Gf Securities Co.Ltd(000776) report on Guangdong Brandmax Marketing Co.Ltd(300805) regular on-site inspection in 2021
Name of the sponsor: Gf Securities Co.Ltd(000776) abbreviation of the sponsored company: Guangdong Brandmax Marketing Co.Ltd(300805)
Name of sponsor representative: Jiang Di Tel: 020-66338888
Name of sponsor representative: Huang Xiaonian Tel: 020-66338888
Name of on-site inspector: Jiang Di, Miao Yixuan corresponding period of on-site inspection: 2021
On site inspection time: December 24, 2021 – December 31, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means (including but not limited to those listed in Article 33 of these guidelines):
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 (including but not limited to those listed in Article 33 of these guidelines): 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 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 progress, quality and major problems found 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 (III) on-site inspection means of information disclosure (including but not limited to those listed in Article 33 of these guidelines) has been established for matters such as venture capital, entrusted financial management and hedging business (III):
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 (including but not limited to those listed in Article 33 of these guidelines): 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 of financial status, failure to pay off the guaranteed debt at maturity √ note 1, 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 means for the use of raised funds (including but not limited to those listed in Article 33 of these guidelines):
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 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 √ to 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 (including but not limited to those listed in Article 33 of these guidelines):
1. Whether there are significant fluctuations in performance √ note 2
2. Is there a reasonable explanation for the large fluctuation of performance √
3. Compared with comparable companies in the same industry, whether there are no obvious abnormalities in the company’s performance √ (VII) on-site inspection methods for the performance of the company and shareholders’ commitments (including but not limited to those listed in Article 33 of these guidelines):
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 (including but not limited to those listed in Article 33 of these guidelines):
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
Note 1: from January to December 2021, Guangdong Brandmax Marketing Co.Ltd(300805) had guarantees for its subsidiaries. In addition to the above guarantees, the company and its subsidiaries had no other external guarantees.
Note 2: from January to September 2021, Guangdong Brandmax Marketing Co.Ltd(300805) net profit attributable to shareholders of listed companies was 6.7137 million yuan, a year-on-year decrease of 93.10%. Mainly due to the impact of the epidemic, the customer marketing strategy tends to be cautious, the market competition intensifies, the orders of interactive display business dominated by offline aggregated marketing display activities decrease, and the company’s industry drops to 13.82%, affecting the company’s net profit.
The company actively adapts to the industry changes brought about by the epidemic, such as the acceleration of consumption digitization and the continuous strengthening of Wuxi Online Offline Communication Information Technology Co.Ltd(300959) coordination, and constantly expands the coverage of new industries. At the same time, it actively arranges new businesses and capabilities, and expands R & D investment in innovative business fields such as private marketing, new business space, digital interaction and art, and digital retail B2C, And continuously increased investment in talent team construction and information construction. Therefore, the sum of the company’s R & D expenses, sales expenses and management expenses increased by 23.27% year-on-year, which also affected the performance of the company’s net profit.
(there is no text on this page, which is dedicated to the signature and seal page of Gf Securities Co.Ltd(000776) report on Guangdong Brandmax Marketing Co.Ltd(300805) regular on-site inspection of continuous supervision in 2021) signature of the sponsor representative:
Jiang Di, Huang Xiaonian
Gf Securities Co.Ltd(000776) mm / DD / yy
