Ping An Securities Co., Ltd
About Western Metal Materials Co.Ltd(002149)
2021 annual recommendation work report
Name of Sponsor: Ping An Securities Co., Ltd. abbreviation of the sponsor: Western Metal Materials Co.Ltd(002149)
Name of sponsor representative: Mou Jun Tel: 02138633117
Name of sponsor representative: Wang Yuming Tel: 02138633117
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
Whether the company’s rules and regulations are established and improved (2) whether the supervision system is effective
Including but not limited to preventing related parties from occupying the company’s resources
Degree, raised funds management system, 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 for 4 times
(2) Is the progress of the company’s fund-raising project consistent with the information
4. Consistency of documents Corporate governance supervision
(1) The number of times of attending the general meeting of shareholders of the company is 0
(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 not applicable
6. Special opinions issued
(1) 8 times of special opinions
(2) The issues involved in issuing non consenting opinions and concluding comments are not applicable
7. Report to the Institute (except for the on-site inspection report)
(1) 0 times reported 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) 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
10. Training for listed companies
(1) Training times: 1 time
(2) Training date: April 1, 2021
Supervision rules for the management and use of raised funds, internal system for the management and use of raised funds (3) main contents of training, cases of violations in the storage and use of raised funds, key points and implementation of on-site inspection of raised funds
11. There is no other recommendation work that needs to be explained
2、 Problems found by the sponsor and measures taken
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. none of connected transactions is not applicable
7. All external guarantees are applicable
8. The purchase and sale of assets are applicable
9. Other business categories and important matters (including
Foreign investment, venture capital, entrusted financial management and all are applicable
Financial assistance, hedging, etc.)
10. The issuer or the securities service employed by the issuer is applicable
Cooperation of financial institutions with recommendation work
11. Other (including business environment, business development Western Metal Materials Co.Ltd(002149) 2021 annual business verification reasons: the company’s in-depth implementation of innovation and development, financial status, management status, core industry income, belonging to the listed company’s new driven development strategy, continuous optimization of technology and other major changes) the company’s shareholders’ net profit year-on-year average product structure and increased market development
The income and profit of titanium, titanium alloy materials, metal composites and other industries increased significantly, realizing the great growth of the company’s overall business indicators.
3、 Performance of commitments of the company and shareholders
Whether the commitments of the company and shareholders are fulfilled, the reasons for non fulfillment of commitments and Solutions
1. Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company, does not directly
Or indirectly engaged in the same or similar business as the company’s main business is not applicable
Production, operation and sales issue a letter of commitment 2 Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company, does not exceed its authority
It is not applicable to interfere in the operation and management activities of the company and not encroach on the interests of the company
With letter of commitment 3 Ju Jianhui; Cheng Zhitang; Zhang Pingxiang; Yan Xuebai; Du Minghuan; Yang Yan’an; Zheng Xuejun; Yang Jianchao; Commitments made by Gu Liang during refinancing: 1. I promise not to transfer interests to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company in other ways. 2. I promise to restrict my job consumption behavior. 3. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to my performance of duties. 4. If my applicable salary assessment method is the same as that made by the company for this financing
The implementation of reward measures is linked, and I promise that it will be strictly inapplicable
Compliance. 5. I promise that when the company implements the equity incentive plan, the exercise conditions will be linked to the implementation of the company’s filling return measures. 6. I promise that from the date of issuance to the completion of the company’s non-public offering of shares, if the CSRC, stock exchange and other relevant departments make other new regulatory provisions on filling return measures and commitments, and the above commitments can not meet the provisions of the CSRC, stock exchange and other relevant departments, I promise to issue supplementary commitments in accordance with the latest provisions at that time.
4、 Other matters
Description of report items
1. Change of the sponsor representative and its reasons
2. During the reporting period, the CSRC and the bourse have no or
Supervision measures taken by the sponsor company and rectification
3. Other major matters to be reported none
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