Guodu Securities Co., Ltd
About Guangxi Liuzhou Pharmaceutical Co.Ltd(603368)
On site inspection report of continuous supervision in 2021
Shanghai Stock Exchange:
Approved by the reply on approving Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) public issuance of convertible corporate bonds (zjxk [2019] No. 2303) of China Securities Regulatory Commission, Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) (hereinafter referred to as ” Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) ” or “the company”) publicly issued 802.2 million yuan of convertible corporate bonds on January 16, 2020, with a face value of 100 yuan each, totaling 8022000 pieces. The total amount of funds raised from the public offering of convertible corporate bonds is RMB 802.2 million. After deducting the underwriting recommendation fee, lawyer’s fee and other issuance expenses of RMB 1998.04 million (excluding tax), the net amount of funds actually raised is RMB 782.2196 million. The above-mentioned funds have been received on January 22, 2020. Zhongqin Wanxin Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report (qxyz [2020] No. 0006).
Guodu Securities Co., Ltd. (hereinafter referred to as “Guodu securities” or “recommendation institution”) as the recommendation and continuous supervision institution for Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) public issuance of convertible corporate bonds, in accordance with the administrative measures for recommendation business of securities issuance and listing and the administrative measures for raised funds of listed companies on Shanghai stock exchange In accordance with the requirements of relevant national laws, regulations and normative documents such as the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, and in the principle of diligence, honesty and trustworthiness, the sponsor conducted an on-site inspection on the relevant conditions from Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) December 2020 to this on-site inspection (hereinafter referred to as “this on-site inspection”). The on-site inspection is reported as follows: I. Basic information of the on-site inspection
(i) Sponsor: Guodu securities
（2） Sponsor representatives: Xu Jie, Zhao Yingyang
（3） On site inspection time: December 20, 2021 – December 24, 2021
（4） On site inspectors: Zhao Yingyang, Xiao Haoyue
（5） The on-site inspection of Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) mainly includes: 1. Corporate governance, internal control and the operation of the three sessions; 2. Information disclosure; 3. Independence and capital transactions with controlling shareholders, actual controllers and other related parties; 4. Use of raised funds; 5. Related party transactions, external guarantees and major external investment; 6. Business conditions; 7. Other matters that the recommendation institution considers should be subject to on-site inspection. 2、 Opinions on matters related to on-site inspection (I) internal governance and internal control of the company and the operation of the three meetings
The recommendation institution consulted the articles of association of Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) , the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors and other internal control systems; Checked the meeting notices, resolutions and records of the general meeting of shareholders, the board of directors and the board of supervisors, and checked the relevant announcements of the company; Consulted the relevant documents and records of the company’s internal audit department; Interviews were conducted with relevant personnel of the company.
After verification, the recommendation institution believes that: Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) ‘s articles of association and corporate governance system are complete and compliant, and relevant systems have been effectively implemented; The check and balance mechanism of the general meeting of shareholders, the board of directors and the board of supervisors of the company operates effectively. Democratic and transparent decision-making procedures and rules of procedure; The directors, supervisors and senior managers of the company can perform their duties in accordance with the company law and the stock listing rules of Shanghai Stock Exchange; The company has established and improved the internal audit system and internal control system, established a special internal audit department, and the board of directors has established an audit committee. The above institutions perform their corresponding responsibilities within the scope of authority agreed in the articles of association, and the company’s internal control system has been effectively implemented. Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) the convening, convening and voting procedures of the “three meetings” are legal and compliant, the meeting minutes are complete, and the meeting materials are well preserved. The directors and supervisors signed and confirmed the relevant resolutions. Directors, supervisors and senior managers can perform their duties in accordance with relevant laws and regulations and the business rules of the exchange. （2） Information disclosure
The recommendation institution consulted the company’s public disclosure documents, investor relations activity record sheet and other materials.
After verification, Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) has formulated a complete information disclosure system. The information disclosure system complies with the provisions of relevant laws and regulations such as the stock listing rules of Shanghai Stock Exchange, the measures for the administration of information disclosure of listed companies, the notice on regulating the information disclosure of listed companies and the behavior of relevant parties, the disclosed announcements are consistent with the actual situation, and the disclosed contents are complete, The information disclosure archives are complete, and there are no false records, misleading statements or major omissions. （3） Independence of the company and capital transactions with controlling shareholders, actual controllers and other related parties
The recommendation institution consulted relevant institutional documents, relevant meeting minutes and announcements, consulted the accounts of the company, its main subsidiaries and related parties, and obtained relevant explanatory documents of the company.
After verification, the sponsor believes that the issuer’s assets are complete, its personnel, institutions, business and finance remain completely independent, and there is no case of related parties occupying the issuer’s funds in violation of regulations. （4） Use of funds raised by the company
The sponsor checked the account opening of the raised funds account, the original vouchers and bank statements related to the use of the raised funds, checked the meeting minutes and announcements related to the use of the raised funds, and learned about the construction of the raised investment project from the relevant person in charge.
After verification, the sponsor believes that Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) has established the raised funds management system, signed the tripartite supervision agreement on the storage of the raised funds in the special account, and can store and use the raised funds in accordance with the provisions of the relevant systems. The company has performed the relevant decision-making procedures for the use of the raised funds in accordance with the provisions. As of the date of issuance of the on-site inspection report, the company has not violated the terms of the tripartite supervision agreement, and the raised funds have not been occupied by the controlling shareholders and actual controllers of the company. （5） Related party transactions, external guarantees and major external investment
The recommendation institution consulted the resolutions and information disclosure documents of the general meeting of shareholders, the board of directors and the board of supervisors, consulted the relevant agreements of the company, and interviewed relevant personnel on related party transactions, external guarantees and major foreign investment.
After verification, the recommendation institution believes that: Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) has standardized the decision-making authority and decision-making mechanism of related party transactions, foreign guarantees and foreign investment, and there are no violations of laws and regulations and damage to the interests of minority shareholders in the occurred related party transactions, foreign guarantees and foreign investment. （6） Operation
The sponsor went to Liuzhou city to check the operation of Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) , consult the company’s financial report and relevant financial data, interview the company’s executives and verify the company’s operation.
After verification, the recommendation institution believes that Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) is in good operation, the business operation is normal, and the business model of its main business has not changed. There are no major changes in macroeconomic policies, laws and regulations that have an impact on the company’s business, and there are no major adverse changes in the market prospect and industrial business environment of the company’s main business. The company’s core competitiveness has not changed significantly. （7） Other matters that the recommendation institution deems necessary for on-site inspection
None. 3、 Matters and suggestions brought to the attention of listed companies
The construction progress of some raised investment projects of the company is relatively slow, and the investment of raised funds is delayed compared with the expectation. The recommendation institution requests the company to continue to invest in strict accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the measures for the management of raised funds of listed companies on Shanghai Stock Exchange and the articles of association Reasonably arrange the use of raised funds, carry out the construction of raised investment projects and the use of raised funds as soon as possible and orderly, and ensure that the use of raised funds is legal and compliant. 4、 Whether there are any matters that should be reported to CSRC and Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange
None. 5、 Cooperation of listed companies and other intermediaries
For this on-site inspection of the sponsor, Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) actively cooperated in providing the required documents and materials, and arranged the sponsor representative and other project team members to interview and conduct on-site inspection with relevant personnel of the company, which facilitated the on-site inspection of the sponsor. The on-site inspection was conducted independently by the sponsor, and no other intermediary was arranged to cooperate.
6、 On site inspection conclusion
Through on-site inspection, the sponsor believes that the corporate governance is standardized, a relatively perfect internal control system has been established, there is no significant change in business operation, the information disclosure is timely and complete, the company maintains independence in business, assets, finance, personnel and institutions, the use procedures of raised funds are in compliance, and in external guarantees, related party transactions There are no violations of laws and regulations in major foreign investment, and there are no major adverse changes in the company’s business model, product or service variety structure.
It is hereby reported.
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(there is no text on this page, only the signature and seal page of Guodu Securities Co., Ltd. on Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) 2021 annual continuous supervision on-site inspection report) sponsor representatives: Xu Jie and Zhao Yingyang
Guodu Securities Co., Ltd. December 31, 2021
