China Merchants Securities Co.Ltd(600999)
About Sirio Pharma Co.Ltd(300791)
2021 continuous supervision and tracking report
Name of recommendation institution: China Merchants Securities Co.Ltd(600999) abbreviation of the recommended company: Sirio Pharma Co.Ltd(300791)
Name of sponsor representative: Liu Xingde Tel: 07558294 3666
Name of sponsor representative: Shi Zhihua Tel: 02085509486
1、 Overview of sponsor work
Project work content
1. Review of the company’s information disclosure
(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 none
2. 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 but not limited to)
The system for preventing related parties from occupying the company’s resources and the management system for raised funds are
, internal control system, internal audit system and related party transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
(1) Query the company’s special account for raised funds once
(2) Is the progress of the company’s fund-raising projects consistent with the information disclosure documents
4. Corporate governance supervision
(1) Times of attending the general meeting of shareholders of the company as nonvoting delegates: 1
(2) Times of attending the board of directors of the company 0 times
(3) Times of attending the board of supervisors of the company as nonvoting delegates: 0
5. On site inspection
(1) Number of on-site inspections: 1
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange yes
(3) The main problems found in the on-site inspection and the rectification are none
6. Expression of independent opinions
(1) 3 times of independent opinions
(2) Issues involved in issuing non consenting opinions and concluding comments. No non consenting opinions have been issued
7. Report to the Institute (except for the on-site inspection report)
In addition to reporting the continuous supervision and tracking report to the exchange as required (1) the number of times reported to the exchange, the issuer does not need the sponsor to report to the exchange.
(2) The main contents of the report are not applicable
(3) The progress or rectification of the reported items is not applicable
8. Pay attention to the performance of duties
(1) Are there any matters needing attention? No
(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
10. Training for listed companies
(1) Training times: 1 time
(2) Training date: December 28, 2021
(3) The main contents of the training are the laws and regulations related to the merger and reorganization of gem.
11. There is no other recommendation work that needs to be explained
2、 Problems found and measures taken by the company’s sponsor
Problems 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. Connected transactions are not applicable
7. All external guarantees are applicable
8. Acquisition and sale of assets are applicable
9. Other business categories and important matters (including
Foreign investment, venture capital, entrusted financial management and finance are all applicable
Financial assistance, hedging, etc.)
10. None of the issuer or its intermediary agencies is applicable
Cooperation with sponsor 11 Others (including business environment, business development and Finance)
Business status, management status and core technology are all applicable
(major changes in surface)
3、 Performance of commitments of the company and shareholders
Whether to fulfill the commitments of the company and shareholders, and the reasons and Solutions
Commitment of the controlling shareholder Guangdong Guanghui shares to lock up: (1) within 36 months from the date of Sirio Pharma Co.Ltd(300791) initial public offering and listing on the gem, the company will not transfer or entrust others to manage the shares directly or indirectly held by the company before Sirio Pharma Co.Ltd(300791) initial public offering (excluding the shares publicly offered in this public offering), Nor will Sirio Pharma Co.Ltd(300791) repurchase the shares issued before Sirio Pharma Co.Ltd(300791) initial public offering held directly or indirectly by the company (excluding the shares issued and offered in this public offering).
(2) If the Sirio Pharma Co.Ltd(300791) shares held by the company are reduced within two years after the expiration of the lock-in period, the reduction price
Not lower than the issue price Within 6 months after Sirio Pharma Co.Ltd(300791) listing, if the closing price of the company’s shares is not applicable for 20 consecutive trading days, or the closing price at the end of 6 months after listing is lower than the issue price, the lock-in period of Sirio Pharma Co.Ltd(300791) shares held by the company will be automatically extended for at least 6 months. In case of ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, the above closing price shall be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. (3) The company will faithfully fulfill the above commitments and bear corresponding legal liabilities. If it fails to fulfill the obligations and responsibilities conferred by this commitment, the company will bear any losses suffered by Sirio Pharma Co.Ltd(300791) other shareholders or stakeholders, and the proceeds from illegal reduction of the issuer’s shares will belong to the issuer. Commitment of actual controllers Lin Peiqing and Chen Qiong to share locking: (1) within 36 months from the date of Sirio Pharma Co.Ltd(300791) initial public offering and listing on the gem, I will not transfer or entrust others to manage the shares directly or indirectly held by me before Sirio Pharma Co.Ltd(300791) initial public offering (excluding the shares publicly offered in this public offering), Nor will Sirio Pharma Co.Ltd(300791) repurchase the shares issued before Sirio Pharma Co.Ltd(300791) initial public offering held directly or indirectly by Sirio Pharma Co.Ltd(300791) (excluding the shares issued and offered in this public offering). (2) After the lock up period of Sirio Pharma Co.Ltd(300791) shares held by me expires, during my tenure as Sirio Pharma Co.Ltd(300791) Director / Senior Manager, the shares of Sirio Pharma Co.Ltd(300791) transferred by me every year shall not exceed 25% of the total number of Sirio Pharma Co.Ltd(300791) shares held by me; I will not transfer my Sirio Pharma Co.Ltd(300791) shares within six months after leaving office; If I declare my resignation within six months from the date of Sirio Pharma Co.Ltd(300791) IPO listing, I will not transfer the Sirio Pharma Co.Ltd(300791) shares I directly hold within 18 months from the date of declaration of resignation; If I am listed in Sirio Pharma Co.Ltd(300791) IPO from the seventh month to
If you declare your resignation within the 12th month, you will not transfer your Sirio Pharma Co.Ltd(300791) shares within 12 months from the date of declaration of resignation. (3) If I resign before the expiration of my term as a Sirio Pharma Co.Ltd(300791) director, I shall promise to continue to abide by the following restrictive provisions during the term of office determined at the time of taking office and within six months after the expiration of my term of office: ① the shares transferred each year shall not exceed 25% of the total number of Sirio Pharma Co.Ltd(300791) shares held by him; ② Do not transfer Sirio Pharma Co.Ltd(300791) shares held by him within half a year after his resignation; ③ Other provisions of the company law on the transfer of shares of directors, supervisors and senior managers. (4) If my Sirio Pharma Co.Ltd(300791) shares are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price Within 6 months after Sirio Pharma Co.Ltd(300791) listing, if the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days, or the closing price at the end of 6 months after listing is lower than the issue price, the lock-in period of Sirio Pharma Co.Ltd(300791) shares held by me will be automatically extended for at least 6 months. In case of ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, the above closing price shall be in accordance with the
The relevant provisions of the State Securities Regulatory Commission and Shenzhen Stock Exchange shall be adjusted accordingly. (5) I promise that I will not give up to abide by the above commitments because I do not hold relevant positions due to job change, resignation and other reasons. Zhengnuo investment commitment of the company’s shareholder: within 12 months from the date of Sirio Pharma Co.Ltd(300791) initial public offering and listing on the gem, this contract
The partnership will not transfer or entrust others to manage Sirio Pharma Co.Ltd(300791) directly or indirectly held by the partnership, which is not applicable to the shares issued before the initial public offering, nor will Sirio Pharma Co.Ltd(300791) repurchase the shares issued before the initial public offering directly or indirectly held by the partnership. The company’s shareholders Gao Feng, Lin peichun, Lin Qixiong and Lin Peina promise that: (1) within 36 months from the date of Sirio Pharma Co.Ltd(300791) initial public offering and listing on the gem, I will not transfer or entrust others to manage the shares issued before Sirio Pharma Co.Ltd(300791) initial public offering held directly or indirectly by me (except for the shares issued in this public offering), Nor will Sirio Pharma Co.Ltd(300791) repurchase the shares issued before Sirio Pharma Co.Ltd(300791) initial public offering held directly or indirectly by Sirio Pharma Co.Ltd(300791) (the shares issued and offered in this public offering)
Except). Yes not applicable (2) if the above share lock-in commitment cannot be fulfilled, the following measures shall be taken or accepted: ① relevant subjects shall publicly explain the specific reasons for the failure to fulfill the commitment at the general meeting of shareholders and the media designated by the CSRC, and apologize to other shareholders and public investors; ② The proceeds from the illegal reduction of relevant entities shall be owned by the company; ③ If losses are caused to investors and issuers, relevant entities will compensate for the losses according to law; ④ If the breached commitment can be continued, it will continue to be performed
