Citic Securities Company Limited(600030)
About Sichuan Road & Bridge Co.Ltd(600039)
On site inspection report of continuous supervision in 2021
Name of the sponsor: Citic Securities Company Limited(600030) abbreviation of the sponsored company: Sichuan Road & Bridge Co.Ltd(600039)
Name of sponsor representative: Yang Bin Tel: 010 – 60833957
Name of sponsor representative: Ji Lingling Tel: 010 – 60838646
Name of on-site inspector: Yang Bin on-site inspection time: December 1, 2021 and December 17, 2021
With the approval of the reply on approving Sichuan Road & Bridge Co.Ltd(600039) non-public offering of shares (CSRC license [2020] 2618) of China Securities Regulatory Commission, Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) ” or “the company”) non publicly issues RMB common shares to specific objects through non-public offering (A shares) 1064274779 shares, with an issue price of 3.99 yuan per share, and a total of 4246456368.21 yuan of raised funds. After deducting various issuance expenses excluding tax of 21928361.97 yuan, the net amount of actually raised funds was 4224528006.24 yuan, which has been paid by the main underwriter Citic Securities Company Limited(600030) Remitted to the company’s regulatory account for raised funds on October 30, 2020. The availability of the above raised funds has been verified by ShineWing Certified Public Accountants (special general partnership) and issued the capital verification report on the raised funds of non-public development banks (xyzh / 2020cdaa80007). All the above net raised funds have been deposited into the special account for raised funds opened by the company for storage and management.
Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor” or ” Citic Securities Company Limited(600030) “) serves as the sponsor of Sichuan Road & Bridge Co.Ltd(600039) non-public offering of shares. In accordance with the relevant provisions of 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 recommendation institution has conducted regular on-site inspection on Sichuan Road & Bridge Co.Ltd(600039) as follows:
1、 Basic information of this on-site inspection
The on-site inspection time is December 1 and 17, 2021, and the on-site inspectors are Yang Bin and Ji Lingling.
（2） On site inspection scheme and contents
By reading the company’s relevant system documents, consulting bank statements and other relevant materials, interviewing the company’s management and viewing the main business premises of the listed company, the on-site inspectors focused on Sichuan Road & Bridge Co.Ltd(600039) ‘s corporate governance, internal control, three meetings operation, information disclosure, independence, capital transactions with controlling shareholders, actual controllers and other related parties The use of raised funds, related party transactions, major foreign investment and operation status, etc.
2、 Opinions on on-site inspection items one by one
(i) Corporate governance and internal control
The on-site inspectors consulted the Sichuan Road & Bridge Co.Ltd(600039) articles of association, the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors and other systems and documents related to corporate governance, and reviewed the meeting notices, resolutions and other meeting materials of the board of directors, the board of supervisors and the extraordinary general meeting of shareholders held during the continuous supervision period. At the same time, the on-site inspectors communicated with some senior managers and financial personnel of the company.
After verification, the sponsor believes that as of the date of on-site inspection, Sichuan Road & Bridge Co.Ltd(600039) has established a relatively perfect corporate governance structure, a sound and effective internal control system, directors, supervisors and senior managers can perform their duties in accordance with the stock listing rules of Shanghai Stock Exchange and other relevant laws and regulations, and the internal control environment is good, Effective risk control.
（2） Information disclosure
According to the measures for the administration of securities issuance and listing recommendation business of CSRC and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the on-site inspectors inspected the documents and meeting minutes of the company’s three meetings, compared and analyzed the relevant information disclosed with the designated network, and consulted other information disclosure documents and their supporting documents.
After verification, the sponsor believes that as of the date of on-site inspection, Sichuan Road & Bridge Co.Ltd(600039) has truly, accurately and completely fulfilled the obligation of information disclosure in accordance with the relevant provisions of information disclosure of listed companies, ensured that all shareholders have an equal and sufficient right to know and improved the transparency of the company. The content and format of the information disclosure documents are legal and compliant, the information disclosure archives are complete, and there are no false records, misleading statements or major omissions in the information disclosure.
（3） Independence of the company and capital transactions with controlling shareholders, actual controllers and other related parties
The company is separated from the controlling shareholders and actual controllers in terms of business, assets, personnel, finance and institutions, and has the ability to operate independently facing the market. The company strictly implements the articles of association and relevant regulations in terms of capital transactions with related parties. The on-site inspectors consulted the system documents, relevant meeting minutes and announcement documents of Sichuan Road & Bridge Co.Ltd(600039) related party transactions, the transactions between the company and its subsidiaries and related parties, and communicated with Sichuan Road & Bridge Co.Ltd(600039) financial personnel.
After verification, the sponsor believes that as of the date of on-site inspection, Sichuan Road & Bridge Co.Ltd(600039) assets are complete, personnel, institutions, business and finance remain independent, there is no illegal occupation of the company’s funds by related parties, and the fund exchanges between Sichuan Road & Bridge Co.Ltd(600039) and related parties are standardized.
（4） Use of raised funds
The on-site inspectors checked the account opening of the company’s raised funds account, the original vouchers and bank statements related to the use of raised funds, and the meeting minutes and announcements related to the use of raised funds, At the same time, the company consulted the measures for the management of Sichuan Road & Bridge Co.Ltd(600039) raised funds, the Quartet supervision agreement on the storage of raised funds in the special account, and the decision-making procedure documents on the expenditure and use of raised funds.
After verification, the recommendation institution believes that as of the date of on-site inspection, Sichuan Road & Bridge Co.Ltd(600039) the storage and use of raised funds meet the requirements of relevant regulations, and the use of raised funds is consistent with the disclosed situation. From the time the raised funds were in place to the signing date of this report, Sichuan Road & Bridge Co.Ltd(600039) fulfilled the necessary decision-making procedures and information disclosure obligations for the management and use of the raised funds, and there were no violations of laws and regulations, in line with the relevant provisions on the deposit and use of the raised funds of Listed Companies in the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange.
（5） Related party transactions and major foreign investment
The on-site inspectors consulted the company’s relevant systems, resolutions of the board of directors and the general meeting of shareholders and information disclosure documents, consulted the company’s related party transaction agreement, foreign guarantee contract, foreign investment agreement, etc., and interviewed relevant personnel.
After verification, the recommendation institution believes that as of the date of on-site inspection, Sichuan Road & Bridge Co.Ltd(600039) has standardized the decision-making authority and decision-making mechanism of related party transactions and foreign investment; The related party transactions between the company and related parties are carried out in strict accordance with the relevant provisions of the company’s related party transactions, and have fulfilled the relevant information disclosure obligations and review procedures; The transaction pricing with related parties shall follow the principles of openness, fairness and impartiality, and shall not affect the independence of the company’s operation. The company’s major business decisions such as external guarantee and external investment are strictly implemented in accordance with the relevant provisions of the company. The decision-making procedures comply with the relevant provisions of the company law, the stock listing rules of Shanghai Stock Exchange and the articles of association, and do not harm the interests of shareholders.
（6） Operating conditions
The on-site inspectors consulted the relevant industry information involved in Sichuan Road & Bridge Co.Ltd(600039) and the company’s operating performance, and communicated with the company’s senior management and business personnel to understand the recent industry and market changes and the company’s operating conditions.
As of September 30, 2021, Sichuan Road & Bridge Co.Ltd(600039) unaudited main financial data are as follows:
Unit: RMB
September 30, 2021 September 30, 2020 / January September 2021 / January September 2020
Operating income 52021354003.1237544863438.44
Net profit attributable to shareholders of listed company 3469916544.191728966560.53
Data source: after verification of the third quarterly report of the company in 2021, the sponsor believes that as of the date of on-site inspection, Sichuan Road & Bridge Co.Ltd(600039) business model and business environment have not changed significantly, and the operation and management of the company is normal.
（7） Other matters that the recommendation institution considers should be subject to on-site inspection
The sponsor believes that as of the date of on-site inspection, Sichuan Road & Bridge Co.Ltd(600039) has no major other legal problems or potential risks in corporate governance and business operation, and is in line with the requirements or regulations of China Securities Regulatory Commission and Shanghai stock exchange for listed companies.
3、 Matters and suggestions brought to the attention of listed companies
Sichuan Road & Bridge Co.Ltd(600039) in terms of corporate governance, internal control, operation of the three committees, information disclosure, independence, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, major foreign investment and operation, the overall operation is good and meets the requirements of the stock listing rules of Shanghai Stock Exchange, There are no major problems and no matters brought to the attention of the company.
4、 Are there any matters that should be reported to the CSRC and the exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant rules of the exchange
None.
5、 Cooperation of listed companies and other intermediaries
During the on-site inspection, Sichuan Road & Bridge Co.Ltd(600039) relevant personnel were able to actively cooperate with on-site interviews and data access, and timely provide the data required for the inspection, providing necessary support for the on-site inspection.
The on-site inspection was conducted independently by the sponsor, and no other intermediary was arranged to cooperate.
6、 Conclusion of this site inspection
In accordance with the guidelines for continuous supervision of listed companies of Shanghai Stock Exchange and other relevant requirements, the recommendation institution has earnestly performed the responsibility of continuous supervision on Sichuan Road & Bridge Co.Ltd(600039) . After this on-site inspection, the recommendation institution believes that as of the date of on-site inspection, Sichuan Road & Bridge Co.Ltd(600039) in corporate governance, internal control, operation of the three committees, information disclosure, independence, capital transactions with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions The operation of important aspects such as major foreign investment and business status meets the relevant requirements of the stock listing rules of Shanghai Stock Exchange, and there are no matters that should be reported to the CSRC and Shanghai stock exchange according to the administrative measures for securities issuance and listing recommendation business, the rules and normative documents of other relevant departments of the CSRC and the relevant rules of the Shanghai Stock Exchange.
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