Ping An Securities Co., Ltd
About Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) non-public offering of shares
Regular site inspection report
Name of Sponsor: Ping An Securities Co., Ltd. abbreviation of the sponsored company: Zhejiang Jingxin Pharmaceutical Co.Ltd(002020)
Name of sponsor representative: Zhu Xiangjian Tel: 0755-82400862
Name of sponsor representative: Wang Ying Tel: 0755-82400862
Names of on-site inspectors: Zhu Xiangjian, Wang Ying
Corresponding period of on-site inspection: January 2021 – December 2021
On site inspection time: December 27, 2021 – January 7, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means: refer to the articles of association, “three meetings and one floor” rules of procedure, internal decision-making system and other systems; Access to the meeting materials of the third session; Obtain decision-making documents on the change of directors, supervisors and senior managers and information disclosure documents; Field inspection of the company’s main management sites; Interview the Secretary of the board of directors of the company.
1. Whether the articles of association and corporate governance system are complete and compliant is —
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, including the time, place, attendees and the meeting is —
Whether the discussion contents and other elements are complete, and whether the meeting materials are preserved completely
4. Whether the resolution of the third meeting is signed and confirmed by the relevant personnel attending the meeting? Yes —
5. Whether the directors, supervisors and senior managers of the company comply with relevant laws, administrative regulations, departmental rules and yes —
Performance of duties in normative documents and relevant business rules of the exchange
6. If the directors, supervisors and senior managers of the company have made significant changes, have they fulfilled the corresponding procedures and – not applicable information disclosure obligations
7. If the controlling shareholder or actual controller of the company changes, whether it has fulfilled – not applicable to the corresponding procedures and information disclosure obligations
8. Whether the company’s personnel, assets, finance, organization, business and other aspects are independent is —
9. Whether there is no horizontal competition between the company and the controlling shareholder and the actual controller is —
(II) on site inspection means of internal control: consult the company’s internal audit system and the data of the internal audit department; Access to the meeting materials of the Audit Committee; Consult the company’s entrusted financial management related decision-making documents, etc.
1. Whether the internal audit system has been established in accordance with relevant regulations and whether the internal audit system has been established is —
Accounting department (if applicable)
2. Whether the internal audit system is established and established within 6 months after the stock listing – not applicable to the internal audit department (if applicable)
3. Whether the personnel composition of the internal audit department and the audit committee is compliant (if yes —
(applicable)
4. Does the audit committee meet at least once a quarter to consider whether the internal audit is —
Work plans and reports submitted by the audit department (if applicable)
5. Does the audit committee report to the board of directors at least quarterly? Yes —
Audit progress, quality and major problems found (if applicable) 6 Does the internal audit department report to the audit committee at least quarterly
The implementation of the internal audit work plan and the internal audit work are —
Problems found, etc. (if applicable)
7. Is the internal audit department responsible for the deposit and of raised funds at least quarterly-
Conduct an audit of usage (if applicable) 8 Is the internal audit department within two months before the end of each fiscal year
Submit the internal audit work plan for the next year to the Audit Committee (if applicable —
(used)
9. Whether the internal audit department is —
Submit annual internal audit report to the Audit Committee (if applicable)
10. Does the internal audit department submit to the audit committee at least once a year? Yes —
Internal control evaluation report (if applicable)
11. Whether it is —
Establish a complete and compliant internal control system (III) on-site inspection means of information disclosure: consult the company’s information disclosure directory index and relevant information disclosure documents; Consult the company’s information disclosure system, investor management system, investor relations management archives, etc.
1. Whether the disclosed announcement of the company is consistent with the actual situation is —
2. Whether the contents disclosed by the company are complete is —
3. Whether the disclosed matters of the company have not undergone significant changes or made significant progress is —
progress
4. Whether there are no major matters that should be disclosed but not disclosed is —
5. Whether the transmission, disclosure process and confidentiality of major information comply with public is —
Relevant provisions of the company’s information disclosure management system
6. Whether the investor relations activity record form is in time on the interactive website of the exchange is —
Publish (IV) the establishment and implementation of a long-term mechanism to protect the company’s interests from infringement. On site inspection means: obtain system documents such as related party transactions and external guarantees; Consult regular reports, details of related party transactions and details of external guarantees; Review the review procedures and information disclosure documents related to related party transactions and external guarantees.
1. Whether there is a direct system to prevent controlling shareholders, actual controllers and their affiliates from —
The system of 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 have direct or —
Indirect occupation of funds or other resources of the listed company
3. Whether the review procedures of related party transactions are compliant and fulfilled the corresponding information is —
Disclosure obligation
4. Whether the price of related party transactions is fair is —
5. Whether there is no non affiliated situation of connected transactions is —
6. Whether the external guarantee review procedure is compliant and the corresponding information disclosure obligation is fulfilled
7. Whether the guaranteed party has no deterioration of financial status, failure to pay off the guaranteed debt when due – not applicable to the guaranteed debt, etc
8. If the guaranteed debt continues to provide guarantee after maturity, whether it has been fulfilled again – the corresponding approval procedures and disclosure obligations are not applicable (V) on site inspection means for the use of raised funds: communicate with relevant personnel of the company, consult relevant materials of the company on the use of raised funds, and check the storage and use of raised funds of the company.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place? Yes —
2. Whether the tripartite supervision agreement on raised funds is effectively implemented is —
3. Whether the raised funds are not occupied by a third party or entrusted in violation of regulations is —
Financial situation 4 Whether there is no change in the purpose of raised funds without performing the review procedures
Temporary replenishment of working capital, replacement of pre investment, change of implementation location, etc. are —
Shape 5 Use idle raised funds to temporarily supplement working capital and invest the raised funds in
Change to permanent replenishment of working capital or use of over raised capital is —
In case of working capital or repayment of bank loans, does the company not make 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 are —
Whether the capital benefit is consistent with the prospectus, etc
7. Whether there are no major risks during the implementation of the raised funds project is —
(VI) on site inspection means of performance: consulting the company’s 2021 quarterly report and semi annual report, communicating with relevant personnel on the company’s performance, understanding the company’s business development, and consulting the industry development and the financial situation of comparable companies.
1. Whether there are significant fluctuations in performance – no-
2. Is there a reasonable explanation for the large fluctuation of performance – not applicable
3. Compared with comparable companies in the same industry, is there no obvious difference in the company’s performance? Yes —
(VII) on site inspection means for the performance of the company’s and shareholders’ commitments: consulting the company’s regular reports, interim reports and other information disclosure documents; Obtain the information statement issued by the company; Interview the company’s executives to learn more about the performance of the company and its shareholders.
1. Whether the company has fully fulfilled relevant commitments is —
2. Whether the shareholders of the company have fully fulfilled the relevant commitments is —
(VIII) on site inspection means for other important matters: consulting the articles of association, dividend planning, relevant resolutions and information disclosure documents; Check the company’s major contracts, large capital payment records and relevant vouchers; Interview with senior management.
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 a real transaction background and reasonable reasons for large capital transactions are —
4. Whether there is no significant investment or contract performance is —
Change or risk
5. Whether there is no significant change in the company’s production and operation environment or whether the risk is —
6. Whether the problems of the company found by the early-stage regulators and sponsors are – not applicable and have been rectified according to relevant requirements
2、 Problems found in site inspection and description (no text below)
