Co.Ltd(300497) 2021 annual continuous supervision) recommendation representative:
Wang Haitao, Liang Guochao
Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. mm / DD / yyyy
