Citic Securities Company Limited(600030) , China Merchants Securities Co.Ltd(600999) about China Merchants Energy Shipping Co.Ltd(601872)
2021 continuous supervision report
Name of recommendation institution: abbreviation of the recommended company:
Citic Securities Company Limited(600030) China Merchants Energy Shipping Co.Ltd(601872)
Name of sponsor representative: Wu Xiaoguang Tel: 01060834479
Name of sponsor representative: Ge Xin Tel: 02120262063
Name of recommendation institution: abbreviation of the recommended company:
China Merchants Securities Co.Ltd(600999) China Merchants Energy Shipping Co.Ltd(601872)
Name of sponsor representative: Wei Jinyang Tel.: 075583084017
Name of sponsor representative: Yue Dong Tel: 075583084017
Approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in the reply on Approving the non-public development of shares of China Merchants Energy Transportation Co., Ltd. (zjxk [2019] No. 2002), China Merchants Energy Shipping Co.Ltd(601872) (hereinafter referred to as the “listed company” and ” China Merchants Energy Shipping Co.Ltd(601872) “) non publicly issued 673507457 RMB ordinary shares (A shares) to no more than 10 specific objects including China Merchants Shipping Co., Ltd., the controlling shareholder of the company, with a par value of 1 yuan per share and an issue price of 5.36 yuan per share. The total amount of raised funds was 360999996952 yuan. After deducting the issuance expenses of 1750258927 yuan, The net amount of raised funds is 359249738025 yuan. On December 27, 2019, ShineWing Certified Public Accountants (special general partnership) issued xyzh / 2019sza40821 capital verification report to verify that all the raised funds have been in place Citic Securities Company Limited(600030) , China Merchants Securities Co.Ltd(600999) (hereinafter collectively referred to as the “sponsor”) as the sponsor of China Merchants Energy Shipping Co.Ltd(601872) non-public offering in 2019, is responsible for the continuous supervision of China Merchants Energy Shipping Co.Ltd(601872) after the issuance of China Merchants Energy Shipping Co.Ltd(601872) shares “and the guidelines for the continuous supervision of listed companies on Shanghai Stock Exchange. The sponsor continuously supervises China Merchants Energy Shipping Co.Ltd(601872) through daily communication, regular return visit, on-site inspection, due diligence and other means, The report on the continuous supervision in 2021 is as follows: I. overview of the recommendation work
1. On site inspection
On December 27, 2021, the sponsor conducted an on-site inspection on the standardized operation of the company since 2021. In accordance with the relevant requirements of the guidelines for continuous supervision of listed companies of Shanghai Stock Exchange, the sponsor has conscientiously performed its continuous supervision responsibilities for China Merchants Energy Shipping Co.Ltd(601872) and through this on-site verification, the sponsor believes that China Merchants Energy Shipping Co.Ltd(601872) has been in corporate governance, internal control, three meetings operation, information disclosure, independence, related party transactions, external guarantee The operation of major foreign investment and other important aspects complies with the relevant requirements of the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and the stock listing rules of Shanghai Stock Exchange. The company has complete assets, independent personnel, institutions, business and finance, and there is no illegal occupation of the funds of the listed company by related parties; The company does not deposit or use the raised funds in violation of regulations; The company does not violate laws and regulations in terms of external guarantee, related party transactions and major foreign investment; The operation and management of the company are normal, and the on-site inspection report of Citic Securities Company Limited(600030) , China Merchants Securities Co.Ltd(600999) on China Merchants Energy Shipping Co.Ltd(601872) 2021 continuous supervision work has been issued.
On December 27, 2021, the recommendation representative of the recommendation institution and members of the project team went to China Merchants Energy Shipping Co.Ltd(601872) for on-site inspection of continuous supervision in 2021. China Merchants Energy Shipping Co.Ltd(601872) was inspected on site by interviewing senior managers, checking the main production and operation sites of listed companies, checking the relevant “three meetings” documents of the company, checking the use system and use of raised funds, consulting the relevant internal control system documents of the company, and checking the data of related party transactions of the company. After the on-site inspection, the recommendation institution submitted the on-site inspection report to the Shanghai stock exchange according to the requirements of relevant regulations.
2. Supervise the establishment, improvement and effective implementation of rules and regulations of the company
When the recommendation institution keeps paying attention to the company’s rules and regulations and conducts due diligence on the establishment and implementation of corporate governance and internal control system, it notes:
(1) The actual controller of the company and its related parties do not occupy the company’s funds;
(2) The company has established and effectively implemented an internal control system to prevent directors, supervisors and senior managers from damaging the interests of the company by taking advantage of their positions;
(3) The company’s internal structure and the distribution of rights and responsibilities are scientific and reasonable;
(4) Specify the scope of authority, approval procedures and corresponding responsibilities of the department or post business, and clarify compliance;
(5) The company’s risk assessment and control measures have been effectively implemented.
3. Supervise the company to establish the special account storage system of raised funds and inquire about the special account of raised funds. The company establishes the management system of raised funds, and clearly stipulates the storage of special account of raised funds, the use of raised funds, the change of investment direction of raised funds, and the supervision of the use of raised funds; The company has well implemented these rules and regulations.
Fund raising Account No. 16336 is opened in the company. As of December 31, 2021, the storage of the raised funds account is as follows:
Raised funds deposit bank name special account storage method special account balance (yuan)
China Merchants Bank Co.Ltd(600036) current deposit 10410649396217581638310001 certificate of deposit 15000000000
Total 25410649396
4. Board of directors and general meeting of shareholders
The convening, convening and voting procedures of the company’s previous general meetings of shareholders, the board of directors and the board of supervisors in 2021 comply with the provisions of relevant laws and regulations and the articles of association. The meeting minutes and other meeting materials are kept intact, and the meeting resolutions are signed and confirmed by the directors or supervisors attending the meeting.
The sponsor has learned about the convening of the board of directors and the general meeting of shareholders in detail. The functional institutions of the company can earnestly perform their duties, actively participate in the research and decision-making of major issues of the company, and pay attention to safeguarding the interests of the company and all shareholders.
5. Related party transactions, external guarantees and major foreign investment
The recommendation institution supervised and verified the related party transactions, external guarantees and major investments of the company in 2021. Since 2021, the company has established and implemented a sound internal control and information disclosure system for related party transactions, external guarantees and foreign investment, and there are no violations of laws and regulations. The company has no undisclosed major related party transactions, external guarantees and major external investments. 2、 Sponsor’s review of information disclosure of listed companies
The sponsor reviewed the company’s information disclosure documents 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, and 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 according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of the Shanghai Stock Exchange
China Merchants Energy Shipping Co.Ltd(601872) in 2021, there were no important events that should be reported to CSRC and Shanghai Stock Exchange.
4、 Other matters
China Merchants Energy Shipping Co.Ltd(601872) in 2021, there were no important events that should be reported to CSRC and Shanghai Stock Exchange.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) , China Merchants Securities Co.Ltd(600999) on China Merchants Energy Shipping Co.Ltd(601872) 2021 annual continuous supervision report) signature of the sponsor representative:
Xiao Guang Wu
Ge Xin
Official seal of the sponsor: Citic Securities Company Limited(600030) March 25, 2022
(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) on Citic Securities Company Limited(600030) , China Merchants Securities Co.Ltd(600999) on China Merchants Energy Shipping Co.Ltd(601872) 2021 annual continuous supervision report) signature of the sponsor representative:
Wei Jinyang
Yue Dong
Official seal of recommendation institution: China Merchants Securities Co.Ltd(600999) March 25, 2022
