Haitong Securities Company Limited(600837)
Name of recommendation institution: Haitong Securities Company Limited(600837) abbreviation of the recommended company: Xi’An Manareco New Materials Co.Ltd(688550)
Name of sponsor representative: Shi Di, Huang jiehui code of sponsor company: Xi’An Manareco New Materials Co.Ltd(688550)
The registration of Xi’An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as ” Xi’An Manareco New Materials Co.Ltd(688550) “, “listed company” and “company”) was approved by the China Securities Regulatory Commission in the reply on Approving the registration of Xi’An Manareco New Materials Co.Ltd(688550) (zjxk [2020] No. 1582), and Xi’An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as ” Xi’An Manareco New Materials Co.Ltd(688550) “, “listed company” and “company”) issued 17.55 million shares in the initial public offering, with a par value of RMB 1.00 per share, an issue price of RMB 113.72 per share and a total raised capital of RMB 1995786000, After deducting the issuance expenses, the net amount of funds actually raised was RMB 1844035900. The securities issued this time have been listed on Shanghai Stock Exchange on September 2, 2020 Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” and “sponsor”) serves as its continuous supervision sponsor.
During the continuous supervision period from January 1, 2021 to December 31, 2021 (hereinafter referred to as “the continuous supervision period”), The recommendation institution and the recommendation representative shall comply with the administrative measures for the recommendation business of securities issuance and listing, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision In accordance with the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions, continuous supervision is carried out through daily communication, regular return visit, on-site inspection, due diligence and other means. The continuous supervision in 2021 is reported as follows:
1、 Continuous supervision of recommendation institutions in 2021
Project work content
1. Establish, improve and effectively implement the continuous supervision work system. The recommendation institution has established, improved and effectively implemented the continuous supervision work, formulated the corresponding work system for the specific continuous supervision work, and formulated the corresponding plan for the specific continuous supervision work. The work plan shall be.
Project work content
2. According to the relevant provisions of the CSRC, prior to the commencement of the continuous supervision work, a continuous supervision agreement shall be signed with the listed company or relevant parties to clarify the rights of both parties during the continuous supervision. The recommendation institution has signed a recommendation agreement with the listed company and the obligation of mutual benefit, which shall be reported to the Shanghai stock exchange for the record. The continuous supervision meeting defines the rights and obligations of both parties during the continuous supervision period. During this period, if the relevant parties to the agreement make modifications to the contents of the agreement, they shall be responsible, and have been reported to Shanghai stock exchange for the record. During the period when the continuous supervision report was submitted to Shanghai stock exchange for filing within five working days after the amendment, there was no amendment or termination of the agreement. If the agreement is terminated, the relevant parties to the agreement shall discuss the situation from the date of termination. Report to the Shanghai Stock Exchange within five working days and explain the reasons. 3. During the continuous supervision period, if a public statement is made on the illegal and illegal matters of the listed company in accordance with relevant regulations, the listed company shall report no illegal and illegal matters to the Shanghai stock exchange during the continuous supervision period before disclosure, and make a statement on the designated form after examination. Announcements in the media. 4. During the continuous supervision period, if the listed company or relevant parties have violations of laws and regulations, breach of commitments and other matters, they shall report the violations of laws and regulations, breach of commitments and other matters that need to be reported to Shanghai Securities Exchange within five working days from the date when the listed company and relevant parties are found or should not be found during the continuous supervision period. Easy to report.
During the period of continuous supervision, the sponsor shall carry out continuous supervision on listed companies through daily communication, regular or irregular return visits, on-site inspection, due diligence and other means. Among them, 5. Carry out continuous supervision through daily communication, regular return visit, on-site inspection, as far as Xi’An Manareco New Materials Co.Ltd(688550) business area is located in Xi’an, Shaanxi Province, and job investigation. At that time, Xi’an covid-19 pneumonia epidemic prevention and control headquarters had implemented closed control over Xi’an, and the sponsor conducted on-site inspection of listed companies by means of video interview from December 28, 2021 to December 30, 2021.
6. Supervise the listed company and its directors, supervisors and senior management recommendation institutions to continuously supervise and guide the listed company and its directors and personnel to abide by laws, regulations, departmental rules and the supervisors and senior managers of Shanghai Securities Exchange. During the continuous supervision period, the business rules and other normative documents issued by the listed company and its directors, supervisors Senior managers can abide by and effectively fulfill their commitments. The requirements of relevant laws and regulations, and earnestly fulfill its commitments.
7. Supervise listed companies to establish, improve and effectively implement corporate governance, verify the establishment and implementation of corporate governance system of listed companies, and manage the system, including but not limited to the general meeting of shareholders, the board of directors, the articles of association of listed companies, the rules of procedure of the third board of directors and other systems, the rules of procedure of the board of directors, supervisors and senior managers meet the requirements of relevant laws and regulations. During this continuous supervision period, Code of conduct of listed company members, etc. The Division has effectively implemented relevant governance systems.
8. Supervise listed companies to establish, improve and effectively implement the internal control system, including but not limited to the financial management system and accounting system, verify the establishment and implementation of the internal control system of listed companies, the degree and internal audit system, as well as the use of raised funds and the internal control system of affiliated listed companies meet the requirements of relevant laws and regulations, and during the period of this holding transaction, external guarantee, external investment, derivative transaction and continued supervision, The listed company has effectively implemented the procedures, rules and systems of major business decisions such as the control of relevant internal control subsidiaries.
Wait. 9. Supervise listed companies to establish, improve and effectively implement the information disclosure system, and urge listed companies to strictly implement the information disclosure system
Project work content
Disclosure system, review the information disclosure documents and other relevant documents, and review the information disclosure documents and other relevant documents. For details, see and have sufficient reasons to believe that “II. The documents submitted by the sponsor for the review of the information disclosure of listed companies do not have false records and misleading statements” to Shanghai Securities Exchange. Or major omission. 10. Review the information disclosure documents of listed companies and other documents submitted to China Securities Regulatory Commission and Shanghai Stock Exchange in advance. For the information disclosure documents with problems, please refer to “II. When reviewing the information disclosure of listed companies, the sponsor shall urge the listed companies to make corrections or supplements, and the information of listed companies”. If no correction or supplement is made, it shall be reported to Shanghai Stock Exchange in time. 11. If the information disclosure documents of a listed company are not reviewed in advance, the review of relevant documents shall be completed within five trading days after the listed company performs its information disclosure obligations. For details, see “II. The sponsor shall review the information disclosure of a listed company and supervise the listing of problematic information disclosure documents in a timely manner”. If the company makes corrections or supplements and the listed company does not make corrections or supplements, it shall report to the Shanghai Stock Exchange in a timely manner. 12. Pay attention to the listed company or its controlling shareholders and actual control of the company. During the continuous supervision period, the listed company or its controlling shareholders, real persons, directors, supervisors and senior managers are subject to the administrative punishment of the CSRC, and the directors, supervisors and senior managers are not subject to the disciplinary punishment of the Shanghai Stock Exchange or the administrative punishment of the CSRC The discipline of Shanghai Stock Exchange is punished by the letter of supervision concern issued by Shanghai Stock Exchange, or by the letter of supervision concern issued by Shanghai Stock Exchange and urging it to improve its internal control system and take measures to deal with it. Correct. 13. Pay attention to the fulfillment of commitments by listed companies, controlling shareholders and actual controllers. During the continuous supervision of listed companies, controlling shareholders and actual controllers, if the listed companies, controlling shareholders and actual controllers fail to fulfill their commitments, the sponsor shall timely inform the controllers that there is no failure to fulfill their commitments. Report to Shanghai Stock Exchange. 14. Pay attention to public media reports on listed companies and check market rumors in time. After verification, if it is found that the listed company has major matters that should be disclosed but not disclosed or the information disclosed is inconsistent with the facts, the sponsor shall timely urge the listed company not to have such matters during the continuous supervision of the company. The municipal company truthfully discloses or clarifies; If the listed company does not disclose or clarify, it shall report to the Shanghai Stock Exchange in time. 15. If one of the following circumstances is found during the continuous supervision, 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) the listed company is suspected of violating the listing rules and other relevant business rules of the Shanghai stock exchange during the continuous supervision; These matters are now.
(II) the professional opinions issued by the securities service institution and its signatories may contain false records, misleading statements, major omissions and other illegal or improper circumstances; (III) listed companies appear in Article 67 of the recommendation measures
Project work content
Circumstances stipulated in Article 68; (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. 16. Formulate the on-site inspection work plan for listed companies, make it clear that the sponsor has formulated the on-site inspection work for listed companies, confirm the on-site inspection work requirements, ensure the on-site inspection work quality plan, and clarify the on-site inspection work requirements. Due to the epidemic control volume. The sponsor’s regular on-site inspection of listed companies shall be conducted at least once a year from December 28, 2021 to 2021. During December 30, 2021, the two sponsor representatives in charge of the project shall conduct video interviews with at least one of the sponsors to participate in the on-site inspection. The municipal company conducted an on-site inspection, and one of the two sponsor representatives in charge of the project participated in the on-site inspection.
17. In case of any of the following circumstances of a listed company, the sponsor shall conduct a special on-site inspection on the listed company within 15 days from the date of knowing or should know or within the period required by the Shanghai Stock Exchange: (I) non operational occupation of the funds of the listed company by the controlling shareholders, actual controllers or other related parties; (II) providing guarantee for others in violation of regulations; (III) during the period of illegal use of this continuous supervision, the listed company did not have such matters. Raising 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.
The recommendation institution has paid continuous attention to the commitment deposit system and implementation, the use of raised funds and the implementation of investment projects such as the establishment of a special account for raised funds by listed companies, 18. The recommendation institution has supervised the company’s implementation of commitments such as the implementation of raised funds. The special account storage system and the supervision agreement of raised funds, and issue a special verification report on the storage and use of raised funds.
In 2021, the recommendation institution issued verification opinions as follows:
On November 12, 2021, the sponsor issued the verification opinions of Haitong Securities Co., Ltd. on Xi’an Xi’An Manareco New Materials Co.Ltd(688550) Materials Co., Ltd. adjusting the construction scale and implementation period of some raised investment projects;
