Huaying Securities Co., Ltd
About Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
2021 annual recommendation work report
Name of Sponsor: Huaying Securities Co., Ltd. abbreviation of the sponsor: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Name of sponsor representative: Wu Yi Tel: 01058113036
Name of sponsor representative: Shi Zonghan Tel: 075523901683
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 were not reviewed in time was not 2 Supervise the company’s establishment, improvement and effective implementation of rules and regulations (1) whether it supervises the company 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 party transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
(1) Query the company’s special account for raised funds 6 times, and obtain and review the statement of the company’s special account for raised funds every month
(2) Whether the progress of the company’s fund-raising project is consistent with the information disclosure document 4 Corporate governance supervision
(1) Times of attending the general meeting of shareholders of the company as nonvoting delegates: 1
(2) Times of attending the board of directors of the company as nonvoting delegates: 1
(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 is (3) the main problems found in the on-site inspection and the rectification are not found. 6 Independent opinions
Project work content
(1) 4 times of expressing independent opinions
(2) Issues involved in issuing non consenting opinions and concluding comments none 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) Whether there are matters needing attention none
(2) The main contents of the concerns are not applicable
(3) The progress or rectification of concerns is not applicable
9. Whether the records and custody of the working papers of the recommendation business are in compliance
10. Training for listed companies
(1) Training times: 1 time
(2) Training date: May 21, 2021
(3) The main contents of the training include special training on the management norms and continuous supervision of raised funds
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 all applicable
3. The operation of the “three sessions” is applicable
4. Changes in controlling shareholders and actual controllers are applicable
5. The deposit and use of raised funds are applicable
6. Connected transactions are not applicable
7. All external guarantees are applicable
8. Acquisition and sale of assets are applicable
9. Important matters of other business categories (package)
Including foreign investment, venture capital and entrustment
Financial management, financial assistance, hedging, etc.)
10. The issuer or any intermediary employed by it is applicable
Cooperation of the institution with the recommendation work
Problems and measures taken
11. Others (including business environment and business)
Development, financial status, management status, all applicable
Major changes in core technology)
3、 Performance of commitments of the company and shareholders
Whether the commitment Party’s company and shareholders have failed to fulfill their commitments, the original reasons for fulfilling their commitments and Solutions
Within 36 months from the date of listing of the company’s shares
After the expiration of the sales period of xinlitai pharmaceutical, when ye Chenghai was the chairman of the company,
It is not applicable that the number of shares transferred by a limited company each year does not exceed the number of shares held by the company
25% of the total, after ye Chenghai left office
Do not transfer the company’s shares within half a year.
Within 36 months from the date of listing of the company’s shares
After the expiration of the sale period, during his term as chairman of the company, every
In, it transferred Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd. and American International Trade Co., Ltd
If the number of shares of Yecheng Haiyi Co., Ltd. does not exceed that held, it is not applicable
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd. and American International Trade Co., Ltd
25% of the shares of the company; Within six months after leaving,
Do not transfer the Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd. and American Pharmaceutical Co., Ltd
Zhou International Trade Co., Ltd.
Within 36 months from the date of listing of the company’s shares
After the expiration of the sale period, during Ye Chenghai’s term as chairman of the company,
The number of shares of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd. transferred by American international trade every year is not
The shares of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd. held by Yi Co., Ltd. are always not applicable
25% of the number; Half a year after ye Chenghai left office
No transfer of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd
shares.
The main contents of the commitment to avoid peer competition are:
Letter from the controlling shareholder 1. As of the date of issuance of the letter of commitment, the promisor has not made any
Litai pharmaceutical has ways to directly or indirectly engage in the industry competing with the company
Limited to the company and actual business, and does not own shares of enterprises with horizontal competition with the company
Ye Chengfen, equity or any other interest of the controller;
Hai, Liao Qingfu 2. The promisor promises not to engage in any form, which is not applicable to the company
The production and operation of women and their families constitute or may constitute the industry of horizontal competition
Members Ye Yuyun, Wu and business activities will not provide any capital, business and technology for the company’s Chen Zhiming and Ye Yu’s competitors in any way
Help from the government;
3. In case of violation of the above commitments, the promisor will bear the losses caused thereby
All losses caused by the company.
Whether the commitment Party’s company and shareholders have failed to fulfill their commitments, the original reasons for fulfilling their commitments and Solutions
1. Promise not to give free or unfair conditions to other units
Or personal transmission of interests, and do not use other ways to damage
Harm the interests of the company;
2. Promise to restrict my job consumption behavior;
3. Promise not to use the company’s assets to perform duties with me
Investment and consumption activities unrelated to responsibilities;
4. The commitment shall be formulated by the board of directors or the remuneration and assessment committee
The compensation system and the implementation of the company’s compensation and return measures
Condition linked;
5. Promise that if the company plans to implement equity incentive, the exercise conditions
It will be linked to the implementation of the company’s compensation measures
Hook;
6. From the issuance date of this commitment to this non-public offering of the company
Before the completion of stock implementation, if the CSRC makes a decision on filling
Return measures for all directors of the company and other new regulatory provisions promised by them,
It is not applicable when the above commitments cannot meet the requirements of the CSRC
The person himself promises that he will be released in accordance with the latest provisions of the CSRC at that time
With supplementary commitments;
7. Promise to fulfill the relevant regulations formulated by the company
Measures and any relevant measures taken in this regard
If the company violates such commitments and gives them to the company or
If the investor causes losses, I am willing to bear the losses according to law
The compensation liability of the company or investors;
8. As one of the responsible subjects for filling the return measures,
I promise to strictly fulfill the above commitments I have made
Matters to ensure that the company’s compensation measures can be cut
Actual performance. If I violate the above commitments or refuse to perform
I agree to make the above commitments in accordance with the China Securities Regulatory Commission and Shenzhen Securities Regulatory Commission
Formulated or issued by Shenzhen Stock Exchange and other securities regulatory authorities
According to the relevant regulations and rules of the people’s Republic of China
Take relevant management measures.
Whether the commitment Party’s company and shareholders have failed to fulfill their commitments, the original reasons for fulfilling their commitments and Solutions
1. In accordance with relevant laws, regulations and the articles of association
It is stipulated to exercise shareholders’ rights and not interfere with the operation of the company beyond their authority
Manage activities without encroaching on the interests of the company;
2. From the issuance date of this commitment to this non-public offering of the company
Before the completion of the implementation of the shares, if the CSRC makes a decision on
Other new regulations to fill in the return measures and their commitments
And the above commitments cannot meet the requirements of the CSRC
And other regulations, the company / I promise that we will follow them at that time
The controlling shareholder shall issue supplementary commitments in accordance with the latest provisions of the CSRC;
Litai pharmaceutical has 3. Earnestly fulfill the relevant provisions on filling return formulated by the company
Limited company, actual closing measures and any relevant compensation made in this regard
The commitment of the controlling person Ye Cheng to take measures, if such commitment is violated and given to the company, it may not be applicable
If the investors of Hai, Liao Qingqing or are willing to bear the compensation liability to Gong Ye Yuyun, Chen zhisi or the investors according to law; Ming He Ye Yuxiang
