Citic Securities Company Limited(600030)
About Zhang Xiaoquan Inc(301055)
2021 continuous supervision and tracking report
Sponsor name: Citic Securities Company Limited(600030) sponsor company abbreviation: Zhang Xiaoquan Inc(301055)
Name of sponsor representative: Li Liang Tel: 02120262081
Name of sponsor representative: Tang Liang Tel: 01060838064
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 number of special accounts for raised funds of the company, and query monthly
(2) Whether the progress of the company's fund-raising project is consistent with the information disclosure document 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) 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) 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) Are there any matters needing attention? No
(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 paper of the recommendation business are in compliance with the requirements of 10 Training for listed companies
(1) Training times: 1 time
(2) Training date: December 31, 2021
(3) The main contents of the training are in accordance with the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem (revised in 2020), The information disclosure of listed companies, the governance of listed companies, the use of raised funds and the rules for the reduction of shares held by shareholders of listed companies are reviewed
train.
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.) III. performance of commitments of the company and shareholders
whether
Reasons and solutions for non performance of commitments of the company and shareholders
1. The commitment on share locking is not applicable
2. The commitment on shareholding intention and reduction intention is not applicable
3. The plan and commitment on stabilizing the stock price are not applicable
4. The commitment on the responsibility of information disclosure is not applicable
5. The of binding measures for non-compliance with commitments is not applicable
promise
6. The commitment on profit distribution policy is not applicable
7. With regard to diluted immediate return, the filling measure is not applicable
Earnestly fulfill our commitments
8. The commitment on social security and provident fund payment is not applicable
9. The provisions on repurchasing shares at the time of issuance that constitute fraud are not applicable
promise
10. The issuer's application for initial public offering is not applicable
Relevant commitments on information disclosure of shareholders whose shares are listed on GEM
11. Hang Shi Group's decision on holding Zhang Xiaoquan Inc(301055) shares is not applicable
Commitments related to shares of the limited company IV. other matters
Description of report items
1. Change of sponsor representative and its reasons
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:
1. On January 4, 2021, the Zhejiang regulatory bureau of China Securities Regulatory Commission issued a notice on the supervision of Zhejiang Zhengyuan for Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as " Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) ") sponsored by our company
Decision of Smart Technology Co., Ltd. and relevant personnel to take measures to issue warning letters.
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 Boya Bio-Pharmaceutical Group Co.Ltd(300294) (hereinafter referred to as " Boya Bio-Pharmaceutical Group Co.Ltd(300294) ") recommended by our company
Pharmaceutical Group Co., Ltd., Liao Xinxi, Liang Xiaoming and fan Yiqin took the decision to order 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, general manager, chief financial officer and Secretary of the board of directors failed to perform 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 insider registration and management system by listed companies
Be responsible for relevant violations of the company.
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 law of the people's Republic of China
