China Galaxy Securities Co.Ltd(601881)
About Ofilm Group Co.Ltd(002456)
Regular site inspection report in 2021
Name of the sponsor: China Galaxy Securities Co.Ltd(601881) abbreviation of the sponsored company: Ofilm Group Co.Ltd(002456)
Name of sponsor representative: Qin Jinglin Tel: (86) 571-86483910
Name of sponsor representative: Chen Zhaojun Tel: (86) 021-60870878
Name of on-site inspector: Qin Jinglin, Wei Qi, Zhao Qi, Wang Yaolin, Liu leliang corresponding period of on-site inspection: 2021 annual on-site inspection time: December 27, 2021 – December 31, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means: consulted the documents of the company’s three meetings, articles of association and other governance systems, and verified the convening procedures, qualification of participants, voting procedures and other matters of the three meetings; Interviewed the board secretary and actual controller; It has checked whether there are violations such as horizontal competition and obviously unfair related party transactions.
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 √ 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, regulatory 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, 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: consulted the company’s internal audit system, internal audit work plan and other documents, and interviewed the directors and secretaries. 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 Does the audit committee hold 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 progress, quality and major problems found of internal audit work 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: consulting the company’s three meetings, information disclosure documents, investor relations activity records, major information transmission records and other documents, and interviewing the directors and secretaries.
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) on site inspection means for 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 management system and information disclosure of related party transactions; Consulted the related party transaction account and external guarantee account, and spot checked relevant vouchers; Interview the board secretary and actual controller. 1. Whether a system has been established to prevent the 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 in compliance 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 have any deterioration in financial status, failure to pay off the guaranteed debt √ at maturity, etc. 8 If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding √ approval procedures and disclosure obligations have been fulfilled again (V) on-site inspection methods for the use of raised funds: consulting the tripartite supervision agreement of raised funds, statement of special account for raised funds, bank flow, bank receipt and other materials, and interviewing the directors and secretaries.
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 √ supplementing working capital, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily replenish working capital and invest the raised funds in change
In case of more permanent replenishment of working capital or replenishment of working capital with over raised funds or repayment of bank loans by √, 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 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 regular reports and information disclosed by companies in the same industry, and interviewing the directors and secretaries.
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, whether there is no obvious abnormality in the company’s performance √ (VII) on site inspection means of the company and shareholders’ commitment performance: the company’s periodic reports, interim reports and other information disclosure documents and the commitments of the company, shareholders and other relevant personnel were reviewed and verified.
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: consulting the articles of association, announcements, major contracts and other documents, and interviewing the directors, secretaries and actual controllers.
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 problems found by the regulatory authorities and the sponsor in the early stage have been rectified in accordance with the relevant √ requirements. II. The problems found in the on-site inspection and the description are none
(there is no text on this page, which is the signature page of China Galaxy Securities Co.Ltd(601881) report on Ofilm Group Co.Ltd(002456) regular on-site inspection in 2021)
Sponsor representative:
Qin Jinglin, Chen Zhaojun
China Galaxy Securities Co.Ltd(601881) January 13, 2022
