Guotai Junan Securities Co.Ltd(601211)
About Zhongji Innolight Co.Ltd(300308)
2021 continuous supervision and regular on-site inspection report
Name of recommendation institution: abbreviation of the recommended company:
Guotai Junan Securities Co.Ltd(601211) Zhongji Innolight Co.Ltd(300308)
Name of sponsor representative: Zhang Guiyang Tel.: 02138031764
Name of sponsor representative: Xing Yongzhe Tel.: 02138031762
Name of on-site inspector: Zhang Guiyang, Zhang yueqian corresponding period of on-site inspection: 2021
On site inspection time: April 21, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: (1) interview and exchange with the management and relevant personnel of the listed company; (2) Consult the company’s information disclosure documents; (3) Consult the relevant documents of the company’s three meetings, including meeting notice, proposal, vote, meeting minutes, resolution, etc; (4) Review and verify the specific contents and implementation of the articles of association, the rules of the three sessions and various corporate governance systems.
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 meeting minutes of the third meeting are complete, and the time, place, attendees and meeting contents shall be checked
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Whether the documents 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 comply with relevant laws, administrative regulations, departmental rules and normative documents
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6. Performance of duties in accordance with relevant business rules of Shenzhen Stock Exchange If the directors, supervisors and senior managers of the company have changed significantly, have they fulfilled the corresponding procedures and information disclosure obligations
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Business 7 If the controlling shareholder or actual controller of the company changes, has it fulfilled the corresponding procedures
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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) on site inspection means of internal control: (1) interview and exchange with the management and relevant personnel of the listed company; (2) Check the compliance of the personnel composition of the company’s internal audit department and Audit Committee; (3) Consult the internal audit report and other relevant documents issued by the company’s internal audit department; (4) Consult relevant meeting documents of the audit committee of the company; (5) Consult various internal control systems formulated by the company; (6) Check the self-evaluation report of the board of directors on the effectiveness of internal control and the internal control assurance report issued by accountants. 1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations (if applicable)
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2 Whether internal audit system and internal audit system are established within 6 months after stock listing
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Department (if applicable)
3. Whether the personnel composition of the internal audit department and the audit committee is compliant (if applicable) √
4. Does the audit committee hold a meeting at least once a quarter to consider the suggestions made by the internal audit department
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Work plan and report submitted (if applicable) 5 Does the audit committee report the progress of internal audit to the board of directors at least quarterly
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6. Quality and major problems found (if applicable) Does the internal audit department report the internal audit to the audit committee at least quarterly
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Implementation of work plan and problems found in internal audit (if applicable) 7 Whether the internal audit department reviews the deposit and use of raised funds at least quarterly
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8. One audit (if applicable) Does the internal audit department report to the audit committee two months before the end of each fiscal year
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9. Submit the internal audit work plan for the next year (if applicable) Does the internal audit department report to the audit committee within two months after the end of each fiscal year
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Annual internal audit report (if applicable) 10 Does the internal audit department submit an internal control review to the audit committee at least once a year
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11. Price report (if applicable) Whether the establishment of risk investment, entrusted financial management, hedging business and other matters has been completed
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Internal control system for preparation and compliance (III) on-site inspection means of information disclosure: (1) interview and exchange with the management and relevant personnel of listed companies; (2) Consult the company’s information disclosure documents and relevant supporting documents; (3) Consult the company’s information disclosure management system and other relevant documents; (4) Check the relevant information on the interactive website of Shenzhen Stock Exchange and the relevant media reports on 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 company’s information requirements
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Relevant provisions of the disclosure management system 5 Whether the transmission, disclosure process and confidentiality of major information comply with the company’s information disclosure
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Relevant provisions of management system 6 Whether the investor relations activity record form is posted on the interactive website of Shenzhen Stock Exchange in time
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(IV) on site inspection of the establishment and implementation of a long-term mechanism to protect the interests of the company from infringement means: (1) interview and exchange with the management and relevant personnel of the listed company; (2) Consult the articles of association, related party transaction management system and other relevant system documents; (3) Check the company’s related party transactions, external guarantee related contracts, vouchers, three meetings documents, information disclosure documents, etc. 1. Whether there is a system to prevent controlling shareholders, actual controllers and their affiliates from directly or indirectly
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System of occupying funds or other resources of listed companies 2 Whether there is no direct or indirect occupation by controlling shareholders, actual controllers and their affiliates
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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 is free from deterioration of financial condition, failure to pay off the guaranteed debt, etc
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Shape 8 If the guaranteed debt continues to provide guarantee after maturity, has the corresponding approval been performed again
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Procedures and disclosure obligations (V) use of raised funds
On site inspection means: (1) interview and exchange with the management and relevant personnel of the listed company; (2) Check the bank statement of the company’s special account for raised funds; (3) Spot check the large amount contracts for the use of the company’s raised funds, the approval forms for the use of funds, payment vouchers, etc; (4) Check the documents of the three meetings and information disclosure documents related to the use of the company’s 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 in violation of regulations √
4. Whether there is no change in the purpose of raised funds or temporary supplementary flow without performing the review procedures
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Dynamic 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 high-risk 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
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Consistent with the 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: (1) interview and exchange with the management and relevant personnel of the listed company; (2) Consult the company’s periodic reports and other materials; (3) Consult the information disclosure documents such as periodic reports of comparable companies in the same industry and the development status of the industry.
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) on site inspection means of the company and shareholders’ commitment performance: (1) interview and exchange with the management and relevant personnel of the listed company; (2) Check the relevant documents and information disclosure of the company and shareholders’ relevant commitments and their performance.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √ [note]
(VIII) on site inspection means for other important matters: (1) interview the management and relevant personnel of the listed company
