Citic Securities Company Limited(600030)
About Changchun Engley Automobile Industry Co.Ltd(601279)
2021 continuous supervision report
Name of Sponsor: Citic Securities Company Limited(600030) sponsor company abbreviation: Changchun Changchun Engley Automobile Industry Co.Ltd(601279) Industry Co., Ltd
Name of sponsor representative: Li Yanmei Tel: 01060833081
Name of sponsor representative: Huang Xinyan Tel: 01060833016
With the approval of the reply on the approval of Changchun Engley Automobile Industry Co.Ltd(601279) initial public offering of shares (zjxk [2021] No. 277) issued by China Securities Regulatory Commission, Changchun Engley Automobile Industry Co.Ltd(601279) initial public offering of RMB common shares (A shares) 149425316 shares, with a par value of RMB 1.00 per share, an issue price of RMB 2.07 per share and a total raised capital of RMB 309310400, The net amount of raised funds after deducting the issuance expenses of RMB Yunnan Chihong Zinc & Germanium Co.Ltd(600497) million is RMB 2492607 million. PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) verified the capital availability of the company's initial public offering of new shares, and issued the "PwC Zhongtian Yan Zi (2021) No. 0385" capital verification report on April 9, 2021 Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ") serves as the sponsor of Changchun Engley Automobile Industry Co.Ltd(601279) initial public offering and listing, and is responsible for the continuous supervision of Changchun Engley Automobile Industry Co.Ltd(601279) until December 31, 2023.
Citic Securities Company Limited(600030) as the sponsor of the company's continuous supervision, the company issued the continuous supervision report of 2021 in accordance with the requirements of relevant regulations and normative documents such as the administrative measures for securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies of Shanghai Stock exchange and so on. 1、 Continuous supervision
No. project work content
The recommendation institution has established, improved and effectively implemented 1. It has established, improved and effectively implemented the continuous supervision system, formulated the corresponding work plan according to the specific continuous supervision work of the company, and formulated the corresponding work plan according to the specific situation of the company
No. project work content
The sponsor has signed the continuous supervision agreement with the listed company or relevant parties before Changchun Yingli Automobile Industry Co., Ltd. (as the issuer before the continuous supervision starts according to the relevant provisions of the CSRC) and Citic Securities Company Limited(600030) Co., Ltd. 2, and the company (as the sponsor and lead underwriter) The underwriting and recommendation agreement that defines the rights and obligations of both parties during the continuous supervision period and reports to Shanghai stock exchange for filing and listing (A shares) in the initial public offering of RMB common shares, which has defined the rights and obligations of both parties during the continuous supervision period
Review the company's daily due diligence report and communicate with the company's representatives regularly before 2021 and 2023, In December 2021, the company conducted on-site inspection and verified the operation of the company's three sessions, the use of raised funds, major investments, related party transactions, external guarantees and other matters
During the period of continuous supervision, if the listed company makes a public statement on the violation of laws and regulations of Changchun Engley Automobile Industry Co.Ltd(601279) in accordance with the relevant provisions and the verified Changchun Engley Automobile Industry Co.Ltd(601279) relevant materials of Changchun Engley Automobile Industry Co.Ltd(601279) in accordance with the relevant provisions, it shall report to the Shanghai Stock Exchange before the disclosure. During the period of supervision, there are no violations of laws and regulations of the company that need to be reported to the public exchange and make a statement in the designated media after being reviewed by the Shanghai Stock Exchange
On body announcement
During the period of continuous supervision, the listed company or relevant parties violate the law
In case of violation of rules and commitments, it shall report to the Shanghai Stock Exchange within five working days from the date of discovery or should be found during the continuous supervision, Changchun Engley Automobile Industry Co.Ltd(601279) and relevant 5, and report that the parties have no violation of laws and regulations, and the contents of the report include the violation of laws and commitments by the listed company or relevant parties
The specific circumstances of regulations, breach of commitments and other matters, and the measures taken by the sponsor
Supervision measures, etc
Supervise the listed company and its directors, supervisors and senior managers to comply with the relevant laws, regulations, departmental rules and the relevant business rules and other normative documents issued by the Shanghai stock exchange during the continuous supervision period, Changchun Engley Automobile Industry Co.Ltd(601279) and its directors 6 abide by the relevant laws and regulations and the commitments made
Supervised listed companies to establish, improve and effectively implement the corporate governance system, and verified that Changchun Engley Automobile Industry Co.Ltd(601279) implemented the rules of procedure of the company Chapter 7, including but not limited to the rules of procedure of the general meeting of shareholders, the agenda of the board of directors and the board of supervisors, the rules of procedure of the third board of directors and other relevant systems, as well as the performance of the rules of conduct of directors, supervisors and senior managers, which met the requirements of relevant laws and regulations
Supervise the listed companies to establish, improve and effectively implement the internal control system, including the continuous attention and verification of Yingli including but not limited to the implementation of financial management system, accounting system and internal automobile internal control management system and 8 audit system, as well as the use of raised funds, related party transactions and external effectiveness, guarantee, foreign investment, derivative transactions Control of subsidiaries: these internal control systems comply with the procedures and rules of major business decisions such as the requirements of relevant laws and regulations, and have been effectively implemented, which can ensure the public
No. project work content
Standardized operation of the company
Supervise the listed companies to establish, improve and effectively implement the information disclosure system for 9 degrees, review the information disclosure documents and other relevant documents, and see "II. The sponsor's review of the information disclosure submitted by the listed companies to the Shanghai stock exchange for reasons that the listed companies are convinced of"
There are no false records, misleading statements or major omissions in the document
Information disclosure documents of listed companies and reports to the CSRC and the
Other documents submitted by Shanghai Stock Exchange shall be reviewed in advance. For details, see "II. The sponsor shall timely supervise and urge the review of information disclosure of listed companies for the information disclosure documents with problems of listed companies"
If it is corrected or supplemented, but the listed company does not correct or supplement it,
It shall report to Shanghai Stock Exchange in time
Failing to review the information disclosure documents of the listed company in advance,
The review of relevant documents shall be completed within five trading days 11 after the listed company performs its obligation of information disclosure. For the existing problems, see "II. The sponsor shall timely urge the listed company to correct or supplement the information disclosure documents of the listed company, and the review of information disclosure"
If the listed company does not make corrections or supplements, it shall report to Shanghai Securities in a timely manner
Exchange 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. After verification, during the period of continuous supervision Changchun Engley Automobile Industry Co.Ltd(601279) 12, they are disciplined by the Shanghai Stock Exchange or are not subject to such circumstances by the Shanghai Stock Exchange
And supervise and urge them to improve their internal control
System and take measures to correct it
Continue to pay attention to the performance of listed companies, controlling shareholders and actual controllers, and check the commitments of Changchun Engley Automobile Industry Co.Ltd(601279) controlling shareholders and actual controllers, as well as the commitments of listed companies, controlling shareholders and actual controllers. If it is not found that the listed companies, controlling shareholders and actual controllers have not fulfilled their commitments, they shall timely report to Shanghai stock exchange for breach of commitments
report
Pay attention to the reports of public media on listed companies, and timely check the rumors about the market that the municipal sponsor continues to pay attention to public media.
The information that should be disclosed by the listed company is not consistent with the facts that should be disclosed or the information that should not be disclosed by the listed company is not disclosed in a timely manner; If the listed company does not disclose or clarify, it shall report the inconsistency to Shanghai in time
Stock exchange report
If one of the following circumstances is found, the sponsor shall urge the listed company to do so
Issue an explanation and make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time:
(I) the listed company is suspected of violating the relevant business rules of Shanghai stock exchange during the period of Changchun Engley Automobile Industry Co.Ltd(601279) 15 after verification and continuous supervision; (II) no such matters have occurred at the securities service machine
The professional opinions issued by the organization and its signatories may be false
Records, misleading statements or major omissions and other violations of laws and regulations; or
Other improper circumstances; (III) listed companies have securities issuance
No. project work content
Articles 71 and 72 of the measures for the administration of listing recommendation business
Circumstances specified in article; (IV) listed companies do not cooperate with sponsors to hold
Continued supervision; (V) subscription by Shanghai Stock Exchange or sponsor
Other situations that need to be reported
The sponsor has formulated the on-site inspection work plan 16, formulated the on-site inspection work plan for listed companies, defined the on-site plan, defined the on-site inspection work requirements and inspection work requirements, ensured the on-site inspection quality, and conducted the on-site inspection on Changchun Engley Automobile Industry Co.Ltd(601279) in December 2021
If a listed company is under any of the following circumstances, it shall know or should
Within 15 days from the date of knowing or as required by Shanghai Stock Exchange
Special on-site inspection of listed companies within the time limit: (I)
Non operating shares of controlling shareholders, actual controllers or other related parties
17. Use the funds of listed companies; (II) providing guarantee for others in violation of regulations; After verification, during the continuous supervision, Changchun Engley Automobile Industry Co.Ltd(601279) (III) used the raised funds in violation of regulations; (IV) no such matters have occurred in securities trading in violation of regulations (note)
Investment and hedging business; (V) related party transactions are obviously unfair
Permit or fail to perform the approval procedures and information disclosure obligations; (VI) industry
Performance loss or operating profit decreased by more than 50% over the same period of last year;
(VII) other circumstances required by Shanghai Stock Exchange
The funds raised by the company's initial public offering of shares 18 continue to pay attention to the use of the funds raised by the issuer and the actual use of some investment projects. As of December 31, 2021 and other commitments, the company's special account for raising funds has remained balance
