Report of Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. on on-site inspection of continuous supervision of Shanghai Shanghai Milkground Food Tech Co.Ltd(600882) Food Technology Co., Ltd. in 2021
Shanghai Stock Exchange:
Approved by the reply on approving Shanghai Milkground Food Tech Co.Ltd(600882) non-public development of shares (zjxk [2021] No. 1466) of the China Securities Regulatory Commission, Shanghai Milkground Food Tech Co.Ltd(600882) (hereinafter referred to as ” Shanghai Milkground Food Tech Co.Ltd(600882) ” and “the company”) issued 100976102 ordinary shares to specific objects at a price of 29.71 yuan per share, The total amount of funds raised in this offering is 299999990.42 yuan. After deducting the issuance expenses (excluding tax) of 18835125.56 yuan, the net amount of funds raised is 2981164864.86 yuan.
According to the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” and “recommendation agency”) acts as the recommendation agency of Shanghai Milkground Food Tech Co.Ltd(600882) , The company conducted on-site inspection on the standardized operation of the company from July 13, 2021 to December 31, 2021 (hereinafter referred to as “this continuous supervision period”), and the report is as follows: I. Basic information of this on-site inspection (I) sponsor
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (II) recommendation representative
Hu Hengjun and Xu Siyuan (III) on site inspection time
February 14, 2022 to February 18, 2022
(IV) on site inspectors
Hu Hengjun, Wang Jie
1. Interview with directors, supervisors, senior managers and relevant personnel of listed companies;
2. Check the main production and operation sites of listed companies;
3. Check the documents of the three sessions during the continuous supervision period;
4. Check the use certificate of the raised funds of the listed company, the details of the balance of the raised funds account and other materials;
5. Consult relevant internal control system documents of the company;
6. Check the data of related party transactions and foreign investment during the continuous supervision period. 2、 Main items and opinions of this on-site inspection (I) corporate governance and internal control
Through on-site inspection, the sponsor believes that during the continuous supervision period, Shanghai Milkground Food Tech Co.Ltd(600882) the articles of association and the rules of procedure of the general meeting of shareholders, the board of directors and supervisors have been implemented, the directors, supervisors and senior managers of the company have performed their duties in accordance with the requirements of relevant laws, regulations and relevant business rules of Shanghai Stock Exchange, and the corporate governance mechanism has played an effective role; The company’s internal organization setting and allocation of rights and responsibilities are scientific and reasonable, the scope of authority, approval procedures and corresponding responsibilities of the department or post business are clearly defined, compliance is clear, and risk assessment and control measures are effectively implemented; During the continuous supervision period, the convening, convening and voting procedures of the general meeting of shareholders, the board of directors and the board of supervisors of the company comply with the provisions of relevant laws and regulations and the articles of association. The meeting minutes and other meeting materials are kept intact, and the meeting resolutions are signed and confirmed by the directors or supervisors attending the meeting. (II) information disclosure
According to the company’s information disclosure management system, the documents and minutes of the third meeting, the announcement disclosed during the continuous supervision period and relevant supporting documents for information disclosure, the sponsor believes that during the continuous supervision period, the company has truly, accurately and completely fulfilled the obligation of information disclosure, and there are no false records, misleading statements and major omissions in information disclosure.
(III) independence of the company and capital transactions with controlling shareholders, actual controllers and other related parties
After checking the transactions and capital exchanges between the company and the controlling shareholders, actual controllers and other related parties, and interviewing the company’s senior executives and heads of financial departments, the sponsor believes that during this continuous supervision period, Shanghai Milkground Food Tech Co.Ltd(600882) assets are complete, personnel, institutions, business and finance remain independent, and there is no case of related parties occupying the funds of the listed company in violation of regulations. (IV) use of raised funds
After verification, all the raised funds of Shanghai Milkground Food Tech Co.Ltd(600882) non-public issuance of RMB common shares (A shares) have been deposited in the special account for raised funds, and the tripartite supervision agreement for raised funds has been signed with the bank opening the special account and the sponsor respectively. The recommendation institution checked the statement of the special account for raised funds, the use voucher and the detailed account for use.
The sponsor believes that during the continuous supervision period, Shanghai Milkground Food Tech Co.Ltd(600882) raised funds have been used according to the established planned purpose, and the investment projects of raised funds are in good condition at present. In the process of using the raised funds, Shanghai Milkground Food Tech Co.Ltd(600882) has formulated the management system of raised funds, and the use of the raised funds complies with the provisions of relevant laws and regulations. There is no illegal use of the raised funds or change of the purpose of the raised funds, There are also no other violations of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation. (V) related party transactions, external guarantees and major foreign investment
After checking the resolutions and information disclosure documents of the third session of the company, interviewing the company’s senior executives and the head of the financial department, and checking the company’s related party transactions, external guarantees and major foreign investment, the sponsor believes that the company has formulated the articles of association, related party transactions management system and foreign investment management system in accordance with the regulations The external guarantee management system, information disclosure management system and other internal systems have clarified the decision-making procedures, risk management, information disclosure and other matters of related party transactions, external guarantees and major foreign investment. During this continuous supervision period, Shanghai Milkground Food Tech Co.Ltd(600882) there are no illegal related transactions, external guarantees and major foreign investment.
(VI) operating conditions
After communicating with the person in charge of Finance and on-site inspection, the sponsor believes that the company’s operation is in good condition, the business operation is normal, and the business model of its main business has not changed. (VII) other matters that the recommendation institution considers should be subject to on-site inspection
None. 3、 Matters and suggestions brought to the attention of listed companies
None. 4、 Whether there are any matters that should be reported to the CSRC and Shanghai Stock Exchange. This on-site inspection did not find Shanghai Milkground Food Tech Co.Ltd(600882) any matters that should be reported to the CSRC and Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision and other relevant provisions. 5、 Cooperation of listed companies and other intermediaries
The company actively cooperated with the sponsor in the process of continuously supervising the on-site inspection. 6、 Conclusion of this site inspection
In accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 11 – continuous supervision, the sponsor has earnestly performed the continuous supervision responsibility for Shanghai Milkground Food Tech Co.Ltd(600882) . After this on-site verification, the sponsor believes that during this continuous supervision period, Shanghai Milkground Food Tech Co.Ltd(600882) in corporate governance, internal control system, three sessions operation, information disclosure, independence, related party transactions The operation of important aspects such as external guarantee and major external investment meets the relevant requirements of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, the stock listing rules of Shanghai Stock Exchange, etc.
(there is no text on this page, which is the signature and seal page of the on-site inspection report of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on Shanghai Milkground Food Tech Co.Ltd(600882) 2021 annual continuous supervision)
Sponsor representative:
Hu Hengjun, Xu Siyuan
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. mm / DD / 2022
