Ping An Securities Co., Ltd
About Keli Motor Group Co.Ltd(002892)
2021 annual regular site inspection report
Name of Sponsor: Ping An Securities Co., Ltd. abbreviation of the sponsored company: Keli Motor Group Co.Ltd(002892)
Name of sponsor representative: Wang Yao Tel: 0755-22622125
Name of sponsor representative: Chen Zhengyuan Tel.: 0755-22626375
Names of on-site inspectors: Wang Yao, Lei Yusi, Liu Yilin
Corresponding period of on-site inspection: August 2021 to December 2021
On site inspection time: December 28, 2021 to December 29, 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 √
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 √ content 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, √ 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 information disclosure obligations
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled √
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 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 is established and the internal audit department is established in accordance with relevant regulations (if applicable) 2 Whether the internal audit system is established and the internal √ audit department is established within 6 months after the stock listing (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 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 Whether the internal audit department reports the implementation of the internal audit work plan and the √ questions 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 (if applicable) to the audit committee 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 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 matters such as venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: consult the company's information disclosure catalogue index and relevant information disclosure documents; Consult the company's information disclosure system, investor management system, investor relations management archives, etc.
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: obtaining 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 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 comply with the regulations and fulfill the corresponding information disclosure √
obligation
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 procedure is compliant and fulfills the corresponding information disclosure meaning √
Affairs
7. Whether the guaranteed party is free from deterioration of financial status and non repayment of the guaranteed party at maturity √
Debt, etc
8. If the guaranteed debt continues to be guaranteed after maturity, has it been performed again √
Examination and approval procedures and disclosure obligations (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 √
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, replenishing working capital temporarily, √ 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 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 √ 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: consult the company's third quarter report of 2021, communicate with relevant personnel on the company's performance, understand the company's business development, and consult the industry development and the financial situation of comparable companies.
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: check the company's regular reports, interim reports and other information disclosure documents; Interview the company's executives to understand the performance of the company and its shareholders.
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, dividend planning, relevant resolutions and information disclosure documents; Consult the company's regular reports, interim reports and other information disclosure documents; Interview with senior management.
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. Is there no significant change √ or risk in the process of major investment or performance of 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 according to √ relevant requirements. II. Problems found in the on-site inspection and description. This on-site inspection found no problems that the issuer needs to rectify.
(there is no text on this page, which is the signature and seal page of Ping An Securities Co., Ltd. on Keli Motor Group Co.Ltd(002892) 2021 annual regular on-site inspection report) sponsor representative:
Wang Yao, Chen Zhengyuan
Ping An Securities Co., Ltd. January 13, 2022
