Huaying Securities Co., Ltd
About Lanzhou Ls Heavy Equipment Co.Ltd(603169)
Annual report on continuous supervision in 2021
Name of Sponsor: Huaying Securities Co., Ltd. (name of the sponsor: Lanzhou Lanshi heavy equipment Co., Ltd. (hereinafter referred to as "Huaying securities" or "sponsor") Co., Ltd. (hereinafter referred to as " Lanzhou Ls Heavy Equipment Co.Ltd(603169) " or "company")
Name of sponsor representative: Liu Xiaoping Tel: 18616863237
Name of sponsor representative: Lu Xiaojing Tel: 15852526618
With the approval of the reply on approving Lanzhou Ls Heavy Equipment Co.Ltd(603169) non-public development of shares (zjxk [2021] No. 661) issued by the China Securities Regulatory Commission, the company issued 254789272 RMB ordinary shares (A shares) in a non-public manner, with an issue price of 5.22 yuan per share and a total raised capital of 132999999.84 yuan. After deducting the issuance expenses of 30367243.91 yuan (excluding tax), The net amount of raised funds was 1299632755.93 yuan.
All the above raised funds have been in place, verified by Dahua Certified Public Accountants (special general partnership) and issued Dahua Yan Zi [2021] No. 000852 capital verification report.
According to the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "recommendation measures"), the guidelines for the continuous supervision of listed companies on the Shanghai Stock Exchange, Huaying securities, as the sponsor of Lanzhou Ls Heavy Equipment Co.Ltd(603169) non-public offering of shares, continuously supervised Lanzhou Ls Heavy Equipment Co.Ltd(603169) . The continuous supervision work in 2021 is summarized as follows:
1、 Continuous supervision
No. implementation of work content
The recommendation institution has established, improved and effectively implemented the continuous supervision system. According to the specific implementation of the continuous supervision system, the recommendation institution has formulated the corresponding work plan according to the continuous supervision work and the specific situation of the company.
No. implementation of work content
According to the relevant provisions of the CSRC, before the continuous supervision, the recommendation institution has signed the continuous supervision agreement with the company to clarify the double continuous supervision agreement, The agreement defines the rights and obligations of both parties during the continuous supervision
3. Through daily communication, regular return visit, on-site inspection and due diligence, the sponsor has carried out continuous supervision as required
During the continuous supervision period, the company shall report to the Shanghai stock exchange that there are no violations of laws and regulations of Listed Companies in accordance with relevant regulations. During the continuous supervision period in 2021, if the company makes four public statements, it shall report to the Shanghai Stock Exchange before disclosure
And announced on the designated media after being reviewed by Shanghai Stock Exchange
During the period of continuous supervision, the listed company or relevant parties violate laws and regulations
The company shall report to the Shanghai Stock Exchange within five working days from the date of discovery or the date of discovery, including that the listed company or relevant parties have no violations of laws and regulations, breach of commitments or breach of commitments
The specific circumstances of the item and the supervision measures taken by the sponsor
Supervise listed companies and their directors, supervisors and senior managers to comply with the law. During the continuous supervision period in 2021, the company's 6 laws, regulations, departmental rules and the business rules issued by Shanghai Stock Exchange, as well as the rules of directors, supervisors and senior managers and other normative documents, And earnestly fulfill all commitments made, and the staff did not violate laws and regulations or violate commitments
Supervise listed companies to establish, improve and effectively implement the corporate governance system, including that the sponsor has urged the company to establish and 7 include but not limited to the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, as well as the effective implementation of relevant corporate governance systems, codes of conduct of directors, supervisors and senior managers
Supervise listed companies to establish, improve and effectively implement internal control systems, including but not limited to
Not limited to the financial management system, accounting system and internal audit system, the sponsor has urged the company to establish and implement 8 degrees, as well as major business decisions such as the use of raised funds, related party transactions, external guarantees, effective external implementation of relevant internal control systems, rule investment, derivative transactions, control of subsidiaries and so on
Procedures and rules, etc
Supervise the listed company to establish, improve and effectively implement the information disclosure system. The sponsor has urged the company to establish and read the information disclosure documents and other relevant documents, and has sufficient reasons to believe that the relevant information disclosure system is effectively implemented. 9 the documents submitted by the listed company to the Shanghai Stock Exchange do not contain false information, and the company's information disclosure conforms to the records of the listed company Provisions of relevant laws and regulations on misleading statements and material omission information disclosure
The information disclosure documents of listed companies and other documents submitted to the CSRC and Shanghai Securities recommendation institution have been reviewed as required, and other documents submitted by the stock exchange have been reviewed in advance. For the information disclosure documents with problems and no problems due to the issuer, the listed companies shall be urged to correct or supplement them in time, and the information disclosure documents shall not be corrected or supplemented, If the listed company does not make corrections or supplements, it shall timely report the problems to Shanghai Securities Exchange and report the reported matters to Shanghai Stock Exchange
If the information disclosure documents of a listed company are not reviewed in advance, the review of 11 relevant documents with or without problems due to the issuer shall be completed within five trading days after the recommendation institution has reviewed them as required and the listed company has fulfilled its information disclosure obligations, The listed company shall be urged to correct or supplement the existing information disclosure documents and the information disclosure documents when they are not corrected or supplemented. If the problems that the listed company does not correct or supplement need to be charged to Shanghai Stock Exchange, the matters reported shall be reported to Shanghai Stock Exchange in time
No. implementation of work content
Pay attention to the listed company or its controlling shareholder, actual controller, director and supervisor. During the continuous supervision period in 2021, the company's affairs and senior managers are subject to administrative punishment by the CSRC, disciplinary punishment by Shanghai Securities and its controlling shareholder, actual controller and 12 stock exchange, or supervision director, supervisor issued by Shanghai Stock Exchange The senior management did not pay attention to the letter and urged them to improve the internal control system and take measures to prevent such situations
Give to correct
Continue to pay attention to the performance of listed companies, controlling shareholders and actual controllers, etc. during the continuous supervision period in 2021, the company's 13 commitments. If listed companies, controlling shareholders and actual controllers fail to fulfill their commitments and their controlling shareholders and actual controllers can fulfill their commitments, they shall timely report to Shanghai stock exchange to fulfill relevant commitments, There are no unfulfilled commitments
Pay attention to the reports of public media on listed companies, and timely check the recommendation news during the continuous supervision period of 2021.
After verification, if it is found that the listed company has major matters that should be disclosed, or if the institution continues to pay attention to the major matters disclosed by the public media, or the disclosed information is inconsistent with the facts, it shall timely verify and urge the listed company to disclose or clarify the relevant circumstances that the listed company does not disclose, and the company has no matters that should be disclosed or clarified, It shall timely report the undisclosed major events or the inconsistency between the disclosed information and the facts to the Shanghai Stock Exchange
If one of the following circumstances is found, the sponsor shall urge the listed company to make a statement
And make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time:
(I) the listed company is suspected of violating the listing rules and other regulations of Shanghai Stock Exchange
Relevant business rules of the exchange;
(II) the securities service institution and its signatory may give their professional opinions
There can be 15 cases or other improper situations of the company during the continuous supervision period in 2021, such as false records, misleading statements or major omissions; No such circumstances have occurred
(III) listed companies appear in articles 71 and 7 of the recommendation measures
Circumstances stipulated in Article 12;
(IV) the listed company does not cooperate with the sponsor's continuous supervision;
(V) other matters that the Shanghai Stock Exchange or the sponsor deems necessary to report
situation
Formulate the on-site inspection work plan for listed companies, clarify the on-site inspection, the sponsor has formulated the on-site inspection 16 work requirements, ensure the on-site inspection work quality work plan, and put forward clear work requirements
No. implementation of work content
A listed company shall know or should know if one of the following circumstances occurs:
Within 15 days from the date of or within the time limit required by the Shanghai Stock Exchange
Special on-site inspection of listed companies:
(I) non operating interests of controlling shareholders, actual controllers or other related parties
Occupying the funds of listed companies;
(II) providing guarantee for others in violation of regulations;
17 (III) illegal use of raised funds; During the continuous supervision period in 2021, the company (IV) conducted securities investment and hedging business in violation of regulations; No such circumstances have occurred
(V) related party transactions are obviously unfair or fail to perform approval procedures and information disclosure
Disclosure obligations;
(VI) performance loss or operating profit decreased by 50% over the same period of last year
above;
(VII) other circumstances required by Shanghai Stock Exchange
During the continuous supervision period in 2021, the company continued to pay attention to the special account storage of the issuer's raised funds and the implementation of investment projects in strict accordance with the 18 commitments of the raised funds management system. Deposit and use the raised funds in accordance with the relevant provisions of the and relevant agreements
2、 Review of information disclosure
In accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the continuous supervisors reviewed the information disclosure documents of the company during the continuous supervision in advance or afterwards, including the resolutions and announcements of the board of directors, the resolutions and announcements of the board of supervisors, the resolutions and announcements of the general meeting of shareholders Relevant reports and other temporary announcements on the management and use of raised funds, and checked the content and format of information disclosure documents and relevant procedures.
After verification, the sponsor believes that: the company carries out information disclosure activities in strict accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, publicly publishes various regular and interim reports in accordance with the law, and the company's information disclosure complies with the provisions of relevant laws and regulations on information disclosure of listed companies.
3、 Is there a securities issuance agreement
