Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
2021 site inspection report
Name of recommendation institution: Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting recommendation Co., Ltd. abbreviation of the recommended company: Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Name of sponsor representative: Li Zhiwen Tel: 0755-33015699
Name of sponsor representative: Zeng Wenhui Tel: 0755-33015703
Name of on-site inspector: Li Zhiwen, Zeng Wenhui corresponding period of on-site inspection: June 9, 2021 to December 31, 2021 on-site inspection time: December 23, 2021 to December 30, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means: (I) consult the articles of association and relevant systems of corporate governance; (II) consult the documents and relevant resolutions of the three sessions and check their implementation; (III) verify the changes of directors, supervisors and senior management personnel and relevant decision-making documents
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 the exchange
6. In case of major changes in the directors, supervisors and senior management of the company, have they fulfilled the obligations of √ disclosure of corresponding procedures and information
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: (I) talk with the company’s management and internal audit department to understand the effectiveness of the company’s internal control; (II) obtain and review relevant systems and work plans of the internal audit department; (III) consult the working files of the internal audit department
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 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 quarterly to review the work plan and report submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the internal audit progress, quality and major problems found to the board of directors at least once a quarter (if applicable) 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 quarterly √ (if applicable) 7 Does the internal audit department audit 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 an 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 matters such as venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: (I) access to the company’s information disclosure archives; (II) consult relevant supporting documents of the company’s information disclosure, such as meeting resolutions, contract texts, etc; (III) interview with the Secretary of the board of directors
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 Shenzhen Stock Exchange in time (Ⅳ) on-site inspection means for the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement: (I) consult the company’s related party transaction management system, external guarantee management system and other relevant internal regulations of the company; (II) consult the company’s regular reports, details of related party transactions and external guarantees, and consult the information and information disclosure documents of the board of directors, the board of supervisors and the general meeting of shareholders considering related party transactions and external guarantees; (III) interview with the Secretary of the board of directors 1 Has a system 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 occupy the funds or other resources of the listed company directly or indirectly
3. Whether the review procedures of related party transactions are compliant and fulfill the corresponding meaning of information disclosure √
Affairs
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 is free from deterioration of financial status and failure to pay off the guaranteed debt when due √
Other situations
8. If the guaranteed debt continues to be guaranteed after maturity, has the corresponding √ been performed again
Approval procedures and disclosure obligations (V) on-site inspection means for the use of raised funds: (I) consult the company’s raised funds management system and the documents related to the formulation and approval of the three meetings; (II) check the bank statement and other information of the special account for raised funds; (III) review the information disclosure documents related to the raised investment project; (IV) interview relevant personnel of the company and communicate relevant information
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 √
Shape 4 Whether there are no situations such as changing the purpose of raised funds without performing the review procedures, temporarily replenishing working capital, 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 √ to 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: (I) consult the regular reports disclosed by the company to understand the performance fluctuation; (II) interview relevant personnel of the company, check the company’s production and operation sites, and understand the causes of performance fluctuation, the risks faced by the company and the company’s countermeasures; (III) consult industry research reports to understand the reasons for performance fluctuations.
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 √
Note: from January to September 2021, the company achieved an operating revenue of 29.09 billion yuan, a year-on-year increase of 117.5%; The net profit attributable to shareholders of listed companies was 2.76 billion yuan, a year-on-year increase of 226.3%. The main reason is that 2021 is the first year for the company to complete the ownership reform. In the first three quarters, the company deepened the reform of system and mechanism and organizational form to release the vitality of the enterprise; Although the industry environment in the third quarter was adversely affected by the rise in raw material prices and the “double control” policy, it was able to continue to reduce costs and increase efficiency and achieve reverse growth in performance. (VII) performance of commitments of the company and shareholders
On site inspection means: (I) check the commitment letters made by the company, shareholders and other relevant personnel; (II) consult the company’s regular reports, interim reports and other information disclosure documents; (III) interview 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: (I) consult the articles of association, dividend planning, relevant resolutions and information disclosure documents; (II) communicate with relevant personnel of the company; (III) check the main business premises of the company; (IV) drawing large transaction vouchers and transaction contracts
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 regulatory authorities and the sponsor in the early stage have been rectified according to the relevant √ requirements. II. Problems and explanations found in the on-site inspection
None.
(there is no text on this page, which is the signature and seal page of Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. on Tianjin Zhonghuan Semiconductor Co.Ltd(002129) 2021 annual on-site inspection report)
Sponsor representative:
Li Zhiwen, Zeng Wenhui
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. January 12, 2022
