China International Capital Corporation Limited(601995)
About Youon Technology Co.Ltd(603776)
2021 continuous supervision report
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor”) as the sponsor of Youon Technology Co.Ltd(603776) (hereinafter referred to as ” Youon Technology Co.Ltd(603776) ” and “company”) for initial public offering of shares, listing on Shanghai Stock Exchange and public issuance of convertible corporate bonds, in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shanghai Stock Exchange According to the requirements of relevant regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, Youon Technology Co.Ltd(603776) has been continuously supervised. The continuous supervision work in 2021 is summarized as follows:
1、 Continuous supervision
No. work content completion or supervision
Have established, improved and effectively implemented the continuous supervision system. 1. Establish, improve and effectively implement the continuous supervision system, and formulate corresponding work plans according to the work of the company according to the specific continuous supervision system. The corresponding work plan is formulated according to the specific situation of the project.
According to the relevant provisions of the CSRC, before the commencement of the continuous supervision, the recommendation institution of the listed company has signed the recommendation 2 or the relevant parties have signed the continuous supervision agreement with the company to clarify the right agreement between the two parties during the continuous supervision.
And report to the Shanghai stock exchange for the record. 3. Continue to maintain close daily communication and supervision with the company through daily communication, regular return visit, on-site inspection, due diligence and other means. Regular return visits.
During the period of continuous supervision, if the company publicly publishes the verified violations of laws and regulations of the listed company in accordance with the relevant provisions, and the company has no relevant information 4 statement, it shall report to the Shanghai Stock Exchange before disclosure, and the situation shall be reported to the Shanghai Stock Exchange.
After review, it shall be announced on the designated media.
During the period of continuous supervision, if the listed company or relevant parties have violations of laws and regulations, breach of commitment 5 and other matters, they shall report to Shanghai Securities Exchange within five working days from the date of discovery or should be found. After verification, the company has no relevant information. The contents of the report include violations of laws and regulations by the listed company or relevant parties.
Specific conditions of breach of commitment and other matters, supervision measures taken by the sponsor, etc.
Supervise the listed company and its directors, supervisors and senior managers to abide by laws, regulations, rules of the company, its directors and supervision 6 departments, business rules and other normative documents issued by Shanghai Stock Exchange after verification, and the directors and senior managers to abide by relevant and earnestly fulfill their commitments. Laws and regulations, and can effectively fulfill its commitments.
Supervise listed companies to establish, improve and effectively implement corporate governance systems, including but not limited to the rules of procedure of relevant 7 shareholders’ meetings, the board of directors and the board of supervisors, as well as the systems, rules and codes of conduct of directors, supervisors and senior management.
Code of conduct of personnel, etc.
No. work content completion or supervision
Supervise listed companies to establish, improve and effectively implement internal control systems, including but not limited to financial 8 management systems, accounting systems and internal audit systems, as well as the use of raised funds. The company has established and effectively implemented relevant related party transactions, external guarantees, external investment, derivative transactions, control systems and rules for subsidiaries.
And other major business decision-making procedures and rules.
The listed company has established a system to review and improve the effectiveness of material information disclosure and other relevant documents, and is convinced that there are reasons for the company to disclose false information to the Shanghai Stock Exchange. Relevant laws and regulations on information disclosure of the company.
Review the information disclosure documents of listed companies and submit them to the CSRC and Shanghai stock exchange according to the requirements. Review other documents that should not be submitted in advance. Urge the listed companies to correct or supplement the existing information disclosure documents that should be reported to the Shanghai Stock Exchange in time. If the listed companies do not correct or supplement, they shall.
Report to Shanghai Stock Exchange in time.
If the information disclosure documents of the listed company are not reviewed in advance, the review of relevant documents shall be completed within five trading days after the listed company performs the required review and there is no information disclosure obligation of line 11. The matters reported to the Shanghai Stock Exchange shall timely urge the listed company to correct or supplement the information disclosure documents with problems, as mentioned in the previous item.
If the municipal company does not make corrections or supplements, it shall report to the Shanghai Stock Exchange in time.
The company or its controlling shareholder, actual controller, director, supervisor, senior controller, director, supervisor and senior management 12 personnel are subject to administrative punishment by CSRC, disciplinary punishment by Shanghai Stock Exchange, or the management personnel are not subject to the supervision attention letter issued by CSRC by Shanghai Stock Exchange, and urge them to improve the internal control punishment The discipline system of the Shanghai Stock Exchange has taken measures to correct it.
Nor has it been issued a letter of regulatory concern by the Shanghai Stock Exchange.
Continue to pay attention to the performance of commitments by listed companies, controlling shareholders and actual controllers. If the company, controlling shareholders, actual controlling 13 listed companies, controlling shareholders and actual controllers fail to fulfill their commitments, they shall timely fulfill relevant commitments to people on schedule.
Shanghai stock exchange report.
Pay attention to public media reports on listed companies and check market rumors in time. Pay attention to the public media’s report on the company. 14 after verification, if it is found that the listed company has major matters that should be disclosed but not disclosed or that are inconsistent with the disclosure, the listed company shall be urged to disclose or clarify truthfully in a timely manner; If the listed company does not disclose or clarify the major matters disclosed or the letter related to the disclosure, it shall report to the Shanghai Stock Exchange in time. Information inconsistent with the facts.
In case of any of the following circumstances, the sponsor shall urge the listed company to make explanations and make corrections within a time limit
At the same time, report to Shanghai Stock Exchange:
(I) the listed company is suspected of violating the listing rules and other relevant industries of Shanghai Stock Exchange
Business rules; 15 (II) the professional opinions issued by the securities service institution and its signatories may be false. After verification, the company has no violations of laws and regulations or other improper circumstances such as relevant information records, misleading statements or major omissions; Situation.
(III) listed companies appear in articles 71 and 72 of the recommendation measures
The situation of the;
(IV) the listed company does not cooperate with the sponsor’s continuous supervision;
(V) other circumstances that the Shanghai Stock Exchange or the sponsor deems necessary to report
Formulate the on-site inspection plan for listed companies, clarify the on-site inspection requirements, and formulate the on-site inspection plan to 16 ensure the quality of on-site inspection. The on-site inspection shall be planned and fully defined during the on-site inspection
No. work content completion or supervision
Requirements to ensure the inspection quality.
If a listed company is under any of the following circumstances, it shall be 15 days from the date it knows or should know
Within days or within the time limit required by Shanghai Stock Exchange, carry out special on-site inspection on Listed Companies
Check:
(I) non operating occupation of listed companies by controlling shareholders, actual controllers or other related parties
Division funds; After verification, the company has no relevant circumstances. 17 (II) providing guarantee for others in violation of regulations; Situation.
(III) illegal use of raised funds;
(IV) conduct securities investment and hedging business in violation of regulations;
(V) related party transactions are obviously unfair or fail to perform the examination and approval procedures and information disclosure obligations;
(VI) performance loss or operating profit decreased by more than 50% over the same period of last year;
(VII) other circumstances required by Shanghai Stock Exchange.
2、 Review of information disclosure
In accordance with the measures for the administration of securities issuance and listing recommendation business issued by the CSRC and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision and other relevant provisions, China International Capital Corporation Limited(601995) conducted pre review or post timely review of the information disclosure documents of Youon Technology Co.Ltd(603776) 2021, and inspected the content and format of the information disclosure documents and the relevant procedures to be performed Youon Technology Co.Ltd(603776) the disclosed announcement is consistent with the actual situation.
3、 Whether there are any business matters required to be reported to the Shanghai Securities Exchange and the measures for the administration of the issuance of listed companies of Shanghai Securities Exchange
(I) after verification by the recommendation institution, it is not found that Youon Technology Co.Ltd(603776) has 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 Youon Technology Co.Ltd(603776) resources, involving a large amount;
4. Providing guarantee for others in violation of regulations, involving a large amount;
5. Illegal purchase or sale of assets, loans, entrusted asset management, etc., involving a large amount;
6. Directors, supervisors and senior managers who encroach on Youon Technology Co.Ltd(603776) interests are subject to administrative punishment or criminal responsibility;
7. Violating relevant laws and regulations such as the standardized operation and information disclosure of listed companies, and the circumstances are serious;
8. There are false records, misleading statements or major omissions in the information disclosure documents during the continuous supervision.
(II) after verification by the recommendation institution, it is not found that Youon Technology Co.Ltd(603776) has 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 relevant business rules of Shanghai stock exchange such as the Listing 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. The listed company does not cooperate with the sponsor in continuous supervision. (no text below this page)
