Citic Securities Company Limited(600030)
About Ningxia Baofeng Energy Group Co.Ltd(600989)
2021 continuous supervision report
Name of Sponsor: Citic Securities Company Limited(600030) name of Sponsor: Ningxia Baofeng Energy Group Co.Ltd(600989)
Name of sponsor representative: Huang Chao contact information: 075523835058
Name of sponsor representative: Chen Jieyu contact information: 075523835289
1、 Overview of sponsor work
On May 16, 2019, Ningxia Baofeng Energy Group Co.Ltd(600989) (hereinafter referred to as " Ningxia Baofeng Energy Group Co.Ltd(600989) " or "the company") was listed on Shanghai Stock Exchange. In accordance with the securities law of the people's Republic of China, the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, as well as the recommendation and underwriting agreement signed with Ningxia Baofeng Energy Group Co.Ltd(600989) and, CITIC Securities Co., Ltd. (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") as the sponsor, continuously supervised Baofeng energy from May 16, 2019 to December 31, 2021.
The continuous supervision of Citic Securities Company Limited(600030) on Ningxia Baofeng Energy Group Co.Ltd(600989) in 2021 is summarized as follows:
(I) supervision on the use of raised funds
With the approval of the reply on approving Ningxia Baofeng Energy Group Co.Ltd(600989) initial public offering of shares (zjxk [2019] No. 782) issued by the China Securities Regulatory Commission, Ningxia Baofeng Energy Group Co.Ltd(600989) was approved to issue 733.36 million ordinary shares to the public, with a par value of 1 yuan per share, an issue price of 11.12 yuan per share, and a total of 81549632 million yuan of raised funds, After deducting the actual issuance expenses of RMB 15.496 million, the net amount is RMB 15.496 million. The availability of the above raised funds has been verified by the capital verification report "Ernst & Young Huaming (2019) Yan Zi No. 61004853a01" issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), and all of them have been deposited in the special account for raised funds.
In order to regulate the management and use of the raised funds of the company and protect the rights and interests of investors, in accordance with the securities law of the people's Republic of China, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant laws The regulatory and normative institutions have signed the tripartite supervision agreement on the special account storage of raised funds with Bank Of Communications Co.Ltd(601328) Ningxia Hui Autonomous Region Branch, China Construction Bank Corporation(601939) Ningxia Hui Autonomous Region Branch and China Construction Bank Corporation(601939) Shenzhen Jingyuan sub branch respectively. There is no significant difference between the contents of the relevant agreement and the tripartite supervision agreement on the special account storage of raised funds (model) formulated by Shanghai Stock Exchange.
As of December 31, 2021, the company has used a total of 81790471 million yuan in the special account for raised funds; The balance of the raised funds account is 0 yuan, including the net amount of 240839 million yuan of accumulated bank deposit interest minus bank handling charges.
On May 28, 2019, Ningxia Baofeng Energy Group Co.Ltd(600989) held the 23rd Meeting of the second board of directors and the 10th meeting of the second board of supervisors, deliberated and approved the proposal on using the raised funds to replace the self raised funds of the projects invested with raised funds in the early stage, and approved the company to use the raised funds to replace the self raised funds of the projects invested with raised funds in the early stage; The proposal on using part of the raised funds to repay bank loans was reviewed and approved, and the company was approved to use the raised funds to repay bank loans of 600 million yuan; The proposal on the use of some idle raised funds for cash management was reviewed and passed, and it was agreed that the company could use some idle raised funds of no more than RMB 300 million for cash management within 12 months from the date of adoption of the proposal. Within the above limit and period, the funds can be used on a rolling basis. In response to the above proposals, independent directors have expressed clear consent.
During the continuous supervision period in 2021, the recommendation institution supervised and verified the use of the raised funds to ensure that Ningxia Baofeng Energy Group Co.Ltd(600989) can use the raised funds according to law and safeguard the interests of the majority of investors. From November 19 to 20, 2021, the recommendation institution conducted on-site inspection on the use of Ningxia Baofeng Energy Group Co.Ltd(600989) raised funds, and verified the use certificate of raised funds, bank statement of raised funds, use of special account of raised funds, etc. (II) corporate governance supervision
Prior to the issuance and listing, Ningxia Baofeng Energy Group Co.Ltd(600989) 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 rules of independent directors, the external guarantee system, the connected transaction system and other rules and regulations. In 2021, the articles of association of Ningxia Baofeng Energy Group Co.Ltd(600989) 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 the Shanghai stock exchange. The company was in good governance and effectively implemented various rules and regulations such as the external guarantee system and the related party transaction system. From November 19 to 20, 2021, the sponsor checked the establishment, improvement and implementation of Ningxia Baofeng Energy Group Co.Ltd(600989) rules and regulations through on-site inspection.
(III) on site inspection
From November 19 to 20, 2021, the recommendation institution conducted on-site inspection on Ningxia Baofeng Energy Group Co.Ltd(600989) and comprehensively verified the corporate governance and internal control, information disclosure, independence of the company, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, external guarantees, major foreign investment Business conditions and other aspects. After the on-site inspection, Citic Securities Company Limited(600030) according to the requirements of relevant regulations, submitted the on-site inspection report of continuous supervision to Shanghai Stock Exchange. (IV) guidance and training
The recommendation institution trained the directors, supervisors, senior managers and relevant personnel of Ningxia Baofeng Energy Group Co.Ltd(600989) before and after listing on the standardized operation of companies listed on the Shanghai Stock Exchange, such as corporate governance, information disclosure, fund-raising management, internal control, directors' and supervisors' responsibilities. In the daily supervision and communication, the recommendation institution provides guidance and brief training to the directors, supervisors and senior managers of the company, including capital market knowledge, information disclosure, application of raised funds, external guarantee, related party transactions, etc.
(V) attendance at the board of directors and general meeting of shareholders of the company as nonvoting delegates
In 2021, Ningxia Baofeng Energy Group Co.Ltd(600989) held 6 meetings of the board of directors, 3 meetings of the board of supervisors and 1 general meeting of shareholders. The recommendation institution reviewed the meeting documents of the board of directors 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 recommendation responsibility. (VI) related party transactions, external guarantees, major foreign investment and relevant verification opinions
By consulting financial data and relevant documents and communicating with relevant personnel of the company, the recommendation institution has verified the company's connected transactions, external guarantees and major foreign investment. In accordance with the regulations, the company has formulated internal systems such as the articles of association, foreign investment management system, related party transaction management system, foreign guarantee management system and information disclosure management system to clarify the decision-making procedures, risk management and information disclosure of related party transactions, foreign guarantees and major foreign investment, In 2021, there were no illegal related party transactions, external guarantees and major foreign investment. 2、 Sponsor's review of information disclosure of listed companies
The sponsor reviewed the public information disclosure documents of Ningxia Baofeng Energy Group Co.Ltd(600989) 2021, including the resolution announcement of the board of directors and the board of supervisors, the information and resolution announcement of the annual general meeting of shareholders, the relevant announcement on the management and use of raised funds, and supervised the work of Ningxia Baofeng Energy Group Co.Ltd(600989) 2021 annual report. The sponsor reviewed the information disclosure documents of the company in 2021 before or after the event, checked the content and format of the information disclosure documents and the relevant procedures to be performed, and the company has disclosed the information in accordance with the relevant provisions of the regulatory authorities and publicly issued various announcements in accordance with the law to ensure that all major information disclosures are timely, accurate, true and complete, 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 in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant rules of the Shanghai Stock Exchange
None. 4、 Other matters
None. (no text below)
