Citic Securities Company Limited(600030)
About Shenzhen Senior Technology Material Co.Ltd(300568)
2021 annual tracking report
Sponsor name: Citic Securities Company Limited(600030) sponsor company abbreviation: Shenzhen Senior Technology Material Co.Ltd(300568)
Name of sponsor representative: Wu Bin Tel: 075523835238
Name of sponsor representative: ye Xinglin Tel.: 075523835003
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) 0 times of not reviewing the company's information disclosure documents in time
2. Supervise the company's establishment, improvement and effective implementation of rules and regulations (1) whether the company is supervised to establish and improve rules and regulations (including but not limited to the system to prevent related parties from occupying the company's resources, fund-raising management system, internal control system, internal audit system and related transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
(1) Query the company's special account for raised funds for 12 times;
The recommendation institution shall supervise the use of the company's raised funds by obtaining the use account of the raised funds and the bank statement of the special account for the raised funds month by month
(2) Is the progress of the company's fund-raising project consistent with the information
Consistency of disclosure documents 4 Corporate governance supervision
(1) The number of times of attending the general meeting of shareholders of the company is 0
(2) Times of attending the board of directors of the company 0 times
(3) Times of attending the board of supervisors of the company as nonvoting delegates: 0
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) 16 times of special opinions
(2) Issues and conclusions involved in issuing non consenting opinions 0 times
See 7 Report the situation to the Institute (except for the on-site inspection report)
(1) 0 times reported to the exchange
(2) The main contents of the report are not applicable
(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 record and custody of the working papers of the recommendation business are in compliance with the regulations? Yes, the recommendation institution has established and kept the relevant working papers of the recommendation business in accordance with the regulations of Shenzhen Stock Exchange.
10. Training for listed companies
(1) Training times: 1 time
(2) Training date: December 8, 2021
(3) The main contents of the training include training on information disclosure of listed companies, corporate governance of listed companies, management and use requirements of raised funds of 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 are applicable
(including foreign investment, venture capital, entrusted financial management, financial assistance, hedging, etc.)
10. The issuer or the certificate employed by the issuer is applicable
Cooperation of securities service institutions with recommendation
11. Others (including business environment, none applicable)
Major changes in business development, financial status, management 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. The shares of the controlling shareholder and actual controller of the company are not applicable
Share reduction commitment
2. The company and its controlling shareholders and actual controllers are not applicable
Share repurchase commitment
3. The company and its controlling shareholders and actual controllers are not applicable
Commitment of all directors, supervisors and senior managers to undertake compensation or compensation liability according to law
4. The commitment of the actual controller to avoid horizontal competition is not applicable
5. The controlling shareholder and actual controller of the company are not applicable to the company
The company's commitment to take filling measures to dilute the immediate return of this issuance
6. The company's directors and senior managers' opinions on corporate governance are not applicable
The company's commitment to take filling measures to dilute the immediate return of this offering
7. The company's commitment on profit distribution policy is not applicable
4、 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:
Change 1. On January 4, 2021, Zhejiang regulatory bureau of China Securities Regulatory Commission issued a warning on measures taken against 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
Decision on measures.
The regulatory measures identified that Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) provided financial assistance to Zhejiang nipton Technology Co., Ltd. from January 2020 to July 2020, and 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 letters to Panda Dairy Corporation(300898) (hereinafter referred to as " Panda Dairy Corporation(300898) ") and relevant personnel recommended by our company. Regulatory measures: on October 29, 2020, Panda Dairy Corporation(300898) received 9 million yuan of government subsidies related to income, 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 29, 2021, Zhejiang regulatory bureau of China Securities Regulatory Commission issued the decision on ordering Zhejiang Kaishan Compressor Co., Ltd. to take corrective measures against Zhejiang Kaishan Compressor Co., Ltd. (hereinafter referred to as " Zhejiang Kaishan Compressor Co.Ltd(300257) "). According to the regulatory measures, Zhejiang Bureau found Zhejiang Kaishan Compressor Co.Ltd(300257) problems in the on-site inspection: the performance accounting of regular reports in 2019 and 2020 is inaccurate; From 2019 to 2020, the company's internal governance has the problems of non-standard use of funds, non-standard meeting process and non-independent personnel. The above acts violate the provisions of Article 2 of the measures for the administration of information disclosure of listed companies.
4. On March 2, 2021, Jiangxi regulatory bureau of China Securities Regulatory Commission issued a notice on the supervision of Boya Bio-Pharmaceutical Group Co.Ltd(300294) , Liao Xinxi, Liang Xiaoming and Fan Yi to Boya Bio-Pharmaceutical Group Co.Ltd(300294) (hereinafter referred to as " Boya Bio-Pharmaceutical Group Co.Ltd(300294) ") sponsored by our company
Qin's decision to take corrective measures. According to the regulatory measures, upon investigation, Boya Bio-Pharmaceutical Group Co.Ltd(300294) has not fulfilled the review procedures and information disclosure obligations of related party transactions in time, failed to disclose the progress of major events and failed to fulfill the information disclosure obligations of related party transactions as required. It violates the relevant provisions of articles 2, 3, 32 and 48 of the measures for the administration of information disclosure of listed companies and Article 1 of the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies Boya Bio-Pharmaceutical Group Co.Ltd(300294) the chairman, general manager and then Secretary of the board of directors of the company failed to fulfill the obligation of diligence and responsibility, and were responsible for the above violations.
5. On August 26, 2021, Guangdong regulatory bureau of China Securities Regulatory Commission issued the decision on Issuing warning letters to By-Health Co.Ltd(300146) , Liang Yunchao, Lin Zhicheng, Wu Zhuoyi and Tang Jinyin recommended by our company (hereinafter referred to as By-Health Co.Ltd(300146) ). The regulatory measures pointed out that By-Health Co.Ltd(300146) had the following violations in the acquisition of 100% equity of life space Group Pty Ltd and 46.67% equity of Guangzhou Tomson Baisheng Co., Ltd.: it failed to fully and prudently evaluate and disclose the major policy risks of the implementation of the e-commerce law; Failure to truthfully disclose the significant difference between the actual profit of the subject asset and the relevant profit forecast; Failing to fully disclose the information related to the impairment test of goodwill and intangible assets; Some indicators of goodwill impairment test prediction are lack of reasonable basis; The measurement of recoverable amount of assets in impairment test is not standardized; The registration of insiders is incomplete. Regulatory measures: the By-Health Co.Ltd(300146) chairman, the general manager, the chief financial officer and the Secretary of the board of directors failed to fulfill their obligations of diligence and responsibility in accordance with Article 3 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC) and Article 7 of the provisions on the establishment of the registration and management system for insiders of listed companies, and were respectively responsible for the relevant violations of the company
Be responsible.
6. On October 19, 2021, Zhejiang regulatory bureau of China Securities Regulatory Commission issued the decision on Issuing warning letters to Hangzhou Century Co.Ltd(300078) (hereinafter referred to as " Hangzhou Century Co.Ltd(300078) ") and relevant personnel recommended by our company. According to the regulatory measures, Hangzhou Century Co.Ltd(300078) has failed to fulfill the corresponding decision-making procedures for related party transactions in time and the obligation of information disclosure in accordance with relevant regulations, in violation of articles 2 and 3 of the measures for the administration of information disclosure of listed companies issued and implemented in 2007 Article 48 and the relevant provisions of Article 1 of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies.
7. On October 22, 2021, Beijing regulatory bureau of China Securities Regulatory Commission issued the decision on administrative supervision measures for issuing warning letters to Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as " Beijing Originwater Technology Co.Ltd(300070) ") recommended by our company. According to the regulatory measures, Beijing Originwater Technology Co.Ltd(300070) wholly owned subsidiary Shantou Beijing Originwater Technology Co.Ltd(300070) provides guarantee for Beijing Deqingyuan Agricultural Technology Co., Ltd. and its subsidiary Weixian Deqingyuan. Deqingyuan was an affiliate of Beijing Originwater Technology Co.Ltd(300070) at the time of signing the above guarantee contract, but the company failed to perform relevant review procedures and timely disclose the guarantee. The above-mentioned acts are in violation of the regulations of listed companies
