Guoyuan Securities Company Limited(000728)
About Inner Mongolia Xinhua Distribution Group Co., Ltd
2021 annual report on continuous supervision
Name of listed company: Inner Mongolia Xinhua Distribution Group Co., Ltd
Name of Sponsor: Guoyuan Securities Company Limited(000728)
Name of sponsor representative: Gan Ning, Guo Jinping
Office address: No. 18, Meishan Road, Hefei, Anhui
Contact: 055162207943
With the approval of China Securities Regulatory Commission’s Zheng Jian FA FA Zi [2021] No. 3623 document, Inner Mongolia Xinhua issuance Group Co., Ltd. (hereinafter referred to as “Inner Mongolia Xinhua” and “the company”) publicly issued 8838100000 RMB ordinary shares (A shares) to the public in December 2021, with an issue price of 11.15 yuan per share and a total amount of 98544815000 yuan of funds to be raised, According to relevant regulations, after deducting the issuance expenses of 7261154696 yuan, the actual amount of funds raised is 91283660304 yuan. The raised funds have been received on December 21, 2021. The above-mentioned receipt of funds has been verified by the capital verification report (rcyz [2021] No. 241z0006) issued by Rongcheng certified public accountants.
Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “sponsor”) as the sponsor of the initial public offering and listing of Xinhua in Inner Mongolia, Perform continuous supervision duties in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “recommendation measures”), the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision Guoyuan Securities Company Limited(000728) continuously supervise Inner Mongolia Xinhua through daily communication, regular return visit, due diligence and other means. The details are as follows:
1、 Continuous supervision
No. supervision content and work
Establish, improve and effectively implement the continuous supervision system, and have established, improved and effectively implemented the continuous supervision. 1. Formulate the corresponding work guidance system for the specific continuous supervision work, and make the plan according to the specific situation of the company. The corresponding work plan has been made
According to the relevant provisions of the CSRC, before the sponsor and the company have signed the recommendation agreement and 2 started the continuous supervision, the sponsor shall sign the continuous supervision agreement with the listed company or relevant parties, which defines the continuous supervision agreement of both parties and the rights and obligations of both parties during the period of continuous supervision.
And report to Shanghai stock exchange for filing
During the period of continuous supervision in 2021, the recommendation institution TONG3 carried out continuous supervision on listed companies by means of daily communication, regular return visit, on-site inspection, due diligence daily communication, regular or irregular return visit, current investigation, etc
During the period of continuous supervision, if a listed company makes a public statement on its violation of the four laws and regulations during the period of continuous supervision in 2021 in accordance with the relevant provisions, it shall make a public report to the Shanghai Stock Exchange to the recommendation institution in accordance with the relevant provisions before the disclosure, and the violations shall be reported by the Shanghai Stock Exchange
Announce on designated media after review
During the continuous supervision, the listed company or relevant parties appear
5. For violations of laws and regulations, breach of commitment and other matters, it shall report to Shanghai stock exchange for major violations of laws and regulations or breach of commitment and other matters within five working days from the date of discovery or no occurrence of the company during the continuous supervision in 2021
Supervise the listed company and its directors, supervisors and senior managers, and urge the company and its directors, supervisors and senior 6 officers to abide by laws, regulations, departmental rules and the management personnel of Shanghai Securities Exchange to abide by the business rules and other normative documents issued by the listed company and make rules and relevant commitments.
Earnestly implement its commitments
Supervise listed companies to establish, improve and effectively implement corporate governance
7. Management system, including but not limited to the general meeting of shareholders, the board of directors, the company has been urged to establish and improve relevant systems, the rules of procedure of the board of supervisors and the directors, supervisors and senior management to ensure the effective implementation of relevant systems
Code of conduct of personnel, etc
Supervise listed companies to establish, improve and effectively implement internal control
Degree, including but not limited to the financial management system and accounting audit. The company’s internal control system design, implementation of 8-year accounting system and internal audit system, as well as the use and effectiveness of raised funds have been verified. The company’s internal control, related party transactions, external guarantee, external investment and derivative systems meet the requirements of relevant laws and regulations, and have been effectively implemented by major business decisions such as comparative product transactions and control over subsidiaries
Policy procedures and rules, etc
Supervise listed companies to establish, improve and effectively implement information systems
The disclosure system reviews the information disclosure documents and other relevant documents, urges the company to strictly implement the information disclosure system 9, and has sufficient reasons to believe that the information disclosure documents and other relevant documents submitted by the listed company to Shanghai securities are free from false records and misleading statements. See “II. Review of information disclosure” for details or major omissions
Information disclosure documents of listed companies and to the CSRC
Other documents submitted by the board and Shanghai Stock Exchange have been reviewed by the sponsor as required without 10 prior review. For the information disclosure documents with problems, the sponsor shall urge the listed company to correct or supplement them in time if there are problems in the issuer’s information disclosure documents, and the listed company shall correct or supplement them. If it is necessary to make no correction or supplement to Shanghai Stock Exchange, it shall report to Shanghai Stock Exchange in time.
Stock exchange report.
The information disclosure documents of listed companies were not examined in advance
In case of review, the sponsor shall complete the review of relevant documents within 5 trading days after the listed company has fulfilled the obligation of information disclosure and does not exist. If there are problems in the issuer’s information disclosure documents, the information disclosure documents with problems shall be corrected or supplemented in time. When it is necessary to urge the listed company to correct or supplement the matters that the listed company does not report to Shanghai Securities Exchange.
Any correction or supplement shall be submitted to Shanghai Securities Exchange in time
Easy to report.
Pay attention to the fact that during the continuous supervision of the listed company or its controlling shareholder and actual control in 2021, the persons, directors, supervisors and senior managers of the listed company have been subject to administrative punishment by China and its controlling shareholder, actual controller, directors 12, CSRC, Shanghai Securities Trading regulatory measures, and the supervisors and senior managers have not been subject to such or disciplinary punishment, and urge them to improve their internal management.
Control system and take measures to correct it.
Continue to pay attention to the fulfillment of commitments by 13 people of the listed company during the continuous supervision of the listed company and its controlling shareholders and actual controllers in 2021. The listed company, its controlling shares, its controlling shareholders and actual controllers have not found violations, actual controllers and other matters that have not fulfilled their commitments, and commitments.
Report to Shanghai Stock Exchange when necessary.
Follow the reports and biographies of listed companies on social media
Timely check the market rumors. Verified
After that, it was found that the listed company should disclose the undisclosed information. During the continuous supervision period in 2021, if the listed company has 14 major events or the information disclosed is inconsistent with the facts, there should be no major events that should be disclosed or the information disclosed by the listed company should be timely urged to be truthfully disclosed or clarified is inconsistent with the facts. Clear; If a listed company does not disclose or clarify, it shall
Report to Shanghai Stock Exchange when necessary.
If one of the following situations is found during continuous supervision, it shall
When urging the listed company to make explanations and make corrections within a time limit, the same as
Report to Shanghai Stock Exchange when: (I) listed companies
The company is suspected of violating the listing regulations of Shanghai Stock Exchange
Rules and other business rules of Shanghai Stock Exchange; (Ⅱ)
The professional opinions issued by intermediaries and their signatories can be that during the period of continuous supervision in 2021, 15 listed companies can have false records, misleading statements or major omissions, and the relevant subjects do not have such situations.
And other illegal or improper situations; (Ⅲ)
Listed companies appear in the securities issuance and listing recommendation business management
Provisions in articles 71 and 72 of the administrative measures
situation; (IV) the listed company does not cooperate with the recommendation institution to hold
Continue the supervision work; (V) Shanghai Stock Exchange or insurance
Other circumstances that the recommendation institution deems necessary to report.
Formulate the on-site inspection work plan for listed companies, specify that the recommendation institution shall formulate the on-site inspection work requirements for listed companies, ensure the on-site inspection work plan, and clarify the quality of on-site inspection work. To ensure the quality of on-site inspection.
During the continuous supervision period, we should focus on the listed companies
Whether there are the following matters: (I) there are significant financial losses
False suspicion; (II) controlling shareholders, actual controllers and
Its affiliates are suspected of fund occupation; (III) possible
Guarantee for major violations; (IV) controlling shareholder and actual controlling shareholder
17. During the period of continuous supervision in 2021, the directors, supervisors or senior managers of the listed company are suspected of embezzling the interests of the listed company; (V) there is no such situation in the capital.
Significant abnormality in cash flow or cash flow (Ⅵ)
The Shanghai Stock Exchange or the recommendation institution deems it necessary to
Other matters of on-site verification. In case of the above situation,
The recommendation institution and the recommendation representative shall supervise and urge the listed company
Verify and disclose, and at the same time, know or should know
Special on-site verification shall be carried out within 15 days from the date of the road
Check. If the listed company fails to disclose in time, the recommendation institution shall
Report to Shanghai Stock Exchange in time
Continue to pay attention to the special account storage of the raised funds of listed companies and the special account storage of the raised funds by listed companies
Changes in investment commitments and the use of raised funds during the implementation of the project, 18.
2、 Review of information disclosure
In accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision and other relevant provisions, Guoyuan Securities Company Limited(000728) reviewed the information disclosure documents during the continuous supervision of Xinhua in Inner Mongolia in advance or in a timely manner afterwards, and inspected the content, format and relevant procedures of the information disclosure documents, The contents of relevant documents are compared with the information disclosed to the public Guoyuan Securities Company Limited(000728) believes that the information disclosed by Inner Mongolia Xinhua is true, accurate and complete in accordance with relevant regulations, and there are no false records, misleading statements or major omissions.
3、 Whether the company has any matters that should be reported to CSRC and Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange
After verification, there are no matters that should be reported to China Securities Regulatory Commission and Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange.
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