AVIC Securities Co., Ltd
About Guangzhou Jointas Chemical Co.Ltd(002909)
Regular site inspection report in 2021
Name of Sponsor: AVIC Securities Co., Ltd. abbreviation of the sponsor: Guangzhou Jointas Chemical Co.Ltd(002909)
Name of sponsor representative: Mao Jun Tel: 010-59562504
Name of sponsor representative: Chen Jing Tel.: 021-23563566
Name of on-site inspector: Mao Jun corresponding period of on-site inspection: 2021
On site inspection time: December 31, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means: refer to the articles of association, corporate governance system, documents of previous three meetings and other materials; Interview relevant personnel.
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, meeting contents and other elements 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 it has 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: consult the company’s internal audit system, internal audit report and other documents, and interview relevant personnel. 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 and √ internal audit department (if applicable) is established within 6 months after the listing of shares 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 once a quarter to review the work plan and report submitted by the internal √ audit department (if applicable) 5 Whether the audit committee reports the internal audit to the board of directors at least quarterly √ work progress, quality and major problems found (if applicable) 6 Does the internal audit department report to the audit committee at least quarterly √
Implementation of internal audit work plan and problems found in internal audit (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 (if applicable) to the audit committee within two months before the end of each fiscal year 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 √ 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: check the company’s information disclosure management system, internal reporting system of major events, data of the company’s three sessions, information disclosure documents, investor relations record sheet and other documents, and interview relevant personnel.
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 have 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 timely published √ on the interactive e-commerce website of the exchange (IV) the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement. On site inspection means: refer to the company’s related party transaction decision-making system and external guarantee system; Consult relevant approval documents and supporting documents; Interview relevant personnel. 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 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 compliant 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 has no deterioration of financial status, failure to pay off the guaranteed debt at maturity, etc
8. If the guaranteed debt continues to provide guarantee after maturity, has √ corresponding approval procedures and disclosure obligations been fulfilled again (V) use of raised funds
On site inspection means: check the tripartite supervision agreement of the company’s raised funds, statement of special account for raised funds, large amount certificate of raised funds and other materials, and interview relevant personnel.
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 is no change in the purpose of raised funds without fulfilling the review procedures, √ temporary replenishment of working capital, replacement of pre investment, change of implementation location, etc. 5 If the company uses idle raised funds to temporarily supplement working capital, changes the investment of raised funds to √ to permanently supplement working capital, or uses over raised funds to supplement 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) on site inspection means of performance: consulting the company’s regular reports, relevant industry research reports and information disclosed by companies in the same industry; Interview relevant personnel.
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 difference in the company’s performance (VII) on-site inspection means of the company and shareholders’ commitment performance: interview relevant personnel and check the disclosure of the company and shareholders’ commitment performance.
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: consult the articles of association, dividend planning and other documents, capital transaction vouchers, major investment agreements, major contracts and other materials, and interview relevant personnel.
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 in the process of major investment or performance of major contracts
5. Whether there is no significant change or risk in the company’s production and operation environment √
6. Whether the problems found by the early-stage regulators and sponsors have been √
Rectification according to relevant requirements II. Problems and explanations found in the on-site inspection. After the on-site verification of the sponsor, no matters requiring further rectification were found during the period covered by the on-site inspection.
(there is no text on this page, which is the signature page of AVIC Securities Co., Ltd. on Guangzhou Jointas Chemical Co.Ltd(002909) 2021 regular on-site inspection report)
Sponsor representative:
Mao Jun, Chen Jing
AVIC Securities Co., Ltd
