Citic Securities Company Limited(600030) about
Sichuan Road & Bridge Co.Ltd(600039) 2021 annual report on continuous supervision
Name of the sponsor: name of the sponsored company:
Citic Securities Company Limited(600030) Sichuan Road & Bridge Co.Ltd(600039)
Name of sponsor representative: Yang Bin Tel: 01060833957
Name of sponsor representative: Ji Lingling Tel.: 01060838646
With the approval of zjxk [2020] No. 2618 document of China Securities Regulatory Commission, the company privately issued 1064274779 RMB ordinary shares (A shares) on November 25, 2020, with a par value of 1 yuan per share and an issue price of 3.99 yuan per share. The total amount of funds raised was 424645636821 yuan. After deducting the issuance expenses of 2192836197 yuan, the net amount of funds raised was 422452800624 yuan.
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) ” or “company”) non-public issuance of a shares, in accordance with the measures for the administration of securities issuance and listing recommendation business of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) This continuous supervision report is issued in accordance with the relevant provisions of the guidelines for continuous supervision of listed companies of Shanghai Stock Exchange. 1、 Overview of sponsor work
In accordance with the measures for the administration of securities issuance and listing recommendation business of the CSRC and the guidelines for continuous supervision of listed companies of Shanghai Stock Exchange, Citic Securities Company Limited(600030) has continuously supervised Sichuan Road & Bridge Co.Ltd(600039) through daily email, telephone communication, regular return visit, on-site inspection and other means, paid attention to the use of raised funds, information disclosure, related party transactions, corporate governance and other aspects, and earnestly performed the relevant work of continuous supervision.
The details of continuous supervision in 2021 are as follows:
1. On site inspection
On December 1, 2021 and December 17, 2021, Citic Securities Company Limited(600030) conducted on-site inspection on Sichuan Road & Bridge Co.Ltd(600039) in 2021. The sponsor representative focused on Sichuan Road & Bridge Co.Ltd(600039) corporate governance, internal control, operation of the three sessions, information disclosure, independence, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, major foreign investment and business conditions by reading relevant documents of the company and interviewing the management of the company. Subsequently, the sponsor representative submitted Citic Securities Company Limited(600030) on-site inspection report of Sichuan Road & Bridge Co.Ltd(600039) continuous supervision in 2021 to the regulatory authority, detailing the on-site inspection.
2. Supervise the establishment, improvement and effective implementation of rules and regulations of the company
The recommendation institution and the recommendation representative have paid continuous attention to the company’s rules and regulations. At the same time, through the on-site verification of the establishment and implementation of the company’s governance and internal control system, they believe that:
(1) The largest shareholder of the company and its related parties do not occupy the company’s funds in violation of regulations;
(2) In 2021, the company was not publicly criticized by the CSRC or denounced by the stock exchange for violating information disclosure regulations and failing to perform reporting obligations;
(3) The company had no major violations of laws and regulations in 2021;
(4) There are no false records, major omissions or misleading contents in the financial and accounting documents of the company in 2021; (5) The internal structure of the company and the distribution of rights and responsibilities are reasonable; Compliance with the scope of authority, approval procedures and corresponding responsibilities of the department or post;
(6) The company has maintained effective internal control over financial reporting in all major aspects;
(7) The risk assessment and control measures implemented by the company are effective.
3. Supervise the company to establish the special account storage system of raised funds and inquire about the special account of raised funds. In order to standardize the management and use of raised funds and effectively protect the interests of investors, Sichuan Road & Bridge Co.Ltd(600039) revised and improved the measures for the management of raised funds, and made detailed provisions on the storage, use, change, management and supervision of raised funds Sichuan Road & Bridge Co.Ltd(600039) strictly manage the raised funds in accordance with the provisions of the measures for the administration of raised funds. The storage, use and management of the raised funds do not violate the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange, the measures for the administration of raised funds and other relevant provisions. The sponsor inquired about the company’s special account for raised funds, and the storage system of the special account for raised funds and the supervision agreement for raised funds can be effectively implemented.
4. Attendance at the board of directors and general meeting of shareholders of the company as nonvoting delegates
During the continuous supervision period, the recommendation institution duly attended the board of directors and shareholders’ meeting held by the company, and earnestly performed the recommendation duties.
5. Independent opinions of the recommendation institution
The recommendation institution issued the following verification opinions on the deposit and use of raised funds in Sichuan Road & Bridge Co.Ltd(600039) 2020 in April 2021:
“The sponsor Citic Securities Company Limited(600030) checked the deposit, management and actual use of the funds raised by Sichuan Road & Bridge Co.Ltd(600039) 2012, 2016 and 2020 non-public offering in 2020 and the balance of the special account for raised funds through attending important meetings, reviewing materials, communicating and interviewing, and checked the progress of the investment projects with raised funds.
Citic Securities Company Limited(600030) believes that the deposit and use of the raised funds of the issuer comply with the provisions of relevant laws and regulations such as the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange, and there is no illegal use of the raised funds. ” 2、 Sponsor’s review of information disclosure of listed companies
The sponsor reviewed the information disclosure documents of the company 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 released various public notices in accordance with the law, so as 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
The company does not have the following matters that should be reported to the CSRC as stipulated in the measures for the administration of securities issuance and listing recommendation business:
(1) More than 50% of the assets or main business of the listed company have been restructured within 12 months from the date of public issuance of new shares, and have not been disclosed in the securities issuance and offering documents;
(2) Related party transactions are obviously unfair or procedural violations, involving a large amount;
(3) The controlling shareholder, actual controller or other related parties illegally occupy the issuer’s resources, involving a large amount;
(4) Illegal purchase or sale of assets, loans, entrusted asset management, etc., involving a large amount;
(5) Directors, supervisors and senior managers who encroach on the interests of the issuer are subject to administrative punishment or criminal responsibility;
(6) Violating relevant laws and regulations such as the standardized operation and information disclosure of listed companies, and the circumstances are serious;
(7) There are false records, misleading statements or major omissions in the information disclosure documents during the continuous supervision.
The company does not have the following matters that should be reported to Shanghai stock exchange according to the relevant rules of Shanghai Stock Exchange:
(1) The listed company is suspected of violating the listing rules and other relevant business rules of Shanghai Stock Exchange;
(2) The professional opinions issued by the securities service institution and its signatories may be in violation of laws and regulations or other improper situations, such as false records, misleading statements or major omissions;
(3) The listed company fails to correct or supplement the existing information disclosure documents;
(4) The listed company fails to disclose or clarify the major matters that should be disclosed but not disclosed or the information disclosed is inconsistent with the facts;
(5) The listed company, the controlling shareholder and the actual controller fail to fulfill their commitments;
(6) Listed companies do not cooperate with the sponsor’s continuous supervision.
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) on Sichuan Road & Bridge Co.Ltd(600039) 2021 annual report on continuous supervision)
Signature of sponsor representative:
Yang Bin, Ji Lingling
