Huachuang Securities Co., Ltd., First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. about First Capital Securities Co.Ltd(002797) 2021
Continuously supervise the work site inspection report
Name of Sponsor: Huachuang Securities Co., Ltd. and abbreviation of the sponsored company: First Capital Securities Co.Ltd(002797) First Capital Securities Co.Ltd(002797) securities underwriting sponsor Co., Ltd
Name of sponsor representative: Yao Zheng Tel: 0755-88309300
Name of sponsor representative: Gao jinni Tel: 010-662333
Name of sponsor representative: Wang Yong Tel: 010-63212099
Name of sponsor representative: Yin hang Tel.: 010-63212083
Name of on-site inspector: Yao Zheng, Yin hang, Yao Yaliang, Lu Changcheng corresponding period of on-site inspection: 2021
On site inspection time: December 29, 2021 to December 30, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means: refer to the articles of association, the rules of the three sessions and the specific contents and implementation of various corporate governance systems; Review and copy relevant documents of the company's three meetings.
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 is
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees, meeting content and other elements are complete, and whether the meeting materials are kept completely 4 Whether the resolution of the third meeting is signed and confirmed by the relevant personnel attending the meeting is 5 Whether the directors, supervisors and senior managers of the company perform their duties in accordance with relevant laws and regulations and the 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 it has performed the corresponding procedures and information disclosure obligations 8 Is the company independent in terms of personnel, assets, finance, organization and business
9. Whether there is no horizontal competition between the company and the controlling shareholder and the actual controller is not applicable
(II) on site inspection means of internal control: refer to the work report of the company's internal audit department, the work report of the audit committee and internal control system documents. 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 is established within six months after the listing of shares and whether the internal audit department (if applicable) is established 3 Whether the composition of the internal audit department and the audit committee is compliant (if applicable) 4 Whether the audit committee holds a meeting at least once a quarter to consider the work plans and reports submitted by the internal audit department (if applicable) 5 Whether the audit committee reports to the board of directors at least once a quarter, including the progress, quality and major problems found in the internal audit (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 does not submit the annual internal audit report to the audit committee within two months after the end of each fiscal year (if applicable) 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 a complete and compliant internal control system has been established for engaging in venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: review the company's information disclosure documents, query the information disclosure of relevant websites, consult the company's information disclosure system, investor relations management system and other documents, investor relations management files, etc.
1. Is the disclosed announcement 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 undergone significant changes or made significant progress
4. Whether there are no major events that should be disclosed but have not been disclosed
5. Whether the transmission, disclosure process and confidentiality of major information meet the requirements of the company
Relevant provisions of information disclosure management system 6 Whether the investor relations activity record form is published on the interactive e-commerce website of the exchange in time is a means of on-site inspection on the establishment and implementation of the long-term mechanism to protect the company's interests from infringement: consulting the company's related party transaction management system, external guarantee and other system documents, the company's general meeting of shareholders, the board of directors, the board of supervisors and other documents.
1. Has a system been established to prevent controlling shareholders, actual controllers and other related persons from directly or indirectly occupying the funds or other resources of the listed company
2. Whether the controlling shareholders, actual controllers and other related persons 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. Is the price of related party transactions fair
5. Whether there is no related party transaction that is not related
6. Whether the external guarantee review procedure is compliant and the corresponding information disclosure obligations have been fulfilled
7. Whether the guaranteed party does not have any deterioration in financial status, failure to pay off the guaranteed debt when due, and the guaranteed debt is not applicable
8. If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding approval procedures and disclosure obligations are not applicable again (V) on-site inspection means for the use of raised funds: consult the company's raised funds management and other system documents, the company's general meeting of shareholders, the board of directors, the board of supervisors and other relevant meeting documents; Check the bank account statement of raised funds, and spot check the original vouchers for the use of raised funds. 1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place
2. Whether the three-party supervision agreement for raised funds is effectively implemented
3. Whether the raised funds are not occupied by a third party or entrusted in violation of regulations 4 Whether there are no situations such as changing the purpose of raised funds, temporarily replenishing working capital, replacing pre investment, changing the implementation location, etc. without performing the review procedures 5 Use idle raised funds to temporarily supplement working capital and invest the raised funds in
If the company changes to permanently replenish working capital or uses over raised funds to replenish non applicable working capital or repay bank loans, does the company not make 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 benefits 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 financial report, financial information of Listed Companies in the same industry, tracking industry information, etc.
1. Is there any significant fluctuation in performance
2. Is there a reasonable explanation for the large fluctuation of performance not applicable
3. Compared with comparable companies in the same industry, whether there is no obvious difference in the company's performance (VII) on-site inspection means of the company and shareholders' commitment performance: consulting the company's announcement, the company's shareholders' meeting, the documents of the board of directors and the board of supervisors, etc.
1. Whether the company has fully fulfilled relevant commitments yes
2. Whether the company's shareholders have fully fulfilled relevant commitments is
(VIII) on site inspection means for other important matters: pay attention to industry trends; Consult and copy relevant documents of the three sessions, corporate governance system, financial data, etc; Collect public information, consult announcements, etc.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed is
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed, not applicable
3. Whether there is real transaction background and reasonable reasons for large capital transactions 4 Whether there are no significant changes or risks in the process of major investment or performance of major contracts 5 Is there no significant change or risk in the company's production and operation environment
6. Whether the problems of the company found by the early-stage regulators and sponsors have been inapplicable and rectified according to relevant requirements II. Problems found in on-site inspection and description
None. It is hereby reported. (no text below)
(there is no text on this page, which is the signature and seal page of Huachuang Securities Co., Ltd. on the on-site inspection report of Huachuang Securities Co., Ltd., First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. on First Capital Securities Co.Ltd(002797) continuous supervision in 2021)
Sponsor representative:
Yao Zheng, Gao jinni
Huachuang Securities Co., Ltd. January 12, 2022 (there is no text on this page, which is the signature and seal page of First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. on the on-site inspection report of Huachuang Securities Co., Ltd., First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. on First Capital Securities Co.Ltd(002797) 2021 continuous supervision)
Sponsor representative:
Wang Yong, Yin hang
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. January 12, 2022
