Guosen Securities Co.Ltd(002736) annual report on continuous supervision in Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021
Name of recommendation institution: Guosen Securities Co.Ltd(002736) abbreviation of the recommended company: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Name of sponsor representative: Xia Xiang Tel: 057185115307
Name of sponsor representative: Jin Jun Tel.: 057185115307
In accordance with the provisions of relevant laws and regulations such as the securities law, the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as a sponsor of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as ” Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) ,” company “or” issuer “) publicly issuing convertible corporate bonds, continuously supervised Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) from June 9, 2020 to December 31, 2021. The continuous supervision work in 2021 is summarized as follows:
1、 Overview of continuous supervision
Project work content
1. Review of information disclosure of the company
(1) Whether the company’s information disclosure documents are reviewed in time
(2) The number of times that the company’s information disclosure documents are not reviewed in time is not applicable Supervise the company’s establishment, improvement and effective implementation of rules and regulations (1) whether to supervise the company to establish and improve rules and regulations (including supervising the company to continue to improve the internal control system during the continuous supervision period, but not limited to the system to prevent related parties from occupying the company’s resources. The company has established the management system of related party transactions, the management system of raised funds, internal control system and internal audit system Foreign guarantee management system (grade, related party transaction system)
(2) Whether the company has effectively implemented the relevant rules and regulations. During the continuous supervision period, the relevant rules and regulations of the company have been effectively implemented
3. Supervision of raised funds
(1) Query the company’s special account for raised funds twice
(2) Whether the progress of the company’s fund-raising projects is consistent with the information disclosure documents during the continuous supervision period
4. Corporate governance supervision
(1) During the continuous supervision of the number of times of attending the company’s general meeting of shareholders as nonvoting delegates, the recommendation agency established a continuous supervision group headed by the recommendation representative, and the company held a total of shareholders’ meetings
At one general meeting, the sponsor representative or members of the continuous steering group did not attend the general meeting of shareholders as nonvoting delegates, and the sponsor representatives at all previous meetings reviewed the contents of the proposal in advance
During the period of continuous supervision, the recommendation institution established a continuous supervision group headed by the recommendation representative. The company held a total of 10 meetings of the board of directors as nonvoting delegates, and the recommendation representative or members of the continuous supervision group attended the board of directors once as nonvoting delegates (including means of communication), The sponsor representatives of all previous meetings reviewed the contents of the proposal in advance
(3) During the continuous supervision period, the company held 5 meetings of the board of supervisors, and the continuous supervision group of the sponsor did not attend the board of supervisors
5. On site inspection
(1) Number of on-site inspections: 1
Yes, the recommendation institution has issued the on-site inspection report of Guosen Securities Co.Ltd(002736) Co., Ltd. on whether the on-site inspection report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2020 (2) is submitted in accordance with the provisions of the exchange, The on-site inspection report shall be submitted to Shanghai stock exchange for filing within 5 working days after the on-site inspection
(3) Main problems found in on-site inspection and rectification are not applicable. 6. Independent opinions
(1) 3 times of independent opinions
(2) Issues involved in issuing non consenting opinions and no conclusion 7. Report to the exchange (except the on-site inspection report)
(1) No number of reports to the exchange
(2) The main contents of the report are not applicable
(3) The progress or rectification of the reported matters is not applicable
8. Pay attention to the performance of duties
(1) Whether there are matters needing attention none
(2) The main contents of the concerns are not applicable
(3) The progress or rectification of concerns is not applicable
9. Whether the records and custody of the working papers of the recommendation business are in compliance with the regulations is 10. Training for listed companies
(1) Times of training 1 time
(2) Training date: December 6, 2021
The company’s standardized operation and governance, the management and use of raised funds, (3) the main contents of the training include the provisions on the reduction of shares by shareholders of listed companies, directors, supervisors and senior executives, the compliance of information disclosure, key points of internal control, etc
11. Other sponsor work that needs to be explained none
2、 Problems found by the sponsor and measures taken
Problems existing in the project and measures taken
1. Information disclosure is not applicable
2. The establishment and implementation of the company’s internal system are all applicable
3. The operation of the “three sessions” is applicable
4. Changes in controlling shareholders and actual controllers are applicable
5. The deposit and use of raised funds are applicable
6. Related party transactions are not applicable
7. All external guarantees are applicable
8. All foreign investments are applicable
9. No change in equity is not applicable
10. Acquisition and sale of assets are not applicable
11. Other business categories and important matters (including foreign investment, venture capital, all applicable entrusted financial management, financial assistance, hedging, etc.)
12. The cooperation of the issuer or its intermediary institutions with the recommendation work is applicable
13. Others (including major changes in business environment, business development, financial status, management status, core technology, etc.)
3、 Performance of commitments of the company and shareholders
Whether the commitments of the company and shareholders are fulfilled in time and strictly. Reasons for non fulfillment of commitments and Solutions
Share lock-in and reduction commitments are not applicable
The commitment to avoid horizontal competition is not applicable
It is not applicable to regulate capital transaction commitments
The commitment to stabilize the company’s share price is not applicable
The commitment that the prospectus is true, accurate and complete is not applicable
The commitment to fill diluted immediate returns is not applicable
Breach of faith remedy commitment is not applicable
Commitments on social security and provident fund are not applicable
The commitment to reduce and regulate related party transactions is not applicable
The approval document for the registration of health food completed by Wuyi fungal Research Institute is not applicable [note]
Commitment to transfer and cancellation of Wuyi County Institute of fungi
Note: this commitment is still in the process of implementation.
4、 Other matters
Description of report items
1. Change of sponsor representative and its reasons none
2. During the reporting period, the CSRC and the bourse took regulatory measures against the recommendation institution or its recommended company and their rectification
3. Other major matters to be reported none
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(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) on Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 annual report on continuous supervision)
Sponsor representative:
Xia Xiang Jin Jun
Guosen Securities Co.Ltd(002736) MM DD YY
