About Beijing Thunisoft Co.Ltd(300271)
Summary report on recommendation work of non-public offering of shares on GEM in 2018
With the approval of the reply on approving Beijing Thunisoft Co.Ltd(300271) non-public Development Bank shares (zjxk [2018] No. 2187) of the China Securities Regulatory Commission, Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as ” Beijing Thunisoft Co.Ltd(300271) ,” company “or” issuer “) issued 55938493 ordinary shares (A shares) to specific objects on April 9, 2019, with a par value of 1 yuan and an issue price of 18.86 yuan per share, The total amount of raised funds is 105499997798 yuan. After deducting 1230344375 yuan (excluding tax) of underwriting fees, recommendation fees, lawyer fees and tariff inspection fees related to the issuance, the actual net amount of raised funds is 104269653423 yuan. The availability of the above raised funds has been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report “Dahua Yan Zi [2019] No. 000124”.
Beijing Thunisoft Co.Ltd(300271) the 30th meeting of the 6th board of directors held on May 25, 2018, the 31st meeting of the 6th board of directors held on June 19, 2018 and the first extraordinary general meeting of shareholders held on June 11, 2018 considered and approved the proposals related to the non-public offering of shares on the gem in 2018. According to the needs of issuance, the company and Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” and “sponsor”) signed a sponsor agreement on August 28, 2018.
On December 31, 2021, the continuous supervision period of the company’s 2018 gem non-public offering of shares has expired. Minsheng securities issued this recommendation summary report in accordance with the requirements of relevant regulations and normative documents such as the administrative measures for the recommendation business of securities issuance and listing, the Listing Rules of the gem of Shenzhen stock exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business.
1、 Commitment of recommendation institution and recommendation representative
1. There are no false records, misleading statements or major omissions in the contents of the recommendation summary report, supporting documents and relevant materials, and the recommendation institution and the recommendation representative shall bear legal responsibility for its authenticity, accuracy and completeness.
2. This institution and myself voluntarily accept any inquiry and investigation conducted by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on matters related to the recommendation summary report.
3. This institution and myself voluntarily accept the regulatory measures taken by the CSRC in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business.
2、 Basic information of the sponsor
Name of Sponsor: Minsheng Securities Co., Ltd
Registered address: No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone
Main office address: No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone
Legal representative: Feng Henian
Sponsor representatives Xie Guomin and Cao Qianhua
Tel: 01085127888
3、 Basic information of the issuer
Name of issuer Beijing Thunisoft Co.Ltd(300271)
Securities code: Beijing Thunisoft Co.Ltd(300271)
The registered capital is 829070973 yuan
Registered address: 25 / F, block C, science and technology building, Tsinghua Science Park, No. 1 courtyard, Beijing Centergate Technologies (Holding) Co.Ltd(000931) East Road, Haidian District, Beijing
Main office address: 25 / F, block C, science and technology building, Tsinghua Science and Technology Park, No. 1 courtyard, Beijing Centergate Technologies (Holding) Co.Ltd(000931) East Road, Haidian District, Beijing
Legal representative: Shao Xue
Controlling shareholder Shao Xue
Actual controller: Shao Xue
Contact: Wei Guangyu
Tel: 01082150085
The type of securities issuance is non-public offering
The securities will be listed on April 24, 2019
The listing place of the securities is Shenzhen Stock Exchange
4、 Overview of sponsor work
Minsheng securities, as the sponsor of 3 Simei Media Co.Ltd(002712) 018 gem non-public offering, designated Xie Guomin and Cao Qianhua as the sponsor representatives to be responsible for continuous supervision. As of December 31, 2021, the continuous supervision period for 3 Simei Media Co.Ltd(002712) 018 gem non-public offering by the sponsor has expired. During the above-mentioned continuous supervision period, the main work of the recommendation institution and the recommendation representative is as follows:
1. Supervise the company and its directors, supervisors and senior managers to comply with various laws and regulations, and continuously pay attention to the performance of relevant commitments by the company or its controlling shareholders, actual controllers, directors, supervisors and senior managers;
2. Supervise the issuer’s standardized operation, pay attention to the implementation of the company’s corporate governance system, internal control system and information disclosure system, and improve the system to prevent major shareholders and other related parties from illegally occupying the company’s resources and senior executives from damaging the company’s interests by taking advantage of their positions;
3. Supervise the company to effectively implement and improve related party transaction related systems, continue to pay attention to whether the company operates and manages related party transactions in strict accordance with relevant laws and regulations and the articles of association, and implement the internal approval procedures, information disclosure system and pricing mechanism of related party transactions;
4. Continue to pay attention to whether the company has major asset acquisition, asset sales, foreign investment, venture capital, entrusted financial management, financial assistance, hedging, etc;
5. Continue to pay attention to the commitment matters such as the special account storage of the company’s raised funds and the implementation of investment projects, and express verification opinions on relevant matters;
6. Continue to pay attention to whether the company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to administrative punishment by the CSRC, disciplinary action by Shenzhen Stock Exchange or regulatory concern letter issued by Shenzhen Stock Exchange;
7. Train relevant personnel of the company in accordance with the regulations, regularly conduct on-site inspection on the company and issue on-site inspection reports, and regularly report relevant reports on continuous supervision to the regulatory authority;
8. Other work stipulated by China Securities Regulatory Commission and Shenzhen Stock Exchange and agreed in the sponsor agreement.
5、 Major events and handling during the performance of recommendation duties
The recommendation institution pays attention to the following major matters during the performance of its recommendation duties:
1. On September 1, 2021, the company received the notice of filing a case from the Beijing Municipal Commission of supervision, which decided to file a case for review / investigation on the disciplinary / illegal issues of Beijing Thunisoft Co.Ltd(300271) suspected bribery by the unit.
The company has follow-up risks involving litigation.
In view of the above matters, the company will cooperate with the investigation according to law, pay close attention to the follow-up progress and fulfill the obligation of information disclosure in time.
2. According to the detention notice issued by Beijing Haidian District People’s Procuratorate, Shao Xue, the actual controller of the company, was criminally detained on September 18, 2021 on suspicion of bribery.
In addition, Beijing Thunisoft Co.Ltd(300271) received the decision on Issuing warning letters to Beijing Thunisoft Co.Ltd(300271) , Zhao Xiaoming and Wei Guangyu issued by Beijing regulatory bureau of China Securities Regulatory Commission on November 16, 2021 and the decision on giving notice of criticism to Beijing Thunisoft Co.Ltd(300271) and relevant parties issued by Shenzhen Stock Exchange on December 20, 2021 for failing to disclose the matters related to shaoxue’s suspected bribery.
In view of the lag in the above information disclosure, Beijing Thunisoft Co.Ltd(300271) has made supplementary disclosure of relevant matters, and Zhao Xiaoming has been elected by the board of directors to act as the chairman and general manager.
3. On March 6, 2022, the company learned from the subsidiary Huayu information that Zhu Xiangyu, the then chairman of Huayu information, was unable to perform his duties due to investigation by relevant departments. On March 8, 2022, the company confirmed that Mr. Zhu Xiangyu, the former chairman of Huayu information, a subsidiary, was detained and investigated by the discipline inspection and supervision organ.
In response to the above matters, the company has removed Zhu Xiangyu from the position of director (and chairman) of Huayu information, and the board of directors of Huayu information elected Mr. Guo Ying, director and general manager, as the chairman. The company will continue to pay attention to the follow-up progress and fulfill the obligation of information disclosure in time.
In addition to the above circumstances, the company has no other major events during the performance of its recommendation duties.
6、 Explanation and evaluation of listed companies’ cooperation with sponsors
During the continuous supervision of the sponsor, the company can standardize its operation and fulfill its obligation of information disclosure in accordance with the requirements of relevant laws, regulations and rules; For important matters or information disclosure, the company can timely notify and communicate with the sponsor, and provide relevant documents according to the requirements of the sponsor, which provides necessary conditions and convenience for the continuous supervision of the sponsor.
7、 Explanation and evaluation of securities service institutions’ participation in securities issuance and listing
During the continuous supervision of the sponsor on the company, the securities service institutions hired by the company are able to perform their corresponding duties diligently and dutifully, and can timely issue relevant documents and put forward professional opinions according to the requirements of Shenzhen Stock Exchange and other regulatory authorities.
8、 Concluding comments on the review of information disclosure of listed companies
In accordance with the measures for the administration of securities issuance and listing recommendation business of the CSRC and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions, the recommendation institution has reviewed the information disclosure documents announced in the exchange from the date of listing of 3 Simei Media Co.Ltd(002712) 018 gem non-public offering shares to the date of issuance of this report in advance or afterwards, and reviewed the content and format of the information disclosure documents The relevant procedures performed were checked.
In addition to the delayed information disclosure in the information disclosure of shaoxue’s suspected bribery related matters, the company can perform the obligation of information disclosure in accordance with relevant laws, regulations and the provisions of the company’s information disclosure system, and publicly release various periodic or interim reports in accordance with the law, so as to ensure that the disclosure of all major information is true, accurate, complete and timely, and there are no false records, misleading statements or major omissions.
9、 Concluding comments on the review of the use of raised funds of listed companies
During the continuous supervision, Beijing Thunisoft Co.Ltd(300271) in accordance with the requirements of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, Beijing Thunisoft Co.Ltd(300271) has carried out special account storage and special use of raised funds, performed relevant review procedures, and truly, accurately and completely fulfilled the obligation of information disclosure. There is no case of illegal use of raised funds.
10、 Unfinished recommendation matters
None.
11、 Other matters required by the CSRC and Shenzhen Stock Exchange
None.
(there is no text on this page, which is the signature page of the summary report of Minsheng Securities Co., Ltd. on the recommendation of 3 Simei Media Co.Ltd(002712) 018 gem non-public development stocks)
Sponsor representative:
Xie Guomin, Cao Qianhua
Legal representative of the recommendation institution:
Feng Henian
Minsheng Securities Co., Ltd. April 15, 2022
