Chuancai Securities Co., Ltd
About Dr.Peng Telecom&Media Group Co.Ltd(600804)
Special on-site inspection report on the occupation of non operating funds by related parties
Chuancai Securities Co., Ltd. (hereinafter referred to as the "recommendation institution") as the continuous supervision institution of Dr.Peng Telecom&Media Group Co.Ltd(600804) (hereinafter referred to as " Dr.Peng Telecom&Media Group Co.Ltd(600804) " or "the company") for non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "recommendation measures") In accordance with relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") and the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 11 - continuous supervision (hereinafter referred to as the "guidelines for continuous supervision"), special on-site inspections were conducted on the occupation of non operating funds by related parties of the company, The details are as follows:
1、 Basic information of this on-site inspection
According to the requirements of the regulatory authorities, in 2021, the company checked the capital flow again and found that some project funds eventually flowed into the original controlling shareholder Shenzhen Pengbo Industrial Group Co., Ltd. (hereinafter referred to as "Pengbo industry").
On December 31, 2021, Sichuan regulatory bureau of China Securities Regulatory Commission issued [2021] No. 78 decision on administrative regulatory measures to issue warning letters to the company, Yang Xueping and Chen Xi. It points out: "in April 2020, Dr.Peng Telecom&Media Group Co.Ltd(600804) 30 million project funds were transferred into the account of Shenzhen Pengbo Industrial Group Co., Ltd. (the controlling shareholder of the company at the time of occurrence) through multi-layer transfer, and returned in October 2020 according to the original path. Dr.Peng Telecom&Media Group Co.Ltd(600804) did not disclose this non operating capital transaction in the 2020 annual report, which is not in line with Article 31 of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 - Contents and forms of annual reports (revised in 2017) violates Article 2 of the measures for the administration of information disclosure by listed companies (Order No. 40 of the CSRC). "
After learning of the above matters, the recommendation institution conducted a special on-site inspection on Dr.Peng Telecom&Media Group Co.Ltd(600804) on the occupation of non operating funds by related parties from December 15, 2021 to January 17, 2022. The specific verification procedures are as follows:
1. Obtained and verified the accounting vouchers related to the contract agreement and subsequent return of funds
2. Obtained and verified the bank flow related to capital occupation of Pengbo industry;
3. Interviewed the actual controller of Pengbo industry to understand the reasons for the occupation of non operating funds by related parties and the subsequent return;
4. Check the main units involved in the occupation of non operating funds through public information channels such as national enterprise credit information publicity to understand whether the above units and their directors, supervisors and senior managers are related to Dr.Peng Telecom&Media Group Co.Ltd(600804) .
2、 Specific conditions and rectification measures of on-site inspection items
(I) specific conditions
In April 2020, the company paid 135 million yuan to Shanghai sotti according to the phase II agreement of Langfang data center project signed with Shanghai sotti Information Technology Co., Ltd. (hereinafter referred to as "Shanghai sotti"). After that, Shanghai sotti paid part of the money to a third party, which lent 30 million yuan to Pengbo industry. In October 2020, Pengbo industry repaid the above loans to a third party and paid the company a capital occupation fee of 2.1 million yuan in December 2021.
(II) rectification measures
After the self inspection found that the non operating funds of the above related parties were occupied, the company effectively rectified the problems existing in internal control. Specific rectification measures are as follows:
1. Strengthen the construction and implementation of management system
The company will further improve the enterprise's internal control system, improve the operation procedures of internal control and continue to strengthen the management system of fund use in accordance with the relevant requirements of the basic norms of enterprise internal control and supporting guidelines. At the same time, the company has formulated the Dr.Peng Telecom&Media Group Co.Ltd(600804) management system for preventing the occupation of funds by controlling shareholders and related parties to strictly implement the implementation of various measures to prevent the reoccurrence of the occupation of funds by controlling shareholders and related parties.
2. Strengthen internal audit
(1) Improve the functions of the internal audit department, exercise the supervision power under the leadership of the board of directors, strengthen the supervision of the internal audit department on the implementation of the company's internal control system, and improve the depth and breadth of internal audit work;
(2) In order to prevent the occupation of funds, the company's internal audit department will pay close attention to and track the company's large amount of capital transactions, dynamically track the use of large amount of funds by relevant business departments, timely report the suspected related party's capital transactions to the audit committee of the board of directors, and urge the company to strictly perform relevant approval procedures.
3. Strengthen the study of relevant laws and regulations and various securities regulatory rules
(1) All management and financial personnel of the company are required to carefully study the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association, fund management measures and other laws, regulations and relevant company systems; (2) In the follow-up daily management, the company will carry out regular and irregular training on securities laws and regulations internally, improve the law-abiding and compliance awareness of all employees, and strengthen the risk control responsibilities of key management posts;
(3) Organize the controlling shareholders, directors, supervisors and senior managers of the company to participate in the training on relevant securities laws and regulations and the latest regulatory policies in accordance with the requirements of the regulatory authorities.
3、 Matters and suggestions brought to the attention of listed companies
After special on-site inspection, the recommendation institution draws the company's attention to:
1. Strengthen the internal training of relevant laws, regulations and normative documents such as company law, securities law, listing rules, guidelines for continuous supervision, guidelines for the management system of information disclosure of listed companies of Shanghai Stock Exchange, measures for the management of information disclosure of listed companies, deeply study the standardized operation rules and governance system of listed companies, and enhance self-regulation Awareness of self-improvement and self-improvement.
2. Comprehensively sort out, improve and strictly implement the company's internal control system, improve the relevant internal control systems such as fund management, related party transactions and information disclosure, further strengthen corporate governance and standardized operation, eliminate the occupation of funds by related parties in any form, and effectively safeguard the interests of listed companies and all shareholders.
3. Improve the level of information disclosure, ensure the authenticity, accuracy, integrity and timeliness of the disclosed information, and the company and its directors, supervisors and senior managers faithfully and diligently perform their duties and do a good job in relevant information disclosure.
4、 Are there any matters that should be reported to China Securities Regulatory Commission and Shanghai stock exchange according to the recommendation measures and relevant rules of Shanghai Stock Exchange
According to the relevant provisions of the guidelines for continuous supervision, the recommendation institution shall, within 15 days from the date it knows or should know, conduct a special on-site inspection on the non operational occupation of the funds of the listed company by the controlling shareholders, actual controllers or other related parties of the listed company; The recommendation institution shall complete the on-site inspection report within five working days after the on-site inspection and submit it to Shanghai stock exchange for filing.
5、 Cooperation of listed companies and other intermediaries
During the special on-site inspection of the sponsor, the company actively cooperated with the sponsor, timely provided the required verification data, and arranged the sponsor to conduct on-site investigation and interview to understand the situation. The on-site inspection was conducted independently by the sponsor, and no other intermediary was arranged to cooperate.
6、 Conclusion of this site inspection
After verification, the company has non operational occupation of the company's funds by related parties, and the recommendation institution has conducted a special on-site inspection on the matter.
As of the issuance date of this report, the related parties have returned all the Occupied Funds and paid interest, and the occupation of non operating funds has been eliminated, avoiding the serious consequences of actual damage to the interests of the company and minority shareholders. The recommendation institution requires the company to strengthen the internal training of relevant laws, regulations and normative documents, deeply study the standardized operation rules and governance system of listed companies, and enhance the awareness of self-regulation, self-improvement and self-improvement; Further strengthen corporate governance and standardized operation, and eliminate the occupation of funds of related parties in any form; Improve the level of information disclosure and ensure the authenticity, accuracy, integrity and timeliness of the disclosed information.
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(there is no text on this page, which is the signature and seal page of the special on-site verification report of Chuancai Securities Co., Ltd. on the occupation of Dr.Peng Telecom&Media Group Co.Ltd(600804) non operating funds by related parties)
Sponsor representative:
Zhu Jun, Wang Jingya
Chuancai Securities Co., Ltd. (seal) date:
