Ping An Securities Co., Ltd
About Shanying International Holdings Co.Ltd(600567)
Annual report on continuous supervision in 2021
Sponsor Ping An Securities Co., Ltd. listed company abbreviation Shanying International Holdings Co.Ltd(600567)
Sponsor representatives Zhu Xiangjian and Wang Ying listed company code: Shanying International Holdings Co.Ltd(600567)
Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as " Shanying International Holdings Co.Ltd(600567) ," company "or" listed company ") held the 21st Meeting of the seventh board of directors and the 2018 annual general meeting of shareholders on April 19, 2019 and April 30, 2019 respectively, and deliberated and adopted relevant proposals on the public issuance of convertible corporate bonds by the company. For the purpose of issuing convertible corporate bonds, the company hired Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities" or "recommendation agency") as the recommendation agency for the public issuance of convertible corporate bonds, and signed the recommendation agreement between Shanying International Holdings Co.Ltd(600567) and Ping An Securities Co., Ltd. on Shanying International Holdings Co.Ltd(600567) public issuance of convertible corporate bonds with Ping An Securities.
According to the relevant provisions of the measures for the administration of securities issuance and listing recommendation business of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the company shall terminate the recommendation agreement with the original recommendation institution if it hires another recommendation institution for re applying for securities issuance, and the recommendation institution hired by another bank shall complete the unfinished continuous supervision of the original recommendation institution. Therefore, the company has signed relevant termination agreements with Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) "). Ping An Securities undertakes the unfinished continuous supervision work of Sinolink Securities Co.Ltd(600109) and Ping An Securities appoints Mr. Zhu Xiangjian and Ms. Wang Ying as the sponsor representatives to perform the continuous supervision obligations during the use period of the funds raised by the company's non-public offering of shares in 2016 and public offering of convertible corporate bonds in 2018. In accordance with the provisions of the securities law of the people's Republic of China, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 - continuous supervision and other relevant laws and regulations, Ping An Securities, as a Shanying International Holdings Co.Ltd(600567) continuous supervision and recommendation institution, The continuous supervision work of Shanying International Holdings Co.Ltd(600567) 2021 is summarized as follows: I. continuous supervision work of 2021
1. Supervise listed companies to establish, improve and effectively implement the corporate governance system (including but not limited to the rules of procedure of the general meeting of shareholders, the board of directors, the board of supervisors and the code of conduct of directors, supervisors and senior managers)
In 2021, Ping An Securities supervised the listed company to improve the corporate governance system in accordance with the relevant provisions, and all the rules of procedure were well implemented. There was no violation of the articles of association.
The convening, convening and voting procedures of the third meeting of the company are legal and compliant, the meeting minutes are complete, and the meeting materials are well preserved. The directors and supervisors signed and confirmed the relevant resolutions. Directors, supervisors and senior managers can perform their duties in accordance with relevant laws and regulations and the business rules of the exchange.
2. Supervise the company's establishment, improvement and effective implementation of rules and regulations (including the system to prevent related parties from occupying the company's resources, internal control system, internal audit system, related party transaction system, etc.)
When the recommendation institution keeps paying attention to the company's rules and regulations and conducts on-site verification on the establishment and implementation of corporate governance and internal control system, it notes:
(1) The company has established an internal control system to prevent directors, supervisors and senior managers from damaging the interests of the company by taking advantage of their positions;
(2) In 2021, the company was not publicly criticized by the CSRC or denounced by the stock exchange for violating information disclosure regulations and failing to perform reporting obligations;
(3) The company's internal structure and the distribution of rights and responsibilities are scientific and reasonable;
(4) Specify the scope of authority, approval procedures and corresponding responsibilities of the department or post business, and clarify compliance; (5) The company has established and improved its internal audit system, set up a special internal audit department, set up an audit committee under the board of directors, and effectively implemented the company's internal control system.
3. Supervise the company and its directors, supervisors and senior managers to abide by laws, regulations, departmental rules, business rules and other normative documents issued by Shanghai Stock Exchange, and earnestly fulfill their commitments
During the period of continuous supervision, the recommendation institution shall supervise the listed company and its directors, supervisors and senior managers to abide by laws, regulations, departmental rules, business rules and other normative documents issued by Shanghai Stock Exchange, and earnestly fulfill their commitments.
4. In case of any of the following circumstances, the sponsor shall urge the listed company to make an explanation and make corrections within a time limit, and report to the Shanghai Stock Exchange: (I) suspected of violating the listing rules and other relevant business rules; (II) the professional opinions issued by the securities service institution and its signers may be in violation of laws and regulations or other improper situations such as false records, misleading statements or major omissions; (III) the company is under the circumstances prescribed in articles 71 and 72 of the measures for the administration of securities issuance and listing recommendation business; (IV) the company does not cooperate with the continuous supervision; (V) other circumstances that the Shanghai Stock Exchange or the sponsor deems necessary to report
In 2021, Shanying International Holdings Co.Ltd(600567) no such situation occurred.
5. During the period of continuous supervision, those who make public statements on the violations of laws and regulations of Listed Companies in accordance with relevant regulations shall report to the Shanghai Stock Exchange before disclosure, and make an announcement on the designated media after being reviewed by the Shanghai Stock Exchange
In 2021, there was no case that the recommendation institution made a public statement on the violations of laws and regulations of Listed Companies in accordance with relevant regulations.
6. Pay attention to the situation that the listed company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to administrative punishment by the CSRC, disciplinary punishment by the Shanghai Stock Exchange or supervision notice issued by the Shanghai Stock Exchange, and urge them to improve their internal control system and take measures to correct it. In 2021, the listed company and its controlling shareholders, directors, supervisors and senior managers were not subject to administrative punishment by CSRC, disciplinary punishment by Shanghai Stock Exchange or regulatory concern letter issued by Shanghai Stock Exchange.
7. On site inspection
Ping An Securities has formulated relevant work plans for on-site inspection and defined the requirements for on-site inspection to ensure the quality of on-site inspection. In the process of the company's continuous supervision in 2021, from December 13, 2021 to December 30, 2021, through interviews with directors, supervisors, senior managers and relevant personnel of the listed company, the recommendation institution inspected the main production and operation sites of the listed company, checked the documents of the three meetings of the company, consulted the use vouchers of the raised funds of the listed company, the details of the balance of the raised funds account and other materials, and consulted the relevant internal control system documents of the company, By means of verifying the company's related party transactions and foreign investment materials, the company conducted on-site verification, and issued the on-site inspection report of Ping An Securities Co., Ltd. on Shanying International Holdings Co.Ltd(600567) 2021 annual continuous supervision.
8. Independence and capital transactions with controlling shareholders, actual controllers and other related parties
The recommendation institution paid attention to the independence of the company, consulted relevant institutional documents, meeting documents, main bank account statements and cash journal during on-site inspection, and communicated with the financial personnel of the company.
On April 12, 2020, the issuer and its wholly-owned subsidiary cycle Link International Holdings Limited (hereinafter referred to as "Huanyu international") signed an equity transfer agreement with the controlling shareholder Fujian Taisheng Industry Co., Ltd. (hereinafter referred to as "Taisheng industry") and its related party Taisheng (Hong Kong) International Holdings Limited (hereinafter referred to as "Taisheng Hong Kong"), Sell 100% equity of Shanying (Shanghai) Financial Leasing Co., Ltd. (hereinafter referred to as "financial leasing company"), and the equity transfer price is RMB 560 million. Due to early business transactions, the company, as the lender, provides loans to the financial leasing company within the maximum loan amount of RMB 250 million. After the equity transfer, the company will not add new loans to the financial leasing company. As of March 31, 2020, the loan principal and interest owed by the financial leasing company to the company totaled 198504700 yuan, and the company signed the repayment agreement with the financial leasing company. According to the equity transfer agreement and repayment agreement signed by all parties to the transaction, as of December 31, 2020, Taisheng industry has paid the company a total equity transfer amount of 56 million yuan. Meanwhile, the financial leasing company has repaid the company's loan of RMB 630 million and dividend of RMB 863682 million. The remaining loan principal and interest shall be repaid before April 28, 2021. Mr. Wu Mingwu, the actual controller of the company, is jointly and severally liable for the payment of the above loans, dividends payable and equity transfer of Taisheng Hong Kong. As of April 27, 2021, the financial leasing company has returned the above funds to the listed company.
On October 28, 2021, the company's wholly-owned subsidiary Shanying Investment Management Co., Ltd. (hereinafter referred to as "Shanying capital") proposed to transfer 23.71% of its equity of cloud printing technology (Shenzhen) Co., Ltd. (hereinafter referred to as "cloud printing technology") to Suzhou Zhicheng chuangxiang enterprise management partnership (limited partnership) (hereinafter referred to as "Suzhou chuangxiang"). On November 19, 2021, Suzhou chuangxiang signed the equity transfer agreement with Shanying capital. On November 29, 2021, the industrial and commercial change registration procedures for this equity transfer have been completed. After the completion of this transaction, Shanying capital's shareholding in cloud printing technology will be reduced from 68.71% to 45.00%, and cloud printing technology will be changed from a holding company to a joint-stock company, which will no longer be included in the scope of the company's consolidated statements. The company does not provide guarantee and entrusted financial management for cloud printing technology. Due to early business transactions, the company, as the lender, provided loans to cloud printing technology within the maximum loan limit of RMB 100 million. As of October 28, 2021, the balance of loan principal provided by the company to cloud printing technology was 99.5 million yuan. After the completion of this transaction, the above transaction funds between the company and cloud printing technology will be converted into loans to related legal persons. In order to protect the interests of the company and take into account the daily business activities of cloud printing technology, the company will not add new loans to cloud printing technology. For the remaining loan principal of 99.5 million yuan as of October 28, 2021, the company signed the repayment agreement with cloud printing technology, which agreed that cloud printing technology should return the principal of 25 million yuan before March 31, 2022, 25 million yuan before June 30, 2022 Return the principal of RMB 25 million before September 30, 2022, and return the remaining principal and loan interest before October 31, 2022; From October 28, 2021, cloud printing technology will pay the company capital interest at an annualized interest rate of 5% for the outstanding part of the loan principal, which is consistent with the original loan capital interest rate between cloud printing technology and the company; If cloud printing technology delays in making the above payment, it shall pay liquidated damages to the company at one ten thousandth of the overdue amount per day. As of March 31, 2022, cloud printing technology has returned the company's first loan principal of 25 million yuan.
The above matters have been deliberated and approved by the board of directors and the general meeting of shareholders of the company and have been disclosed. The recommendation institution pays close attention to the implementation progress and repayment of the transaction, and reminds the company to perform the obligation of information disclosure in strict accordance with the requirements of relevant laws and regulations.
9. Continue to pay attention to the special account storage of the company's raised funds, the use of the raised funds, the implementation of investment projects and other commitments
In 2021, the recommendation institution paid attention to such commitments as the company's special account for the storage of raised funds, the use of raised funds and the implementation of investment projects, and issued a special verification report on the storage and use of raised funds. 10. Major external investment and related party transactions
In 2021, Shanying International Holdings Co.Ltd(600567) has standardized the decision-making authority and decision-making mechanism of related party transactions and foreign investment. There are no major violations of laws and regulations or damage to the interests of minority shareholders in the company's related party transaction agreement, foreign guarantee contract and foreign investment agreement.
11. Performance of commitments of the company and relevant parties
The recommendation institution continues to pay attention to the performance of commitments by the listed company, its controlling shareholders and actual controllers. In 2021, there was no outstanding commitment by the listed company, its controlling shareholders and actual controllers.
2、 Review of information disclosure
In accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, Ping An Securities reviewed the information disclosure documents during the Shanying International Holdings Co.Ltd(600567) continuous supervision in advance or afterwards, including the resolutions and announcements of the board of directors, the resolutions and announcements of the general meeting of shareholders, the relevant reports on the management and use of raised funds, other temporary announcements and other documents, The content and format of information disclosure documents and relevant procedures for performance were examined.
After verification, the recommendation institution believes that: Shanying International Holdings Co.Ltd(600567) the disclosed announcement is consistent with the actual situation, the information disclosure archives are complete, and the information disclosure is in line with the company's information disclosure management system and the relevant provisions of Shanghai Stock Exchange.
3、 Whether the listed company has any matters that should be reported to the CSRC and the Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business, the rules and normative documents of other relevant departments of the CSRC and the relevant rules of the Shanghai Stock Exchange
After verification, Shanying International Holdings Co.Ltd(600567) in this continuous supervision stage, there are no matters that should be reported to the CSRC and Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange.
(there is no text on this page, which is the signature page of Ping An Securities Co., Ltd. annual report on continuous supervision in Shanying International Holdings Co.Ltd(600567) 2021. Sponsor representative:
Zhu Xiangjian, Wang Ying
Ping An Securities Co., Ltd
