China Securities Co.Ltd(601066)
About Kaili Catalyst & New Materials Co.Ltd(688269)
Annual report on continuous supervision in 2021
Name of Sponsor: China Securities Co.Ltd(601066) Securities Co., Ltd. name of Sponsor: Xi’an Kaili Catalyst & New Materials Co.Ltd(688269) Materials Co., Ltd
Contact: 02885534995
Name of sponsor representative: Chen Yanbin contact address: 9 / F, blocks B and E, Kaiheng Center, No. 2 chaonei street, Dongcheng District, Beijing
Contact: 01065608298
Name of sponsor representative: Guo Yao contact address: 9 / F, blocks B and E, Kaiheng Center, No. 2 chaonei street, Dongcheng District, Beijing
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) “zjxk [2021] No. 1396 document”, Kaili Catalyst & New Materials Co.Ltd(688269) (hereinafter referred to as “company” or ” Kaili Catalyst & New Materials Co.Ltd(688269) “) made an initial public offering of shares and listed on the science and Innovation Board, and publicly issued 23360000 ordinary shares (A shares) to the public, with a par value of RMB 1.00 per share. The issuing price of new shares issued by the company is 18.94 yuan / share, and the total amount of funds raised is 4424384 million yuan. After deducting the issuance cost of 418568 million yuan, the actual net amount of funds raised is 4005816 million yuan. This public offering was listed on the Shanghai Stock Exchange on June 9, 2021 China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities”) acted as the sponsor of the public offering of shares. China Securities Co.Ltd(601066) securities shall complete the continuous supervision in accordance with the measures for the administration of securities issuance and listing recommendation business. China Securities Co.Ltd(601066) securities issues this annual report on continuous supervision in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision. 1、 Continuous supervision
Work content and continuous supervision
Establish, improve and effectively implement the continuous supervision system. The recommendation institution has established, improved and effectively implemented the holding 1, formulated the corresponding continuous supervision system for the specific continuous supervision work, and formulated the corresponding work plan.
According to the relevant provisions of the CSRC, before the continuous supervision recommendation institution has signed the “continuous supervision 2” with Kaili Catalyst & New Materials Co.Ltd(688269) the agreement shall be signed with the listed company or relevant parties, which defines the continuous supervision agreement between both parties and the rights and obligations of both parties during the continuous supervision period
And report to Shanghai stock exchange for the record.
Work content and continuous supervision
Carry out continuous supervision through daily communication, regular return visit, on-site inspection, daily communication and regular or irregular three job investigation. To understand the operation of Kaili Catalyst & New Materials Co.Ltd(688269) and carry out continuous supervision on Kaili Catalyst & New Materials Co.Ltd(688269) by means of return visit
During the period of continuous supervision, if the listed company does not make a public statement on the matters of Kaili Catalyst & New Materials Co.Ltd(688269) violation of laws and regulations in 2021 during the period of continuous supervision in accordance with relevant regulations, it shall report to the Shanghai Stock Exchange before the disclosure is required to be made public by the recommendation institution in accordance with relevant regulations, and the violations declared by the Shanghai Stock Exchange
After being reviewed by the exchange, it shall be announced on the designated media.
During the period of continuous supervision, the listed company or relevant parties
In case of violation of laws and regulations, breach of commitments and other matters, it shall be spontaneous
Report to Shanghai 2021 Kaili Catalyst & New Materials Co.Ltd(688269) stock exchange within five working days from the date of discovery or should be found. The contents of the report include violations of laws and regulations or breach of commitments of listed companies
Or the relevant parties violate laws and regulations, violate commitments, etc
The specific circumstances of the matter and the supervision measures taken by the recommendation institution
Shi et al.
Supervise the listed company and its directors, supervisors and senior managers. During the continuous supervision, the recommendation institution shall supervise kailixin personnel to abide by laws, regulations and departmental rules, Shanghai Securities materials and its directors, supervisors and senior managers to abide by the business rules and other normative documents issued by 6 stock exchange, laws, regulations, departmental rules and Shanghai securities trading documents, and earnestly fulfill their commitments. The business rules and other normative documents issued by the company shall earnestly fulfill its commitments
Supervise listed companies to establish, improve and effectively implement the corporate governance recommendation institution, urge Kaili Catalyst & New Materials Co.Ltd(688269) to manage the system in accordance with relevant regulations, including but not limited to the general meeting of shareholders, the board of directors, improve and improve the corporate governance system, and strictly implement the rules of procedure of the board of supervisors and the governance system of directors, supervisors and senior managers
Code of conduct of managers, etc.
Supervise listed companies to establish, improve and effectively implement internal control. The sponsor has verified the establishment of Kaili Catalyst & New Materials Co.Ltd(688269) ‘s internal control system, including but not limited to financial management system, accounting verification, implementation and effectiveness, Kaili new accounting system and internal audit system, as well as the internal control system of raised funds and materials, related party transactions, external guarantee, external investment The effective implementation can ensure the company’s major business decisions such as standardized transportation and production transactions and control over subsidiaries
Policy procedures and rules, etc.
Supervise the company to establish, improve and effectively implement the information disclosure system
Review the information disclosure documents and other relevant documents, and the recommendation institution urges Kaili Catalyst & New Materials Co.Ltd(688269) strictly implement the information disclosure system. 9. There are sufficient reasons to believe that the listed company’s disclosure system to Shanghai Securities Exchange, review the information disclosure documents and other relevant documents, and there are no false records and misleading documents
Or material omission.
Information disclosure documents of listed companies and to the CSRC
And other documents submitted by Shanghai Stock Exchange
Prior review: for the information disclosure documents with problems, the sponsor shall timely urge the listed company to correct or supplement the information disclosure documents of Kaili Catalyst & New Materials Co.Ltd(688269) 10. After the listing has been reviewed, there is no situation that should not be corrected or supplemented to Shanghai Securities Company in time, and should be reported to Shanghai Stock Exchange in time
Stock exchange report.
The information disclosure documents of listed companies were not examined in advance
If it is read, it shall be read after the listed company performs the obligation of information disclosure
Work content and continuous supervision
Complete the review of relevant documents within five trading days
Timely supervise and urge the information disclosure documents with problems
If the listed company makes corrections or supplements, the listed company will not make corrections
Or supplement, it shall be reported to Shanghai Stock Exchange in time.
Pay attention to the listed company or its controlling shareholders, actual controllers
The directors, supervisors and senior managers were punished by the CSRC in 2021, Kaili Catalyst & New Materials Co.Ltd(688269) and its controlling shareholders, the administrative punishment of the 11th board of directors, the disciplinary action of Shanghai Stock Exchange or the fact that the controllers, directors, supervisors and senior managers were issued a regulatory concern letter by Shanghai Stock Exchange. Such matters did not occur
Supervise and improve the internal control system
To correct.
Continue to pay attention to listed companies, controlling shareholders and actual control
Performance of commitments by 12 persons, listed companies and controlling shares, non performance of commitments by Kaili Catalyst & New Materials Co.Ltd(688269) and its controlling shareholders, actual controllers and other non performance of commitments in 2021
Report to Shanghai Stock Exchange when necessary.
Pay attention to public media reports on listed companies and timely
Check market rumors. After verification, it was found that
If the municipal company has major matters that should be disclosed but not disclosed, or the information disclosed by kailixin 13 is inconsistent with the facts after verification by the recommendation institution in 2021, it shall timely urge Shangcai to report to the Shanghai Stock Exchange in a timely manner that the municipal company truthfully discloses or clarifies; Non disclosure of listed companies
If it is disclosed or clarified, it shall be reported to Shanghai Securities Exchange in a timely manner
Reported.
In case of any of the following circumstances, the recommendation institution shall urge the applicant
The municipal company shall make explanations and make corrections within a time limit, and report to Shanghai at the same time
Stock exchange reports: (I) listed companies are suspected of violating
Anti listing rules and other relevant industries of Shanghai Stock Exchange
Business rules; (II) securities service institutions and their signatories
The professional opinions issued by the 14 members may have false records, wrong year 2021, and Kaili Catalyst & New Materials Co.Ltd(688269) no violation of laws and regulations such as relevant situation leading statements or major omissions, or
His misconduct; (III) the listed company has a “sponsor”
Circumstances stipulated in articles 71 and 72 of the measures
Shape; (IV) the listed company does not cooperate with the recommendation institution for continuous
Supervision; (V) Shanghai Stock Exchange or sponsor
Other situations that the institution deems necessary to report.
Formulate a work plan for on-site inspection of listed companies, and specify
Confirm the requirements of on-site inspection and ensure on-site inspection
Quality. In case of any of the following circumstances, the listed company shall
Kaili Catalyst & New Materials Co.Ltd(688269) does not require on-site inspection of listed companies within the time limit required by the special 15 stock exchange within 15 days from the date of knowing or should know or in Shanghai 2021
Conduct special on-site inspection: (I) there are major financial risks
False suspicion;
(II) controlling shareholders, actual controllers and their affiliates
Suspected occupation of funds; (III) there may be major violations
Work content and continuous supervision
Guarantee; (IV) controlling shareholders, actual controllers and their
Related persons, directors, supervisors or senior managers involved
Suspected of encroaching on the interests of listed companies; (V) capital transactions or
The cash flow of the company is significantly abnormal; (VI) Shanghai Securities
Other circumstances required by the exchange.
16. Continue to pay attention to the performance of commitments of listed companies. In 2021, Kaili Catalyst & New Materials Co.Ltd(688269) did not fail to fulfill its commitments
2、 Problems found by the recommendation institution and the recommendation representative and their rectification
During the continuous supervision, the recommendation institution and the recommendation representative did not find any major problems in Kaili Catalyst & New Materials Co.Ltd(688269) the company.
3、 Major risk matters
During the continuous supervision period, the company’s main risks are as follows:
(I) core competitiveness risk
(1) Risks of industry technology upgrading iteration
With the development of catalyst industry technology, the expansion of application, the acceleration of technology upgrading and iteration, and the intensification of competition between different technologies, technological innovation and new product development are still the key to industry competition. Due to the scarcity and high price of precious metal resources, how to reduce the use of precious metals and ensure their use efficiency and catalytic effect has always been a research hotspot outside China. Nano rare earth and other non noble metal catalytic materials, high-performance noble metal catalytic materials, environmental friendly catalytic materials and other new catalytic materials are also the research hotspot at present. If the company can not correctly judge the development trend of technology and market, it can not correctly grasp the development trend of key technologies in the industry, the direction of new technology and new product development, and so on, which leads to the failure of the company to keep advanced technology and develop new and higher quality products. (2) Backward technology and competitor risk
The precious metal catalyst business of the company is in the industry state of full market competition, and the catalyst performance advantage is the premise to obtain the market. If the company cannot continuously improve and optimize the product performance and research and development of new products, there is a risk that the performance indicators of some catalysts will be surpassed by the same industry and lose customers and market share..
(1) Precious metal price fluctuation and high risk of capital occupation
The main raw materials of the company’s precious metal catalysts are platinum group precious metals such as palladium, platinum and rhodium. Their prices change rapidly and fluctuate greatly under the influence of the global geographical form and the economic cycle of downstream industries. Moreover, the price of platinum group metals is expensive, which usually accounts for more than 90% of the product production cost under the sales mode. The fluctuation of precious metal prices has a great impact on the product cost under the sales mode of the company. In the future, if the company cannot effectively transfer the pressure of rising raw material prices to the downstream, or cannot offset the pressure of rising costs through technological innovation, or fails to do a good job in inventory management in the process of price decline, it will have an adverse impact on the company’s operating performance. At the same time, if the market price of precious metals falls sharply, there is also an impairment risk of relevant precious metal raw materials.
(2) Risks in downstream customer areas
The company is a supplier of precious metal catalysts with technical advantages in China’s fine chemical industry. Its products and services are mainly used in medicine, pesticides, dyes, pigments and new chemical materials
