Citic Securities Company Limited(600030)
About Shenzhen Aoto Electronics Co.Ltd(002587)
On site inspection report of continuous supervision in 2021
Name of the sponsor: Citic Securities Company Limited(600030) abbreviation of the sponsored company: Shenzhen Aoto Electronics Co.Ltd(002587)
Name of sponsor representative: Zhang Di Tel: 0755-23835295
Name of sponsor representative: Shi Songxiang Tel: 0755-23835265
Name of on-site inspector: Zhang Di corresponding period of on-site inspection: 2021
On site inspection time: December 30, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means:
Obtain the company’s current governance rules, internal control system and other rules, verify the company’s basic systems such as the articles of association, the general meeting of shareholders, the rules of procedure of the board of directors and the board of supervisors, and consult the resolutions and records of the general meeting of shareholders, the board of directors and the board of supervisors; Learn about the implementation of the company’s basic systems from the personnel of relevant departments of the company, the diligence and changes of the directors, supervisors and senior managers in performing their duties, the changes of the shares held by the controlling shareholders and the compliance of the controlling shareholders with relevant laws and regulations.
Obtain the company’s organization chart, periodic reports and relevant system documents; Understand whether the company and its affiliated enterprises have situations affecting their independence in terms of personnel, assets, finance, institutions and business; Understand the basic business conditions of corporate governance and check 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 comply with relevant laws, administrative regulations, departmental rules, √
Normative documents and relevant business rules of the exchange perform their duties 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:
Obtain the company’s current governance rules and internal control system, obtain the company’s internal audit system and the internal audit work report issued by the internal audit department, verify the company’s internal control work, and learn from relevant personnel about the work of the company’s internal audit department and the implementation of relevant systems.
Review the articles of association, foreign investment management system, resolutions of the board of directors related to investment decisions, and the company’s foreign investment transactions; Check with the personnel of relevant departments of the company to find out whether there are situations affecting the independence of the company and its affiliated enterprises in terms of personnel, assets, finance, institutions, business, etc; Understand the basic business situation and development plan of corporate governance, and check whether there are violations such as horizontal competition and obviously unfair related party transactions. 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 Does the internal audit department report 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 (III) on-site inspection means of information disclosure:
Obtain the company’s information disclosure management system, insider registration management system and other systems and information disclosure documents, and consult the investor relations activity record form. Check the shares held by the directors, supervisors and senior managers of the company and their changes; Extract the company’s insider information announcement and relevant documents, and obtain the insider of the company’s insider information and relevant information disclosure materials at key time points.
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 a long-term mechanism to protect the company’s interests from infringement:
Obtain the company’s related party transaction management system, external guarantee management system and other relevant internal regulations of the company; Search the relevant reports of major media on the company, its controlling shareholders and actual controllers.
Obtain the list of related parties, transaction materials of related parties and details of capital transactions of related parties; Learn about the related party transactions of the company and the implementation of the related party transaction management system from the personnel of relevant departments of the company, and understand the related party transactions of the company
Legal compliance. 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 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:
Obtain the company’s raised funds management system and the relevant three meeting documents for formulation and approval.
Continuously obtain the account of raised funds and check the use of raised funds. Obtain the tripartite / quadripartite supervision agreement on the deposit of raised funds and relevant meeting approval documents, obtain the bank statement of the special account for raised funds, and spot check the large amount payment voucher and original voucher of raised funds; Understand the specific direction and compliance of the use of raised funds.
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 Use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to √ to permanently supplement working capital, or use over raised funds to supplement working capital
6. Whether the company has not made venture capital investment during the commitment period in case of payment or repayment of bank loans 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 and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange; Obtain the company’s financial performance materials; Understand the company’s financial situation from the personnel of the company’s financial department.
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 are no obvious abnormalities in the company’s performance √ (VII) on site inspection methods for the performance of the company and shareholders’ commitments:
Obtain the commitment documents made by the company and its shareholders, actual controllers, directors, supervisors and senior managers, check the relevant materials corresponding to the commitment terms, and understand the commitment performance and relevant information disclosure.
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:
Obtain relevant system documents of the company and consult the company’s public information disclosure documents.
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. Has the company’s problems found by the regulators and sponsors in the early stage been rectified according to √ relevant requirements
2、 Problems found in the on-site inspection and description through the on-site inspection of the sponsor, no matters requiring further rectification were found during the period covered by the on-site inspection. (no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) on Shenzhen Aoto Electronics Co.Ltd(002587) on site inspection report of continuous supervision in 2021) sponsor representative:
Zhang Di, Shi Songxiang
Citic Securities Company Limited(600030) January 14, 2022
