China Merchants Securities Co.Ltd(600999)
About Shanghai Putailai New Energy Technology Co.Ltd(603659)
Annual report on continuous supervision in 2021
Name of Sponsor: China Merchants Securities Co.Ltd(600999)
Securities code of the sponsored company: Shanghai Putailai New Energy Technology Co.Ltd(603659) SH
Securities abbreviation: Shanghai Putailai New Energy Technology Co.Ltd(603659)
Name: Han Fenquan
Sponsor representative: Contact: 01050838968
Contact address: 16th floor, building 3, yard 1, Yuetan South Street, Xicheng District, Beijing
Name: lanli Bing
Sponsor representative: Contact: 075583081332
Contact address: 26th floor, China Merchants Securities Building, No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen, Guangdong Province
With the approval of the reply on the approval of Shanghai Putailai New Energy Technology Co.Ltd(603659) non-public Development Bank shares (zjxk [2020] No. 2226) by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Shanghai Putailai New Energy Technology Co.Ltd(603659) (hereinafter referred to as ” Shanghai Putailai New Energy Technology Co.Ltd(603659) “, “listed company” and “company”) issued 50706791 RMB common shares (A shares) to 20 objects by means of non-public offering, The issue price is RMB 90.55 per share, and the total amount of funds raised is RMB 459149992505. After deducting the issuance expenses of RMB 450355036 (excluding tax), the actual net amount of funds raised is RMB 458699637469. The raised funds have been in place on November 25, 2020. The above raised funds have been verified by the capital verification report (anyong Huaming (2020) Yan Zi No. 61453494b03) issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) on November 25, 2020.
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “sponsor”) has inherited the continuous supervision of the company’s previous public offering of convertible bonds since the company disclosed the announcement on changing the sponsor and sponsor representative on April 30, 2020. On December 4, 2020, after the registration of this non-public offering of A-Shares was completed in Shanghai Branch of China Securities Depository and Clearing Co., Ltd., as the sponsor of this non-public offering, continue to perform the obligation of continuous supervision. Shanghai Putailai New Energy Technology Co.Ltd(603659) has been continuously supervised in accordance with the requirements of relevant laws and regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, The report on continuous supervision in 2021 is as follows:
1、 China Merchants Securities Co.Ltd(600999) continuous supervision
China Merchants Securities Co.Ltd(600999) as the lead underwriter and sponsor of Shanghai Putailai New Energy Technology Co.Ltd(603659) this non-public offering, determined the content and focus of continuous supervision according to the specific situation of Shanghai Putailai New Energy Technology Co.Ltd(603659) and carried out daily continuous supervision on Shanghai Putailai New Energy Technology Co.Ltd(603659) through daily communication, regular return visit, due diligence and other means, and carried out the following related work:
No. implementation of work content
China Merchants Securities Co.Ltd(600999) has established, improved and effectively implemented the continuous supervision system, and formulated the corresponding work plan for the continuous supervision work with the implementation of the continuous supervision system. The corresponding work plan has been formulated according to the specific situation of the company
According to the relevant provisions of the CSRC, before China Merchants Securities Co.Ltd(600999) has signed guarantee 2 with Shanghai Putailai New Energy Technology Co.Ltd(603659) and Shanghai Putailai New Energy Technology Co.Ltd(603659) at the beginning of the continuous supervision work, sign the continuous supervision agreement and recommendation agreement with the listed company or relevant parties. The agreement has clarified the rights and obligations of both parties during the continuous supervision period, and reported to the Shanghai Securities Exchange for the record
During the continuous supervision period, China Merchants Securities Co.Ltd(600999) carried out continuous supervision on listed companies by means of daily communication, regular return visit, on-site inspection, due diligence and other regular return visits, on-site inspection, etc, The on-site inspection of Shanghai Putailai New Energy Technology Co.Ltd(603659) was conducted from December 29 to 31, 2021
During the period of continuous supervision, the listed company shall be punished for violation of laws and regulations in accordance with relevant regulations
4. If any matter is publicly announced, it shall be reported to Shanghai Stock Exchange before disclosure. During the period of continuous supervision in 2021, the company has no violations on the designated media after being reviewed by Shanghai Stock Exchange
Notice
During the period of continuous supervision, if the listed company or relevant parties violate laws and regulations, violate commitments and other matters during the period of continuous supervision in 2021, they shall report the violation of commitments and other matters to Shanghai Stock Exchange within five working days from the date when they are found or should be found or the relevant parties have no laws and regulations
Supervise the listed company and its directors, supervisors and senior managers to comply with the company’s 6 laws, regulations, departmental rules, business rules and other normative documents issued by the Shanghai Stock Exchange on the absence of violations of laws and regulations by the industry and relevant personnel during the continuous supervision period in 2021, and earnestly fulfill their commitments and commitments
Supervise listed companies to establish, improve and effectively implement the corporate governance system, and urge the company to strictly implement the corporate governance 7, including but not limited to the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors
And the code of conduct of directors, supervisors and senior managers
Supervise listed companies to establish, improve and effectively implement internal control system, including urging companies to strictly implement internal control 8 but not limited to financial management system, accounting system and internal audit system
System, as well as the use of raised funds, related party transactions, external guarantees
Foreign investment, derivatives trading, control of subsidiaries and other major economic
Procedures and rules for business decision-making, etc
During the review period of 2029, the listed company did not continuously disclose the material statements, omissions or other misleading information contained in the supervision documents of the listed company, and was convinced that there were insufficient reasons for the disclosure of material statements or other misleading information to the Shanghai stock exchange during the establishment of the supervision documents of the listed company in 2029
Review the information disclosure documents of listed companies and other documents submitted to the CSRC, Shanghai China Merchants Securities Co.Ltd(600999) on the company’s information disclosure stock exchange in advance, and timely urge the listed companies to correct or supplement the documents and information disclosure documents with 10 problems to the CSRC and Shanghai Stock Exchange, if the listed companies do not correct or supplement the other documents submitted by the stock exchange, It shall be reviewed in advance in time; If the company fails to review the report before entering the Shanghai Stock Exchange, or fails to review the information disclosure documents of the listed company in advance, the review of the documents shall be completed within five trading days after the company performs the information disclosure obligations, and within five trading days after the listed company performs the information disclosure obligations.
11. Review of relevant documents and disclosure of problematic information. During the continuous supervision in 2021, the company’s documents shall timely urge the listed company to correct or supplement. If the listed company does not have such matters that should be corrected or supplemented to the Shanghai Stock Exchange, it shall timely report to the Shanghai Stock Exchange
Pay attention to the listed company or its controlling shareholders, actual controllers, directors
Supervisors and senior managers have been subject to administrative punishment by the CSRC, and have not been subject to disciplinary punishment by the company’s 12 Shanghai stock exchange during the period of continuous supervision, or have been released by the Shanghai Stock Exchange
Have the supervision notice, and urge them to improve the internal control system
And take measures to correct it
Continue to pay attention to the performance of 13 commitments of the company during the continuous supervision period of 2021 by listed companies, controlling shareholders and actual controllers. If the listed companies, controlling shareholders, actual controllers, controlling shareholders and actual controllers fail to fulfill their commitments, they shall timely report to Shanghai Stock Exchange. There is no event that should be reported to Shanghai Stock Exchange
Pay attention to the reports of public media on listed companies and timely target the market
Rumor check. If it is found after verification that the listed company has major matters that should be disclosed 14 but not disclosed, or the information disclosed is inconsistent with the facts, the company shall timely urge the listed company to truthfully disclose or clarify during the continuous supervision in 2021; The listed company does not have such matters
If the company does not disclose or clarify, it shall report to Shanghai Stock Exchange in time
Sue
If one of the following circumstances is found, the sponsor shall urge the listed company to make a decision
Explain and correct within a time limit, and report to Shanghai Stock Exchange:
(I) the listed company is suspected of violating the listing rules and other Shanghai Securities
Relevant business rules of the exchange; (II) the professional opinions issued by the securities service institution and its 15 signatories may have false records and misleading. During the continuous supervision in 2021, the company’s statements, major omissions and other illegal or improper situations; No such event occurred
(III) listed companies appear in articles 71 and 71 of the recommendation measures
Circumstances stipulated in Article 72; (IV) listed companies do not cooperate with sponsors
Continuous supervision of personnel; (V) Shanghai Stock Exchange or sponsor
Other situations deemed necessary to be reported
Formulate the on-site inspection work plan for listed companies, clarify the on-site inspection China Merchants Securities Co.Ltd(600999) has formulated the on-site inspection work requirements, the relevant work plan to ensure the on-site inspection work quality, and clarify the on-site inspection work requirements to ensure
Ensure the quality of on-site inspection
A listed company shall know or should know of any of the following circumstances:
Within 15 days from the date of the announcement or within the time limit required by the Shanghai Stock Exchange
Special on-site inspection of listed companies: (I) holding shares
East, actual controller or other related parties occupy the listed company for non operating purposes
17. Division funds; (II) providing guarantee for others in violation of regulations; (III) illegal use of raised funds by the company during the continuous supervision in 2021; (IV) securities investment and hedging in violation of regulations, and no such matters occur
Business, etc; (V) related party transactions are obviously unfair or fail to fulfill the approval process
Order and information disclosure obligations; (VI) loss of performance or operating profit
The profit decreased by more than 50% over the same period of last year; (VII) Shanghai Securities Exchange
Other circumstances required
Regularly and irregularly check the bank statement of the special account for raised funds, the company’s continuous attention to the special account storage of the company’s raised funds, the statement of the use of the actually raised funds of investment projects, and the commitment of the company to implement the special account storage of the raised funds in accordance with the measures for the management of raised funds, The use of raised funds complies with relevant laws and regulations
