Citic Securities Company Limited(600030)
About By-Health Co.Ltd(300146)
Annual tracking report for 2021
Sponsor name: Citic Securities Company Limited(600030) sponsor company abbreviation: By-Health Co.Ltd(300146) ( By-Health Co.Ltd(300146) )
Name of sponsor representative: Wei Hongmin Tel.: 02120262078
Name of sponsor representative: Zeng Jinsong Tel: 075523835259
1、 Overview of sponsor work
Project work content
1. Review of the company's information disclosure
(1) Whether the company's information disclosure documents are reviewed in time
(2) Countless times of failing to review the company's information disclosure documents in time 2. Supervise the company to establish, improve and effectively implement the rules and regulations (1) whether supervise the company to establish and improve the rules and regulations (including but not limited to the system to prevent related parties from occupying the company's resources, the management system of raised funds, the internal control system, the internal audit system and the related party transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
(1) Query the times of the company's special fund-raising account, and the recommendation institution shall query the fund changes of the company's special fund-raising account and the withdrawal and use of large amount of funds every month
(2) Whether the progress of the company's fund-raising project is consistent with the information disclosure document 4 Corporate governance supervision
(1) No attendance at the general meeting of shareholders
(2) No attendance at the board of directors of the company
(3) No attendance at the board of supervisors of the company
5. On site inspection
(1) Number of on-site inspections: 1
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange (3) main problems found in the on-site inspection and inapplicability of rectification 6 Special opinions issued
(1) 4 times of special opinions
(2) No opinions on the issues involved in issuing non consenting opinions and conclusions 7 Report the situation to the Institute (except for the on-site inspection report)
(1) Number of reports to the exchange: 2
(2) Main contents of the report 1. Report of Citic Securities Company Limited(600030) on the company's continuous supervision and training in 2021
2. Citic Securities Company Limited(600030) about the semi annual tracking report of By-Health Co.Ltd(300146) Co., Ltd. in 2021
(3) The progress or rectification of the reported items is not applicable
8. Pay attention to the performance of duties
(1) Whether there are matters needing attention none
(2) The main contents of the concerns are not applicable
(3) The progress or rectification of concerns is not applicable
9. Whether the records and custody of the working papers of the recommendation business are in compliance
10. Training for listed companies
(1) Training times: 1 time
(2) Training date: December 30, 2021
(3) The main contents of the training include corporate governance and standardized operation, the responsibilities and obligations of directors, supervisors and senior managers, the use of raised funds, and the analysis of violations of current listed companies
11. There is no other recommendation work that needs to be explained
2、 Problems found by the sponsor and measures taken
Problems and measures taken
1. Information disclosure is not applicable
2. The establishment and implementation of the company's internal system are applicable
implement
3. The operation of the "three sessions" is applicable
4. Neither controlling shareholder nor actual controller is applicable
change
5. The deposit and use of raised funds are applicable
6. Connected transactions are not applicable
7. All external guarantees are applicable
8. The purchase and sale of assets are applicable
9. Important matters of other business categories (including foreign investment and venture capital)
None not applicable
Capital, entrusted financial management, financial assistance, hedging, etc.) 10. Certificates employed by the issuer or its employees
The cooperation of securities service institutions with recommendation is applicable
11 Others (including business environment, business development, financial status and management)
None not applicable
Major changes in status, core technology, etc.)
3、 Performance of commitments of the company and shareholders
whether
Reasons and solutions for non performance of commitments of the company and shareholders
1、 IPO, refinancing and asset restructuring
Yes, not applicable
When the commitment of share locking II, IPO, refinancing and asset restructuring
Yes, not applicable
Commitment to avoid horizontal competition III. initial public offering, refinancing and asset restructuring
Yes, not applicable
When regulating commitment IV, IPO, refinancing and asset restructuring of related party transactions
It is not applicable for the company to fill the return measures
Commitments fulfilled v. initial public offering, refinancing and asset restructuring
Measures and measures to cover diluted immediate returns are not applicable
Vi. related relationship and commitment during asset restructuring
Yes, not applicable
Commitment to action relationship VII. Major assets during asset restructuring
Yes, not applicable
Commitment that the purchase does not constitute a connected transaction VIII. About maintaining By-Health Co.Ltd(300146) during asset restructuring
Yes, not applicable
IX. commitments on the independence of the company's assets
Yes, not applicable
Commitment that the purchase does not constitute a related party transaction X. about this major asset at the time of asset restructuring
Yes, not applicable
Other commitments purchased Xi. About this issuance of shares during asset restructuring
Yes, not applicable
Other commitments to purchase assets
12、 Equity incentive commitment (2019 shares are not applicable)
First grant part of the option incentive plan)
13、 Equity incentive commitment (2019 shares)
The reserved part of the option incentive plan and the second half of 2019 are not applicable
Phase II stock option incentive plan (first grant part)
14、 Dividend return plan (not applicable in 2020)
-2022 commitment IV. other matters
Description of report items
1. The change of sponsor representative and its reasons are not applicable.
2. During the reporting period, from January 1 to December 31, 2021, the CSRC and the company have taken the following regulatory measures against the sponsor or its sponsor, the CSRC of the principality (including its local offices) and your exchange, and the company recommended by the whole company:
Modification 1. On January 4, 2021, Zhejiang regulatory bureau of China Securities Regulatory Commission issued the decision on Issuing warning letter to Zhejiang Zhengyuan Smart Technology Co., Ltd. and relevant personnel for Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as " Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) ") sponsored by our company. Regulatory measures: from January 2020 to July 2020, Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) provided financial assistance to Zhejiang nipton Technology Co., Ltd., totaling 404818 million yuan, until the board of directors was held on September 21, 2020 for deliberation, The company failed to timely perform the corresponding review procedures for the above matters and the obligation of information disclosure, which violated the provisions of articles 2, 3 and 30 of the measures for the administration of information disclosure of listed companies.
2. On January 8, 2021, Zhejiang regulatory bureau of China Securities Regulatory Commission issued the decision on Issuing warning letter to Panda Dairy Corporation(300898) (hereinafter referred to as " Panda Dairy Corporation(300898) ") recommended by our company. Identification of regulatory measures: bear on October 29, 2020
Cat dairy received 9 million yuan of government subsidies related to income, accounting for 13.51% of the audited net profit attributable to shareholders of Listed Companies in the latest fiscal year. The company only disclosed the announcement on the company's access to government subsidies on November 25, 2020, and failed to fulfill the obligation of information disclosure in time. The above-mentioned acts of the company and relevant personnel violate the relevant provisions of articles 2, 3, 30 and 31 of the measures for the administration of information disclosure of listed companies.
3. On January 23, 2021, the Shenzhen regulatory bureau of China Securities Regulatory Commission issued the decision of Shenzhen Securities Regulatory Bureau on ordering correction measures against Citic Securities Company Limited(600030) to our company. The above regulatory measures identified that the internal control of private fund custody business was not perfect, and the performance of individual projects was not cautious
