Citic Securities Company Limited(600030)
About Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
2021 continuous supervision report
Name of the sponsor: name of the sponsored company:
Citic Securities Company Limited(600030) Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Name of sponsor representative: Wang Jianwen Tel: 02120262053
Name of sponsor representative: Ju Hongcheng Tel: 02120262343
1、 Overview of sponsor work
On September 29, 2020, Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (hereinafter referred to as “the company” and ” Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) “) made an initial public offering of A-Shares and was listed on Shanghai Stock Exchange. The recommendation institution (hereinafter referred to as the “recommendation institution”) shall sign the “recommendation agreement” and the “Regulations on the supervision of the listing of securities” in accordance with the relevant laws and regulations of the Shanghai Stock Exchange, The continuous supervision period is from September 29, 2020 to December 31, 2022. The continuous supervision of Citic Securities Company Limited(600030) on Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) in 2021 is summarized as follows:
1. On site inspection
On December 30, 2021, the sponsor inspected Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on site. After verification, the sponsor believed that the corporate governance was standardized, a relatively perfect internal control system was established and effectively implemented; The implementation of information disclosure is good; It has maintained independence in terms of assets, personnel, finance, institutions and business, and there is no case of related parties occupying the company’s funds in violation of regulations; Strictly abide by the management and use system of raised funds, and there is no illegal use of raised funds; There are no illegal related party transactions, external guarantees and major foreign investment; There are no major adverse changes in business model and business structure, and the business is in good condition.
2. Supervise the establishment, improvement and effective implementation of rules and regulations of the company
Prior to the issuance and listing, Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) has established and improved the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working system of independent directors, the management system of external guarantees, the management system of connected transactions and other rules and regulations. In 2021, the articles of association of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) company and the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors were implemented, the directors, supervisors and senior managers performed their duties in accordance with the requirements of relevant laws, regulations and relevant business rules of Shanghai Stock exchange, and the corporate governance was good, And effectively implemented various rules and regulations such as the management system of external guarantee and the management system of connected transactions. On December 30, 2021, the recommendation institution checked the establishment, improvement and implementation of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) rules and regulations through on-site inspection.
The recommendation institution shall supervise the company’s effective implementation of the articles of association and the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, supervise the directors, supervisors and senior managers to perform their duties in accordance with the requirements of relevant laws, regulations and relevant business rules of Shanghai Stock Exchange, and supervise the convening of the general meeting of shareholders, the board of directors and the board of supervisors The convening and voting shall comply with the provisions of relevant laws and regulations and the articles of association, and supervise the company to keep the meeting minutes and other meeting materials completely.
3. Supervision on the use of raised funds
With the approval of the reply on approving Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) initial public offering of shares (zjxk [2020] No. 2102) issued by the China Securities Regulatory Commission, the company publicly issued 40.01 million RMB ordinary shares (A shares) at an issue price of 12.23 yuan per share, and the total amount of raised funds was 489322300 yuan. After deducting all issuance expenses, The net amount of raised funds was 4201238 million yuan.
In accordance with the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other laws and regulations of the CSRC and the relevant provisions of the company’s measures for the administration of the use of raised funds, the company and Shanghai yikangli Advertising Co., Ltd The recommendation institution and China Minsheng Banking Corp.Ltd(600016) Shanghai Branch, the bank supervising the special account for raised funds, signed the four party supervision agreement on the storage of special account for raised funds; On September 15, 2020, it signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and Ping An Bank Co.Ltd(000001) Shanghai Branch of the supervision bank for special account for raised funds; On September 23, 2020, the tripartite supervision agreement on the storage of special account for raised funds was signed with the sponsor, the supervision Bank of special account for raised funds, Guangdong Development Bank Co., Ltd. Shanghai Branch, Bank Of Communications Co.Ltd(601328) Shanghai branch and China Minsheng Banking Corp.Ltd(600016) Shanghai Branch. There is no significant difference between the contents of the above agreement and the tripartite supervision agreement (model) on the special account storage of raised funds formulated by Shanghai Stock Exchange, and the company has strictly complied with and performed when using the raised funds.
On October 26, 2020, the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors deliberated and adopted the proposal on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, It is agreed that the company will use the funds raised from this issuance to replace the self raised funds invested in the projects raised in advance and the issuance expenses paid, totaling RMB 2547532 million. As of December 31, 2021, the company has completed the replacement of all self raised funds invested in raised investment projects in advance and paid issuance expenses. As of December 31, 2021, the amount of raised funds used by the company in this year was 19897028862 yuan, and the accumulated amount of raised funds used was 33699228962 yuan. The net deduction of handling charges from the interest income of raised funds received in this year was 303486891 yuan, and the net deduction of handling charges from the interest income of raised funds received in this year was 473840525 yuan, The balance of the raised funds account is 11606841563 yuan, of which the replacement of all self raised funds invested by the company in advance and paid issuance expenses has been completed.
4. Attendance at the board of directors and general meeting of shareholders of the company as nonvoting delegates
In 2021, the company held eight meetings of the board of directors, three general meetings of shareholders and eight meetings of the board of supervisors. The sponsor representative consulted the documents of the board of directors, the board of supervisors and the general meeting of shareholders in advance and after, urged the company to disclose relevant meeting documents and resolutions in time, and earnestly fulfilled the responsibility of recommendation.
The sponsor learned about the convening of the board of directors, the board of supervisors and the general meeting of shareholders of the company in detail, and believed that the functional institutions of the company could earnestly perform their duties, actively participate in the research and decision-making of major issues of the company, and pay attention to safeguarding the interests of the company and all shareholders. 5. Related party transactions, external guarantees and major foreign investment
The recommendation institution supervised and verified the related party transactions, external guarantees and major investments of the company in 2021. Since 2021, the company has established and implemented a sound internal control and information disclosure system for related party transactions, foreign guarantees and foreign investment, and there are no violations of laws and regulations. The company has no undisclosed major related party transactions, external guarantees and major external investments.
2、 Sponsor’s review of information disclosure of listed companies
The sponsor reviewed the public information disclosure documents of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021, including the resolutions of the board of directors, the board of supervisors and the general meeting of shareholders, supervised the annual report of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021, checked the documents and minutes of the third meeting of the company by the sponsor, and made a comparative analysis with the relevant information disclosed on the designated network, The company carries out information disclosure activities in strict accordance with the provisions of the regulatory authorities, and publicly publishes various announcements according to law to ensure that all major information disclosure is timely, accurate, true and complete, and there are no false records, misleading statements or major omissions.
3、 Whether the listed company has any matters that should be reported to the CSRC and the Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of the Shanghai Stock Exchange
Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) in 2021, there were no important events that should be reported to CSRC and Shanghai Stock Exchange.
4、 Other matters
None.
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Sponsor representative:
Wang Jianwen, Ju Hongcheng
Citic Securities Company Limited(600030) mm / DD / yyyy
