Citic Securities Company Limited(600030)
About Yunnan Energy New Material Co.Ltd(002812)
On site inspection report of continuous supervision in 2021
Name of recommendation institution: Citic Securities Company Limited(600030) abbreviation of the recommended company: Yunnan Energy New Material Co.Ltd(002812)
Name of sponsor representative: Wang Jiaji Tel.: 010-60833040
Name of sponsor representative: Liu Chunqin Tel: 021-20262004
Name of on-site inspector: Liu Chunqin, Wang Junlong corresponding period of on-site inspection: 2021 annual on-site inspection time: December 30, 2021 – January 6, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
Main means of on-site inspection: (1) consult 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 previous general meetings of shareholders, the board of directors and the board of supervisors; Interview the personnel of relevant departments of the company to understand the implementation of the basic system of the company, the diligence and changes of the directors, supervisors and senior managers of the company 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; (2) Obtain the company’s organization chart, periodic reports and the latest revised system documents; Understand whether there are situations affecting the independence of the company and its affiliated enterprises 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; (3) Obtain the company’s internal audit system and the internal audit work report issued by the internal audit department, and verify the articles of association, foreign investment management system, the resolutions of the board of directors related to investment decisions and the company’s foreign investment 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 three sessions have been effectively implemented √
3. Whether the meeting minutes of the third meeting are complete, including time, place and time
Whether the participants and meeting contents are complete, and the meeting √
Whether the data are kept completely
4. Whether the resolution of the third meeting is made by the relevant persons attending the meeting √
5. Signature and confirmation Whether the directors, supervisors and senior managers of the company comply with relevant laws and administrative laws
√ regulations, departmental regulations, normative documents and relevant business of the exchange
Rules of procedure and performance of duties 6 If the directors, supervisors and senior management of the company have changed significantly, have they fulfilled √ corresponding procedures and information disclosure obligations
7. If the controlling shareholder or actual controller of the company changes √
8. Whether the corresponding procedures and information disclosure obligations have been fulfilled Personnel, assets, finance, organization, business, etc. √
Are faces independent
9. Whether there is no √ between the company and the controlling shareholder and the actual controller
In horizontal competition (II) main means of on-site inspection of internal control: (1) obtain the company’s newly revised current governance rules and internal control system, obtain the company’s internal audit system, internal audit work report issued by the internal audit department, summary and evaluation form of internal control defects, and check the company’s internal control work, Learn from relevant personnel about the work of the company’s internal audit department and the implementation of relevant systems; (2) Review the newly revised 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 √
Establishment of internal audit department (if applicable) 2 Whether internal audit √ system and internal audit department are established within 6 months after stock listing (if applicable)
3. Composition of internal audit department and audit committee √
Compliance (if applicable) 4 Does the audit committee meet at least quarterly
√ review the work plan and submitted by the internal audit department
5. Report, etc. (if applicable) Does the audit committee report to the board of directors at least quarterly
Report the progress, quality and findings of internal audit √
Major issues, etc. (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 Is the internal audit department responsible for raising funds at least quarterly
Conduct an audit on the storage and use of gold (if applicable √
8 Does the internal audit department end each fiscal year
Submit to the audit committee within the first two months within the next year √
9. Audit work plan of the Department (if applicable) Does the internal audit department end each fiscal year
Submit annual internal audit report to the audit committee within two months after √
10. Work report (if applicable) Whether the internal audit department submits an internal control evaluation report to the audit committee at least once a year (if applicable) 11 Engaged in venture capital, entrusted financial management and hedging
Whether a complete and compliant internal control has been established √
degree
(III) main means of on-site inspection of information disclosure: obtain the latest revised information disclosure management system, insider registration management system and other systems and information disclosure documents of the company, and consult the record of investor relations activities. 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 √
Important progress has been made
4. Whether there are no major events that should be disclosed but not disclosed √
Item 5 Transmission, disclosure process and confidentiality of major information
Compliance with relevant regulations of the company’s information disclosure management system √
set
6. Whether the record form of investor relations activities is timely in the exchange √
(IV) main means of on-site inspection on the establishment and implementation of a long-term mechanism to protect the company’s interests from infringement: (1) obtain the company’s related party transaction management system, external guarantee management system and other relevant provisions within the company; Search the relevant reports of major media on the company, its controlling shareholders and actual controllers. (2) Obtain the list of related parties, transaction materials of related parties and details of capital transactions of related parties; Learn about the company’s related party transactions and the implementation of related party transaction management system from the personnel of relevant departments of the company, and understand the legal compliance of related party transactions of the company.
1. Is there a system to prevent controlling shareholders, actual controllers and
Its affiliates directly or indirectly occupy the funds of the listed company √
Or other resources 2 Whether the controlling shareholders, actual controllers and their affiliates are not
There is a direct or indirect occupation of the funds of the listed company or √
Other resources
3. Whether the review procedures of related party transactions are compliant and fulfilled √
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 procedure is compliant and fulfilled √
Information disclosure obligations
7. Whether the guaranteed party has no financial deterioration and maturity √
Failure to pay off the guaranteed debt, etc
8. If the guaranteed debt continues to be guaranteed after maturity, whether √
Relevant approval procedures and disclosure obligations have been fulfilled again (V) use of raised funds
Main means of on-site inspection: obtain the company’s fund-raising management system and 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 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 to sign three √ within one month after the raised funds are in place
Party supervision agreement
2. Whether the tripartite supervision agreement on raised funds is effectively implemented √
3. Whether the raised funds are not occupied or violated by a third party √
Entrusted financial management, etc. 4 Whether there is no unauthorized change without fulfilling the review procedures
Purpose of fund-raising, temporary replenishment of working capital, replacement of advance √
First input, change of 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, item
Whether the project progress and investment benefit are consistent with the prospectus √
symbol
7. Whether there is no duplication during the implementation of the raised funds project √
Major risk (VI) main means of on-site inspection of performance: obtain financial materials of the company’s performance and conduct financial report analysis; 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 is no obvious abnormality in the company’s performance (VII) the main means of on-site inspection of the company and shareholders’ commitment performance: obtain the commitment documents made by the company, shareholders, actual controllers, directors, supervisors and senior managers, and check the relevant materials corresponding to the terms of commitment performance, Understand the performance of commitments 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) main means of on-site inspection of 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 is fully implemented and truthfully disclosed
2. Whether the external financial assistance is legal and compliant, and truthfully √
disclosure
3. Whether large capital transactions have real transaction background √
And reasonable reasons
4. Whether there is √ during the performance of major investment or major contract
There are no significant changes or risks
5. Whether there is no significant change in the company’s production and operation environment √
Or risk
6. Whether the √ problems found by the regulatory authorities and the sponsor in the early stage have been rectified according to the relevant requirements. II. The problems and explanations found in the on-site inspection are not available
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) on Yunnan Energy New Material Co.Ltd(002812) 2021 annual on-site inspection report of continuous supervision) signature of the sponsor representative:
Wang Jiaji, Liu Chunqin
Citic Securities Company Limited(600030) January 19, 2022
