Sinolink Securities Co.Ltd(600109)
About Sailun Group Co.Ltd(601058)
2021 continuous supervision report
Abbreviation of listed company Sailun Group Co.Ltd(601058) code of listed company Sailun Group Co.Ltd(601058)
Sponsor Sinolink Securities Co.Ltd(600109) sponsor representatives Gao Jun and Hu guomu
Sailun Group Co.Ltd(601058) (hereinafter referred to as " Sailun Group Co.Ltd(601058) " or "the company") has completed the non-public offering of A-Shares in March 2021 with the approval of zjxk [2021] No. 596 document of China Securities Regulatory Commission. The company employs Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor") as the sponsor and continuous supervision organization of the non-public offering of A-Shares in 2020. On March 22, 2022, the company signed a recommendation agreement with Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) ") and hired Sinolink Securities Co.Ltd(600109) as the recommendation agency for public issuance of convertible corporate bonds. According to the relevant provisions of the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "recommendation measures") of the China Securities Regulatory Commission, Sinolink Securities Co.Ltd(600109) completes the continuous supervision work that the original recommendation institution has not completed.
In accordance with the requirements of relevant laws, regulations and normative documents such as the securities law, the recommendation measures, the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the administrative measures for information disclosure of listed companies (hereinafter referred to as the "Information Disclosure Measures"), Sinolink Securities Co.Ltd(600109) for the situation during the continuous supervision period, through on-site communication and inspection of relevant documents Conduct continuous supervision on the situation of Sailun Group Co.Ltd(601058) 2021 by means of due diligence and obtaining relevant documents from Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsors. The details are as follows: I. sequence of continuous supervision in 2021
Implementation of work content
number
Sinolink Securities Co.Ltd(600109) has been established and implemented effectively
Establish, improve and effectively implement the continuous supervision system, and implement the continuous supervision system according to the public
1. Formulate corresponding work plans for the continuous supervision of the company, and formulate corresponding work plans according to the specific conditions of the Department
Make a plan
Sinolink Securities Co.Ltd(600109) has signed a contract with Sailun Group Co.Ltd(601058) in accordance with the relevant provisions of China Securities Regulatory Commission, and the continuous supervision work begins
Sponsor agreement, which has defined the continuous supervision agreement signed with the listed company or relevant parties before the two parties,
Rights and obligations of both parties during the continuous supervision period, clarify the rights and obligations of both parties during the continuous supervision period, and report to Shanghai Securities Regulatory Commission
And made it clear that Sinolink Securities Co.Ltd(600109) will undertake the filing of the stock exchange.
Shenwan Hongyuan Group Co.Ltd(000166) incomplete continuous supervision
Sinolink Securities Co.Ltd(600109) through on-site communication and on-site inspection of relevant documents, investigate as much as possible through daily communication, regular return visit, on-site inspection, due diligence, etc
3. Carry out continuous supervision on listed companies by looking at the 2021 on-site inspection report issued by Shenwan Hongyuan Group Co.Ltd(000166) and other means
During the period of continuous supervision, the listed company shall be punished for violation of laws and regulations in accordance with relevant regulations
If the matter is publicly announced, it shall be reported to Shanghai Stock Exchange before disclosure. During the period of continuous supervision, Sailun Group Co.Ltd(601058) No 4 report has been issued, and after being reviewed by Shanghai Stock Exchange, there are illegal matters on the designated media
Notice
During the period of continuous supervision, the listed company or relevant parties violate laws and regulations
In case of non-compliance, breach of commitment and other matters, it shall be found or should be found from the date of discovery
During the period of continuous supervision, Sailun Group Co.Ltd(601058) fails to report to Shanghai Stock Exchange within five working days from the date of issuance, and the contents of the report
Health related information
Including violations 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
Supervise the listed company and its directors, supervisors and senior managers to abide by the laws, regulations and departmental rules of the company and its directors, supervisors and senior managers, and the business managers issued by Shanghai Stock Exchange to abide by relevant laws and regulations, 6 business rules and other normative documents, and earnestly perform their commitments and commitments
Supervise listed companies to establish, improve and effectively implement corporate governance systems,
The company has established and effectively implemented relevant systems 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
Degree and rule
And the code of conduct of directors, supervisors and senior managers
Supervise listed companies to establish, improve and effectively implement internal control systems, including
But not limited to the financial management system, accounting system and internal audit system, the company has established and improved the internal control system, 8 system, as well as the use of raised funds, related party transactions and external guarantee, and ensured the effective implementation of relevant systems, so as to ensure the standardized operation of the company through major processes such as external investment, derivative transactions and control over subsidiaries
Procedures and rules for business decision-making, etc
Supervise listed companies to establish, improve and effectively implement the information disclosure system. The company has established, improved and effectively implemented the letter 9, reviewed the information disclosure documents and other relevant documents, and has sufficient reasons to disclose relevant systems
Be sure that the documents submitted by the listed company to the Shanghai Stock Exchange do not exist
False records, misleading statements and major omissions
Information disclosure documents of listed companies and to the CSRC and Shanghai
After the recommendation agreement is signed, Sinolink Securities Co.Ltd(600109) reviews other documents submitted by the stock exchange in advance, and
The documents during the continuous supervision period have been reviewed, and the information disclosure documents with 10 problems should be timely urged to be updated by the listed company
If there is no correction or supplement that should be made to Shanghai Securities Exchange, and the listed company does not make correction or supplement, it shall report to Shanghai Securities Exchange in time
Matters reported
Report of Shanghai Stock Exchange
If the information disclosure documents of a listed company are not reviewed in advance, it shall
Within five trading days after the listed company fulfills the obligation of information disclosure and after signing the recommendation agreement, Sinolink Securities Co.Ltd(600109) has reviewed 11 relevant documents and reviewed the information disclosure with problems as required. If there are no documents to be submitted, the listed company shall be urged to correct or supplement them in time. If the listed company does not correct or supplement the matters reported by Shanghai Stock Exchange, it shall report to Shanghai Stock Exchange in time
Pay attention to the listed company or its controlling shareholders, actual controllers, directors
During the period of continuous supervision, the supervisors and senior managers of Sailun Group Co.Ltd(601058) holding were subject to administrative punishment and supervision by the CSRC
Shareholders, actual controllers, directors, supervisors, 12 disciplinary actions of Shanghai Stock Exchange or being expelled by Shanghai Stock Exchange
The company and senior managers did not have such cases with regulatory attention letters, and urged them to improve the internal control system
matter.
And take measures to correct it
Continue to pay attention to the performance of Sailun Group Co.Ltd(601058) and control 13 commitments of listed companies, controlling shareholders and actual controllers during the continuous supervision period. If there are no unfulfilled commitments of listed companies, controlling shareholders, actual controllers and other shareholders and actual controllers, report the unfulfilled commitments to Shanghai Stock Exchange in time
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 problems that should be disclosed
If the major matters not disclosed or the disclosed information is inconsistent with the facts, during the continuous supervision, Sailun Group Co.Ltd(601058) not issued 14 shall timely urge the listed company to truthfully disclose or clarify; Such information of listed companies
If the company does not disclose or clarify, it shall report to Shanghai Stock Exchange in time
Sue
If one of the following circumstances is found, the sponsor shall urge the listed company to make a decision
Explain and correct within a time limit, and report to Shanghai Stock Exchange:
(I) the listed company is suspected of violating the listing rules and other Shanghai Securities
During the period of continuous supervision, Sailun Group Co.Ltd(601058) did not issue 15 relevant business rules of the exchange; (II) securities service institutions and their signatures
Such circumstances
The professional opinions issued by the staff may be false and misleading
Violation of laws and regulations or other improper situations such as statements or major omissions;
(III) listed companies appear in articles 71 and 71 of the recommendation measures
Circumstances stipulated in Article 72; (IV) listed companies do not cooperate with sponsors
Continuous supervision of personnel; (V) Shanghai Stock Exchange or sponsor
Other situations deemed necessary to be reported
Sinolink Securities Co.Ltd(600109) has developed a plan for on-site inspection
Formulate the on-site inspection plan for listed companies and clarify the on-site inspection
16. Relevant work plan and clear the site
Check the work requirements and ensure the quality of on-site inspection
Work requirements for inspection
A listed company shall know or should know of any of the following circumstances:
Within 15 days from the date of the announcement or within the time limit required by the Shanghai Stock Exchange
Special on-site inspection of listed companies: (I) holding shares
East, actual controller or other related parties occupy the listed company for non operating purposes
Division funds; (II) providing guarantee for others in violation of regulations; (III) Sailun Group Co.Ltd(601058) not issued during continuous supervision
17. Use the raised funds; (IV) illegal securities investment and hedging
Business, etc; (V) related party transactions are obviously unfair or fail to fulfill the approval process
Order and information disclosure obligations; (VI) loss of performance or operating profit
The profit decreased by more than 50% over the same period of last year; (VII) Shanghai Securities Exchange
Other circumstances required
Sinolink Securities Co.Ltd(600109) continue to pay attention to Sailun Group Co.Ltd(601058) fund raising
