Haitong Securities Company Limited(600837) about
Shengmei semiconductor equipment (Shanghai) Co., Ltd
2021 continuous supervision and tracking report
Name of recommendation institution: Haitong Securities Company Limited(600837) abbreviation of the recommended company: shengmei Shanghai
Name of sponsor representative: Zhang Bowen, Li Ling code of sponsor company: 688082
Approved by the reply on Approving the registration of initial public offering of shengmei semiconductor equipment (Shanghai) Co., Ltd. (zjxk [2021] No. 2689) of China Securities Regulatory Commission, Shengmei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as "shengmei Shanghai", "listed company", "company" or "issuer") issued 43355753 A shares in the initial public offering, with a par value of RMB 1 per share, an issue price of RMB 85.00 per share and a total raised capital of RMB 3685239 million. After deducting the issuance expenses, The net amount of funds actually raised was 34812585 million yuan. The securities issued this time have been listed on Shanghai Stock Exchange on November 18, 2021 Haitong Securities Company Limited(600837) (hereinafter referred to as "recommendation institution" or " Haitong Securities Company Limited(600837) ") serves as its continuous supervision recommendation institution, and the continuous supervision period is from November 18, 2021 to December 31, 2024.
During the continuous supervision period from November 18, 2021 to December 31, 2021 (hereinafter referred to as the "continuous supervision period"), the recommendation institution and the recommendation representative shall, 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 the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, continuous supervision is carried out through daily communication, regular return visit, on-site inspection, due diligence and other means. The report on continuous supervision in 2021 is as follows:
1、 Continuous supervision of recommendation institutions in 2021
Project work content
1. Establish, improve and effectively implement the continuous supervision work system. The recommendation institution has established, improved and effectively implemented the continuous supervision work, formulated the corresponding work system for the specific continuous supervision work, and formulated the corresponding plan for the specific continuous supervision work. The work plan shall be.
2. According to the relevant provisions of the CSRC, before the continuous supervision, the sponsor institution has signed the recommendation agreement with the listed company, and before the commencement of cooperation, it has signed a proposal with the listed company or relevant parties to clarify the rights and obligations of both parties during the continuous supervision
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Renew the supervision agreement, clarify the rights and obligations of both parties during the continuous supervision period, and have been reported to Shanghai stock exchange for the record. The company shall continue to supervise the interest obligation and report to Shanghai stock exchange for filing. During the continuous supervision, there is no amendment to the agreement or termination of the agreement, and the relevant parties to the agreement have made amendments to the agreement, which should be discussed. It shall be reported to Shanghai stock exchange for filing within five trading days after the amendment. If the agreement is terminated, the relevant parties to the agreement shall report to the Shanghai Stock Exchange within five trading days from the date of termination and explain the reasons. 3. During the continuous supervision period, if a public statement is made on the violations of laws and regulations of the listed company in accordance with relevant regulations, the listed company shall, before the disclosure, have no violations that need to be reported to the Shanghai Stock Exchange and declared after examination. Dew. 4. During the period of continuous supervision, if the listed company or relevant parties have violations of laws and regulations, breach of commitments and other matters, they shall report the violations of laws and regulations, breach of commitments and other matters that need to be reported to Shanghai Securities Exchange within five trading days from the date when the listed company and relevant parties are found or should not be found during the period of continuous supervision. Easy to report.
During the period of continuous supervision, the sponsor shall carry out continuous supervision on listed companies through daily communication, regular or irregular return visit, on-site inspection, due diligence and other parties. 5. Through daily communication, regular return visit, on-site inspection and best practice. Conduct continuous job investigation and supervision. The recommendation institution conducted on-site inspection on the listed company on February 17, 2022, February 18, 2022 and February 22, 2022.
6. Supervise and urge listed companies to establish and implement standardized operation and commitment, and the recommendation institution has urged listed companies to establish and implement standardized operation and performance, dividend return and other systems. Make, fulfill commitments, dividend return and other systems.
7. Supervise the listed company and its directors, supervisors and senior management recommendation institutions to continuously supervise and guide the listed company and its directors and personnel to abide by laws, regulations, departmental rules and the supervisors and senior managers of Shanghai Securities Exchange. During the continuous supervision period, the business rules and other normative documents issued by the listed company and its directors, supervisors Senior managers can abide by and effectively fulfill their commitments. The requirements of relevant laws and regulations, and earnestly fulfill its commitments.
8. Supervise listed companies to establish, improve and effectively implement corporate governance, verify the establishment and implementation of corporate governance system of listed companies, and manage the system, including but not limited to the general meeting of shareholders, the board of directors, the articles of association of listed companies, the rules of procedure of the third board of directors and other systems, the rules of procedure of the board of directors, supervisors and senior managers meet the requirements of relevant laws and regulations. During this continuous supervision period, Code of conduct of listed company members, etc. The Division has effectively implemented relevant governance systems.
9. Supervise the listed companies to establish, improve and effectively implement the internal control system, including but not limited to the financial management system and accounting system, verify the establishment and implementation of the internal control system of the listed companies, the degree and internal audit system, as well as the use of raised funds, and the internal control system of affiliated listed companies meet the requirements of relevant laws and regulations, such as holding transactions, external guarantee, external investment During the period of derivatives trading and continued supervision, the listed company effectively implemented the procedures, rules and systems of major business decisions such as the control of relevant internal control subsidiaries.
Wait. 10. Supervise listed companies to establish, improve and effectively implement information recommendation institutions, urge listed companies to strictly implement the information disclosure system and disclosure system, review information disclosure documents and other relevant documents, and review information disclosure documents and other relevant documents. See the attachment for details, And there are good reasons to believe that the documents submitted by the listed company to Shanghai Securities "II. The documents submitted by the exchange reviewed by the recommendation institution for the information disclosure of the listed company do not have false records or misleading conditions". Statements or material omissions. 11. For details of the information disclosure documents of listed companies and other documents submitted to the CSRC and Shanghai Stock Exchange, see "II. The sponsor's prior review of the information disclosure of listed companies and the information disclosure documents with problems". Urge the listed company to make corrections or supplements when necessary. If the listed company does not make corrections or supplements, it shall report to Shanghai Securities Exchange in time
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Reported. 12. If the information disclosure documents of a listed company are not reviewed in advance, the review of relevant documents shall be completed within five trading days after the listed company performs its information disclosure obligations. For details, see "II. The sponsor shall review the information disclosure of a listed company and supervise the listing of problematic information disclosure documents in a timely manner". If the company makes corrections or supplements and the listed company does not make corrections or supplements, it shall report to the Shanghai Stock Exchange in a timely manner. 13. Pay attention to the listed company or its controlling shareholders and actual control of the company. During the continuous supervision period, the listed company or its controlling shareholders, real persons, directors, supervisors and senior managers are subject to the administrative punishment of the CSRC, the regulatory measures of the Shanghai Stock Exchange or the administrative punishment of the CSRC The situation of disciplinary and legal punishment of Shanghai Stock Exchange, and urge it to improve its internal control system, or take measures to correct it by issuing a regulatory concern letter by Shanghai Stock Exchange. The situation.
14. Pay attention to the fulfillment of commitments by listed companies, controlling shareholders and actual controllers. If listed companies, controlling shareholders and actual controllers fail to fulfill their commitments, they shall report to Shanghai Stock Exchange in time. If a listed company or its controlling shareholder or actual controller makes a commitment, the recommendation institution and the recommendation representative shall urge them to make a commitment on the specific content of the commitment, the way and time of performance, and the performance ability. During the continuous supervision period, the listed company and its controlling shareholder, the actual force analysis, the performance risks and countermeasures, and the relief controller in case of failure to perform do so do not fail to fulfill their commitments.
Measures and other aspects of full information disclosure. The listed company or its controlling shareholder and actual controller have informed the recommendation institution and the recommendation representative that they should continuously follow up the analysis of the commitment of relevant subjects, the risks and Countermeasures of performance, and the progress of relief in case of failure to perform the contract, and urge relevant subjects to timely Full disclosure of information in terms of full performance of commitment measures. Promise. If a listed company or its controlling shareholder or actual controller discloses, performs or changes commitments that do not comply with laws and regulations, listing rules and other provisions of Shanghai Stock Exchange, the recommendation institution and recommendation representative shall put forward supervision opinions in time and urge relevant subjects to make corrections. 15. Pay attention to public media reports on listed companies and check market rumors in time. After verification, it is found that the listed company has major matters that should be disclosed but not disclosed, or there are no such matters in the listed company during the continuous supervision period. If the information is inconsistent with the facts, it shall timely urge the listed company to truthfully disclose or clarify; If the listed company does not disclose or clarify, it shall report to the Shanghai Stock Exchange in time. 16. If any of the following circumstances is found, the listed company shall be urged to make explanations and make corrections within a time limit, and report to the Shanghai Stock Exchange: (I) the listed company is suspected of violating the listing rules and other relevant business rules of the Shanghai Stock Exchange; (II) during the period of continuous supervision of the professional letter issued by the intermediary institution and its signatory, the listed company and relevant subjects did not see that there may be false records, misleading statements or significant discoveries of such matters. Omission and other violations of laws and regulations or other improper circumstances; (III) the listed company is under the circumstances specified in articles 71 and 72 of the recommendation measures; (IV) the listed company fails to cooperate with the recommendation institution in its continuous supervision;
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(V) other circumstances that the Shanghai Stock Exchange or the recommendation institution deems necessary to report. 17. Formulate the on-site inspection work plan for listed companies, make it clear that the sponsor has formulated the on-site inspection work for listed companies, confirm the on-site inspection work requirements, ensure the on-site inspection work quality plan, and clarify the on-site inspection work requirements. The recommendation institution depends on the quantity. The on-site inspection of the sponsor of the listed company shall be conducted at least once on February 17, 2022 and on February 17, 2022. Two of the two sponsor representatives responsible for the project participated in the on-site inspection.
18. Focus on whether the listed company has the following matters: (I) there is a suspicion of major financial fraud; (II) the controlling shareholders, actual controllers and their affiliates are suspected of occupying funds; (III) there may be illegal guarantee; (IV) the controlling shareholders, actual controllers and their affiliates, directors, supervisors or senior managers are suspected of embezzling the interests of the listed company; (V) there are significant abnormalities in capital transactions or cash flows; During the continuous supervision period, the listed company did not have such matters. (VI) other matters that the exchange or the sponsor believes should be subject to on-site verification. In case of the above circumstances, the recommendation institution and its recommendation representative shall urge the company to verify and disclose, and shall conduct special on-site verification in accordance with the provisions within 15 days from the date of knowing or should know. If the company fails to disclose in time, the recommendation institution shall report to the Shanghai Stock Exchange in time. 19. Identify and urge listed companies to disclose such matters that have a significant impact on the company's non operating ability, core competitiveness or stability of control rights of listed companies and relevant entities during the continuous supervision period of the company. Risks or negative matters with adverse effects, and express opinions. 20. Pay attention to the abnormal fluctuation of stock trading of listed companies. During the continuous supervision of the company, the listed company and relevant subjects did not promote the listed company to perform verification and information disclosure in accordance with the provisions of these rules. Disclosure and other obligations 21. Carry out special verification on the matters existing in the listed company that may seriously affect the legitimate rights and interests of the listed company and relevant main investors during the continuous supervision of the company, and present these matters. Issue on-site verification report 22. In case of the following circumstances in the daily operation of the listed company, the recommendation institution and the recommendation representative shall express their opinions on the impact of relevant matters on the operation of the company and whether there are other undisclosed major risks and disclose them: (I) major business stagnation or major risk events that may lead to the stagnation of major business;
(II) assets are sealed up, seized or frozen;
