Soochow Securities Co.Ltd(601555)
About Jiangsu Transimage Technology Co.Ltd(002866)
2021 annual recommendation work report
Name of the sponsor: Soochow Securities Co.Ltd(601555) abbreviation of the sponsor: Jiangsu Transimage Technology Co.Ltd(002866)
Name of sponsor representative: Wu Min Tel: 051262938558
Name of sponsor representative: Cai Cheng Tel.: 051262938558
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) the number of times that the company's information disclosure documents are not reviewed 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, 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; 3. Supervision of raised funds
(1) Query the number of special accounts for raised funds of the company once a month
(2) Whether the progress of the company's fund-raising projects is consistent with the information disclosure documents 4. Corporate governance supervision
(1) The number of times of attending the general meeting of shareholders of the company as nonvoting delegates is 0 (all meeting proposals are deliberated before or after the meeting)
(2) 0 times of attending the board of directors of the company as nonvoting delegates (deliberating the proposal of the meeting before or after the meeting)
(3) 0 times of attending the board of supervisors of the company as nonvoting delegates (all deliberating the proposals of the meeting before or after the meeting)
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. Independent opinions
8 times ( Soochow Securities Co.Ltd(601555) about the release of the third release period for the first grant of restricted shares and the second release period for the reserved grant of restricted shares in the 2018 stock option and restricted stock incentive plan of Jiangsu Jiangsu Transimage Technology Co.Ltd(002866) Co., Ltd In addition to the verification opinions on the listing and circulation of restricted shares Soochow Securities Co.Ltd(601555) verification opinions on the change of the implementation subject and place of some raised capital investment projects of Jiangsu Jiangsu Transimage Technology Co.Ltd(002866) Co., Ltd. and the new implementation place of some raised capital investment projects Soochow Securities Co.Ltd(601555) verification opinions on Jiangsu Transimage Technology Co.Ltd(002866) carrying out foreign exchange hedging business, Soochow (1) number of independent opinions issued, verification opinions of Securities Co., Ltd. on the deposit and use of raised funds of Jiangsu Jiangsu Transimage Technology Co.Ltd(002866) Co., Ltd. in 2020 Soochow Securities Co.Ltd(601555) Co., Ltd. verification opinions on the self inspection form for the implementation of internal control rules of Jiangsu Jiangsu Transimage Technology Co.Ltd(002866) Co., Ltd Soochow Securities Co.Ltd(601555) Co., Ltd. verification opinions on the 2020 internal control self evaluation report of Jiangsu Jiangsu Transimage Technology Co.Ltd(002866) Co., Ltd Opinions on the verification of Jiangsu Co., Ltd. and the use of its own funds Soochow Securities Co.Ltd(601555) Co., Ltd. (verification opinions on lifting the ban on the listing and circulation of non-public offering restricted shares of Jiangsu Jiangsu Transimage Technology Co.Ltd(002866) Co., Ltd.)
(2) Issues involved in issuing non consenting opinions and conclusions no opinions 7. Report to the exchange (except the on-site inspection report)
(1) No number of reports to the exchange
(2) The main contents of the report are none
(3) No progress or rectification of the reported items 8. Pay attention to the performance of responsibilities
(1) Whether there are matters needing attention does not exist
(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 working papers of recommendation business are in compliance 10. Training of listed companies
(1) Training times: 1 time
(2) Training date: October 26, 2021
(3) interpretation of the main contents of the training and the revision points of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange
11. Other sponsor work that needs to be explained is not applicable
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. Related party transactions are not applicable
7. All external guarantees are applicable
8. Acquisition and sale of assets are not applicable
9. Other business categories and important matters
(including foreign investment and venture capital)
Assets, entrusted financial management and financial assets
Assistance, hedging, etc.) 10. The issuer or its employees
Intermediary agencies cooperating with the recommendation work are all applicable
situation
11. Others (including operating environment)
Environment, business development and financial statements are all applicable
III. implementation of commitments of the company and its shareholders
Whether the commitments of the company and shareholders have fulfilled the original commitments of the bank that have not fulfilled their commitments and Solutions
1. Zou Weimin, the controlling shareholder and actual controller of the company, promised at the initial public offering of the company: "in addition to the initial public offering of shares
Except for the shares publicly offered by me at the time of listing, it does not apply from the date of listing of the company's shares
Do not transfer or entrust others to manage the shares issued before the public offering of the company directly or indirectly held by him within 36 months from the date of issuance
Shares, and the company will not repurchase such shares.
If I reduce my holdings of the company's shares within two years after the expiration of the aforesaid lock-in period, the reduction price shall not be lower than the issuance price of the initial public offering.
Within six months after the listing of the company's shares, if the closing price of the company's shares for 20 consecutive trading days is lower than the offering price of the initial public offering, or the closing price at the end of six months after the listing (October 26, 2017) is lower than the offering price of the initial public offering, the 36 month lock period of the company's shares directly or indirectly held by me shall be automatically extended for six months. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of share capital during the period, the issue price shall be adjusted accordingly.
After the expiration of the above-mentioned lock-in period, during the term of office, the shares transferred each year shall not exceed 25% of the company's shares directly or indirectly held by me, and the company's shares directly or indirectly held by me shall not be transferred within six months after resignation; Within 12 months after the declaration of leaving office for six months, the number of shares of the company sold through listing and trading in the stock exchange shall not exceed 50% of the total number of shares of the company directly or indirectly held by me. "
2、 Chen Min, the actual controller of the company, promised at the initial public offering: "Except for the shares offered by me in the initial public offering, I will not transfer or entrust others to manage the shares issued before the public offering of the company directly or indirectly held by me within 36 months from the date of listing of the company's shares, nor will the company buy back some of the shares. If I reduce the company's shares within two years after the expiration of the aforesaid lock-in period, the reduction price shall not be lower than that of the initial public offering
The issue price of the issue. Yes, not applicable
Within six months after the listing of the company's shares, if the closing price of the company's shares for 20 consecutive trading days is lower than the offering price of the initial public offering, or the closing price at the end of six months after the listing (October 26, 2017) is lower than the offering price of the initial public offering, the 36 month lock period of the company's shares directly or indirectly held by me shall be automatically extended for six months. In case of ex rights and ex interests matters such as dividend distribution, share distribution and conversion of share capital during the period, the issue price shall be adjusted accordingly. "
3. The shareholder Yangzhou Chengyuan investment consulting department (limited partnership) promised at the initial public offering of the company: "except for the shares publicly offered by the enterprise at the time of the initial public offering, it will not transfer or entrust others to manage the shares within 36 months from the date of listing of the company's shares
It is not applicable before the public offering of shares of the company directly or indirectly held by the enterprise
The issued shares will not be repurchased by the company. If the company reduces its shares within two years after the expiration of the aforesaid lock-in period, the reduction price shall not be lower than the issuance price of the initial public offering.
Within six months after the listing of the company's shares, if the closing price of the company's share price for 20 consecutive trading days is lower than that of the initial public offering
If the issue price or the closing price at the end of six months after listing (October 26, 2017) is lower than the issue price of the initial public offering, the 36 month lock period of the company's shares directly or indirectly held by the enterprise will be automatically extended for six months. In case of ex rights and ex interests matters such as dividend distribution, share distribution and conversion of share capital during the period, the issue price shall be adjusted accordingly. "
4. Directors and senior managers Liu Saiping, Xu Xiaoli, Chen Guilin Shi Yunzhong promised during the company's initial public offering: "within 12 months from the date of listing of the company's shares, I will not transfer or entrust others to manage the shares issued before the company's public offering directly or indirectly held by me, nor will the company buy back some of the shares. If I reduce the company's shares within two years after the expiration of the aforesaid lock-in period, the reduction price shall not be lower than the issuance price of the initial public offering.
Within six months after the listing of the company, if the stock price of the company continues to rise by 20%
The closing prices of the two trading days are lower than the offering price of the initial public offering, or at the end of six months after listing (October 2017)
