Western Securities Co.Ltd(002673) report on continuous supervision and tracking of Hunan Warrant Pharmaceutical Co.Ltd(688799) 2021
According to the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, Western Securities Co.Ltd(002673) (hereinafter referred to as the "recommendation institution") is responsible for the continuous supervision of Hunan Warrant Pharmaceutical Co.Ltd(688799) (hereinafter referred to as the " Hunan Warrant Pharmaceutical Co.Ltd(688799) " and "company") after Hunan Warrant Pharmaceutical Co.Ltd(688799) listing, and issues the annual follow-up report of continuous supervision.
1、 Continuous supervision
No. work content and continuous supervision
Establish, improve and effectively implement the continuous supervision system, formulate the corresponding work plan for the continuous supervision work that the sponsor has established, improved and effectively implemented, implement the continuous supervision system, and formulate the corresponding work plan
According to the relevant provisions of the CSRC, before the continuous supervision work begins, the recommendation institution has signed the continuous supervision agreement and recommendation agreement with the listed company or relevant parties before signing the guarantee 2 with Hunan Warrant Pharmaceutical Co.Ltd(688799) Hunan Warrant Pharmaceutical Co.Ltd(688799) . The agreement defines the rights and obligations of both parties during the continuous supervision period, and reports the rights and obligations of both parties during the continuous supervision period to Shanghai Securities Regulatory Commission, Report to Shanghai stock exchange for filing
The sponsor carries out continuous supervision through daily communication, regular or 3 through daily communication, regular return visit, on-site inspection, due diligence and other irregular return visit and on-site inspection, understands Hunan Warrant Pharmaceutical Co.Ltd(688799) business conditions, and carries out continuous supervision on Warner pharmaceutical factory
During the period of continuous supervision, if a listed company makes a public statement on the violations of laws and regulations of Hunan Warrant Pharmaceutical Co.Ltd(688799) in 2021 in accordance with the relevant provisions, it shall make a public statement to the Shanghai Stock Exchange before disclosure. During the period of Shanghai Stock Exchange, there is no violation of laws and regulations that needs to be reported by the sponsor according to the relevant provisions and made a public statement on the designated media after being reviewed by the Shanghai Stock Exchange
During the period of continuous supervision, the listed company or relevant parties violate laws and regulations
In case of violation of regulations, commitments and other matters, it shall report to Shanghai Stock Exchange within five working days from the date of discovery or should be found in 2021 Hunan Warrant Pharmaceutical Co.Ltd(688799) continuous supervision. There is no violation of laws, regulations or commitments during the reporting period, including violation of laws, regulations and commitments by listed companies or relevant parties
The specific situation of the promise and other matters, the supervision measures taken by the sponsor, etc
During the period of continuous supervision, the recommendation institution shall supervise and supervise the listed company and its directors, supervisors and senior managers to abide by Hunan Warrant Pharmaceutical Co.Ltd(688799) and its directors, supervisors and senior 6 laws, regulations and departmental rules, as well as the laws, regulations, departmental rules and other normative documents issued by Shanghai stock exchange, And earnestly fulfill the rules made by it, the business rules and other normative documents issued by Shanghai Stock Exchange, and earnestly fulfill the commitments made by it
The recommendation institution urges Hunan Warrant Pharmaceutical Co.Ltd(688799) to supervise the listed companies to establish, improve and effectively implement the corporate governance system in accordance with the relevant regulations, 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 strictly implement the corporate governance system, supervise and guide the behavior norms of directors, supervisors and senior managers Senior management compliance with code of conduct
Supervise the listed companies to establish, improve and effectively implement the internal control system, including the sponsor's internal control over Hunan Warrant Pharmaceutical Co.Ltd(688799) 8 but not limited to the design, implementation and effectiveness of financial management system, accounting system and internal audit, as well as the use of raised funds, related transactions, external guarantee and verification. The internal control system of Hunan Warrant Pharmaceutical Co.Ltd(688799) '
Foreign investment, derivatives trading, control of subsidiaries and other major enterprises have been required by relevant laws and regulations and have been provided with procedures and rules for effective operation decision-making, which can ensure the standardized operation of the company
Supervise the listed companies to establish, improve and effectively implement the information disclosure system, and the recommendation institution urges Hunan Warrant Pharmaceutical Co.Ltd(688799) to strictly implement and review the information disclosure documents and other relevant documents, and have sufficient reasons to implement the information disclosure system, review the information disclosure, and make sure that there are no documents and other relevant documents submitted by the listed companies to Shanghai Stock Exchange
False records, misleading statements or material omissions
Information disclosure documents of listed companies and to the CSRC and Shanghai
Other documents submitted by the stock exchange shall be reviewed in advance and the existing problems shall be solved
Timely urge the company to correct or supplement the information disclosure documents of problems
If the company fails to make corrections or supplements, it shall timely report the information of Hunan Warrant Pharmaceutical Co.Ltd(688799) to the Shanghai Securities Exchange recommendation institution; If the information disclosure documents of the listed company are not reviewed in advance, and there is no need for timely review, the review of relevant documents shall be completed within five days after the listed company performs the information disclosure obligations and reports to the Shanghai Stock Exchange
The information disclosure documents shall timely urge the listed company to correct or supplement,
If the listed company does not make corrections or supplements in time, it shall submit them to the Shanghai listed company
Yi Suo Report
Pay attention to the listed company or its controlling shareholders, actual controllers, directors
Supervisors and senior managers are subject to administrative punishment by the CSRC, disciplinary actions of Hunan Warrant Pharmaceutical Co.Ltd(688799) and its controlling shares of 11hai stock exchange in the last 2021 year, or being sent out of the Shanghai Stock Exchange, actual controllers, directors, supervisors and letters of regulatory concern, and urge them to improve the internal control system. Senior managers do not have such matters, and take measures to correct them
Continue to pay attention to the performance of listed companies, controlling shareholders and actual controllers in 2021, Hunan Warrant Pharmaceutical Co.Ltd(688799) and its controlling shares 12 commitments. If the listed companies, controlling shareholders, actual controllers and other shareholders and actual controllers do not fail to fulfill their commitments, they shall timely report the commitments to Shanghai Stock Exchange
Pay attention to the reports of public media on listed companies and timely target the market
Rumor check.
After verification, it is found that the listed company has major matters that should be disclosed in 2021. After verification by the recommendation institution, if it does not 13 disclose or the information disclosed is inconsistent with the facts, it shall timely urge the listed company to truthfully disclose or clarify them to the Shanghai Stock Exchange; Information reported by listed companies
If it is not disclosed or clarified, it shall be reported to Shanghai Stock Exchange in time
In case of any of the following circumstances, urge the listed company to make explanations and limit
(I) report to Shanghai Stock Exchange at the same time
Violating the listing rules and other relevant business rules; (II) securities service
The professional opinions issued by the financial institution and its signatories may be false in 2021, and Hunan Warrant Pharmaceutical Co.Ltd(688799) there are no violations or situations such as the above 14 false records, misleading statements or major omissions
Other improper circumstances; (III) the company appears in Article 7 of the recommendation measures
11. The circumstances stipulated in Article 72; (IV) the company is not equipped with
Continuous supervision of the project; (V) Shanghai Stock Exchange or sponsor
Other situations deemed necessary to be reported
Formulate the on-site inspection plan for listed companies and clarify the on-site inspection
Check the work requirements and ensure the quality of on-site inspection. Listed companies out
Under any of the following circumstances, the recommendation institution and the recommendation representative shall
Special on-site verification shall be carried out within 15 days from the date of knowing or should know
Investigation: (I) suspected of major financial fraud; (II) in 2021, Hunan Warrant Pharmaceutical Co.Ltd(688799) there was no need for special on-site inspection by 15 shareholders, actual controllers, directors, supervisors or senior managers
Suspected of encroaching on the interests of listed companies; (III) there may be major violations
protect; (IV) there are significant abnormalities in capital transactions or cash flows; (Ⅴ)
The Shanghai Stock Exchange or the recommendation institution believes that on-site inspection should be carried out
Other matters to be verified
2、 The problems and rectification found by the recommendation institution and the recommendation representative are not.
3、 Major risk matters
The main risk factors faced by the company are as follows:
(I) core competitiveness risk
1. Risk of loss of core technical personnel
Talent is the core resource of the company, and the R & D team is an important foundation for the company's continuous innovation and subsequent R & D. A stable and high-quality technical talent team is an important guarantee to maintain the company's core competitiveness. As of December 31, 2021, the company has 282 R & D and technical personnel, accounting for 29.41% of the total number of employees. If the company cannot maintain the stability of the R & D technical personnel team and continuously attract excellent technicians, the company may not be able to maintain its technical competitive advantage. If the company has the loss of core technicians in the future, it will have an adverse impact on the company's normal operation, R & D progress, market competitiveness and future development.
2. Risk of core technology disclosure
As a high-tech enterprise, the company has mastered a series of core technologies, such as the leakage of core technologies, which will bring certain business risks to the company. In the future, if the company's confidentiality system is not effectively implemented, or the company's core technology is leaked due to gross negligence, malicious collusion, fraud and other acts, it will pose risks to the company's core competitiveness and bring direct or indirect economic losses to the company.
3. Risks of new drug development
The R & D of generic drugs and improved new drugs generally needs to go through preliminary demonstration research, laboratory research, pilot production research, clinical trial, registration application and other links. If successful, the cycle from project approval to registration approval of a generic drug is generally about 4-5 years, and the registration success rate of generic drugs in China is lower than that in Europe and the United States; The reality of long investment cycle and high investment risk can not be ignored. If it is an innovative drug, its R & D content is more, the capital consumption is greater, the R & D cycle is longer, the uncertainty of test results is higher, and the investment risk exposure is greater. In addition, the success of product registration does not mean the success of the market. Therefore, facing the high investment, long cycle and uncertainty of new drug R & D, the company has a great impact on the sustainable growth of future business performance.
(II) operational risk
1. Risk of product quality control
Quality is the core lifeline of the enterprise. Due to the long product line of the company, the complexity of production processes of various products is different, and it is difficult to avoid deviation in production process control, the pressure of risk control always exists: for example, the difference between batches of raw and auxiliary materials purchased by the company, the influence of consistency control of production personnel, equipment and environment, and some accidental factors in the process of drug storage and transportation may bring risks to product quality, It may bring the risk of being punished by the regulatory authorities, damage the company's market reputation, and then have a significant adverse impact on the company's continuous operation.
2. Dealer management risk
In terms of sales, the company adopts the combination of distributors, chain direct supply and distributors, and the sales scope covers most provinces, autonomous regions and municipalities directly under the central government. The further expansion of the company's production and marketing scale and the gradual expansion of the marketing network put forward higher requirements for the daily management and risk control of dealers. In case of poor management, violation of laws and regulations, disputes with the company and termination of cooperation, the distributor may have a negative impact on the company's product sales and marketing.
3. Risk of cancellation or non renewal of pharmaceutical industry license
According to the provisions of relevant laws and regulations, the production and operation activities of pharmaceutical enterprises need to apply to relevant government departments and obtain many licenses and licenses, mainly including drug production license, drug registration approval, etc. When the validity of such certificates expires, the company needs to accept the reassessment of relevant departments to extend the validity of such certificates. If the company fails to continuously meet the corresponding conditions for renewal of administrative license during the inspection or evaluation, it cannot renew the new license or update the registration in time when the validity period of relevant licenses and approvals expires, or it cannot obtain the re registration approval of products within the specified time
