Huachuang Securities Co., Ltd
About Bomin Electronics Co.Ltd(603936)
Annual report on continuous supervision in 2021
Sponsor Huachuang Securities Co., Ltd
Recommended institution Bomin Electronics Co.Ltd(603936)
Sponsor representatives: Wang Wenyu and Lu Changcheng
Tel: 075588309300
Contact address: 20 / F, building a, CIC international business center, No. 1061, Xiangmei Road, Futian District, Shenzhen
With the approval of the reply on the approval of Bomin Electronics Co.Ltd(603936) non-public Development Bank shares (zjxk [2020] No. 2133) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Bomin Electronics Co.Ltd(603936) (hereinafter referred to as the " Bomin Electronics Co.Ltd(603936) " or the "company") privately issued 69958501 RMB common shares (A shares) to specific investors at an issue price of 12.05 yuan / share, The total amount of funds raised is 842999900 yuan. After deducting the issuance expenses of 205451 million yuan (excluding tax), the actual net amount of funds raised is 822454900 yuan. The above funds were fully paid on November 11, 2020 and verified by the capital verification report "tjy [2020] No. 3-112" issued by Tianjian Certified Public Accountants (special general partnership).
Huachuang Securities Co., Ltd. (hereinafter referred to as "Huachuang securities" or "recommendation institution") as the recommendation institution for non-public offering of shares in Bomin Electronics Co.Ltd(603936) 2020, in accordance with the requirements of relevant laws and regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, We have conducted continuous supervision on Bomin Electronics Co.Ltd(603936) and now report the continuous supervision in 2021 as follows:
1、 Continuous supervision
No. implementation of work content
1. Establish, improve and effectively implement the continuous supervision system, and formulate corresponding work plans for the specific recommendation institutions that have established, improved and effectively implemented the continuous supervision system, which has taken root
According to the specific situation of the company, the corresponding work plan is formulated
According to the relevant provisions of the CSRC, before the continuous supervision, the sponsor institution has signed a continuous supervision agreement with the company to recommend 2 listed companies or relevant parties to clarify the rights and obligations of both parties during the continuous supervision period. The agreement has clarified the rights and obligations of both parties during the continuous supervision period and reported to Shanghai stock exchange for filing
During the continuous supervision period, the recommendation institution carried out continuous supervision through daily communication, regular return visit and on-site inspection, and carried out continuous supervision on listed companies through daily communication, regular or indefinite return visit and on-site inspection
During the period of continuous supervision, in accordance with relevant regulations, the company has no violations of laws and regulations of listed companies. In 2021, if the company has not made a public statement according to 4, it shall report to Shanghai Stock Exchange before disclosure. If the company has made a public statement according to relevant regulations, it shall announce the violations of laws and regulations on the designated media after being reviewed by Shanghai Stock Exchange
During the period of continuous supervision, if the listed company or relevant parties violate laws and regulations, and the company does not violate laws and 5 commitments in 2021, the violation shall be found within five working days from the date of discovery or should be found; The relevant parties shall report the breach of commitment to the Shanghai Stock Exchange within days of no violation
Supervise the listed company and its directors, supervisors and senior managers to abide by the law, the company's and relevant personnel 6 regulations and departmental rules in 2021, the business rules issued by Shanghai Stock Exchange and other normative documents without violation of laws and regulations and breach of commitments, and earnestly fulfill their commitments
The recommendation institution has verified the company's executive company, supervised the listed company to establish, improve and effectively implement the corporate governance system, including but not limited to the articles of association, the rules of procedure of the third board of directors, the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, the implementation of relevant systems, as well as the performance of the duties of the management such as the code of conduct of the company's supervisors and senior managers, They all meet the requirements of relevant laws and regulations, and urge the company to strictly implement the corporate governance system
Supervise listed companies to establish, improve and effectively implement internal control systems, including but not limited to
Limited to financial management system, accounting system and internal audit system, so that the company has established and effectively implemented relevant 8 and raised fund use, related party transactions, external guarantee, external investment, derivative system and rules
Procedures and regulations for major business decisions such as raw product trading and control over subsidiaries
Then wait
The company has established an information disclosure system to supervise listed companies to establish, improve and effectively implement the information disclosure system and the review letter system.
The recommendation institution has supervised the company's 9 interest disclosure documents and other relevant documents, and has sufficient reasons to believe that the listed company strictly implements the relevant systems and reviews the documents submitted by the company to the Shanghai Stock Exchange, and there are no false records, misleading interest disclosure documents and other relevant documents or major omissions. See "II. Review of information disclosure" for details
Review the information disclosure documents of listed companies and other documents submitted to China Securities Regulatory Commission and Shanghai stock 10 exchange in advance. For the letters with problems, see "II. Review the information disclosure documents, and urge the listed companies to correct or supplement them in time to improve the listing situation"
If the company does not make corrections or supplements, it shall report to the Shanghai Stock Exchange in time
If the information disclosure documents of a listed company are not reviewed in advance, they shall be listed on the
The municipal company shall complete the review of relevant documents detailed in "II. Review of information disclosure 11" within five trading days after fulfilling the obligation of information disclosure, and timely supervise the status of problematic information disclosure documents
Urge the listed company to make corrections or supplements, and the listed company does not make corrections or supplements,
It shall report to Shanghai Stock Exchange in time
Concerned that the listed company or its controlling shareholders, actual controllers, directors, supervisors and 12 senior managers were subject to administrative punishment by the CSRC, and that there was no relevant situation in 2021 when the company and relevant parties were disciplined or issued a regulatory concern letter by the Shanghai Stock Exchange
And urge them to improve the internal control system and take measures to correct it
Continue to pay attention to the performance of commitments by listed companies, controlling shareholders and actual controllers. In 2021, the company, controlling shareholders and 13. If listed companies, controlling shareholders and actual controllers fail to perform relevant commitments on schedule, they shall timely report their commitments to Shanghai Stock Exchange
Pay attention to the reports of public media on listed companies and timely respond to market rumors
Check. After verification, it is found that the listed company has a year of 2021 that should be disclosed but not disclosed, and the company has no relevant 14 major events or the information disclosed is inconsistent with the facts, it shall timely supervise and urge the above situation
The municipal company truthfully discloses or clarifies; The listed company will not disclose or clarify
If necessary, it shall report to the Shanghai Stock Exchange in time
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 at the same time: (I) listing
The company is suspected of violating the listing rules and other relevant businesses of Shanghai Stock Exchange
Rules; (II) the professional opinions issued by the securities service institution and its signers. In 2021, the company did not have any violations of laws and regulations such as false records, misleading statements or major omissions
Regulatory or other improper circumstances; (III) listed companies appear in the recommendation Office
Circumstances stipulated in articles 71 and 72 of the law; (IV) listing
The company does not cooperate with the sponsor's continuous supervision; (V) Shanghai Securities Exchange
Other circumstances that the company or the sponsor deems necessary to report
Relevant workers who have formulated on-site inspection 16 have formulated on-site inspection work plans for listed companies, defined on-site inspection work plans, defined on-site inspection requirements, and ensured on-site inspection quality and work requirements, and conducted on-site inspection on the company in April 2022
A listed company shall know or should know of any of the following circumstances:
Within 15 days from the date of listing or within the time limit required by the Shanghai Stock Exchange
The company conducts special on-site inspection: (I) controlling shareholders and actual controllers
Or other related parties occupy the funds of the listed company for non operating purposes; (II) after verification, the company has not provided guarantee for others; (III) illegal use of raised funds; (IV) violation
Conduct securities investment, hedging business, etc. in accordance with relevant regulations; (V) related party transactions
Unfair or failing to perform the 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
Continue to pay attention to the special account storage of the issuer's raised funds and the implementation of investment projects, supervise the company's use of the raised funds and other commitments, and conduct special verification on the storage and use of the raised funds
2、 Review of information disclosure
According to 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, Huachuang securities reviewed the information disclosure documents during the continuous supervision period of Bomin Electronics Co.Ltd(603936) 2021 in advance or afterwards, and inspected the content and format of the information disclosure documents and the relevant procedures performed. The company makes information disclosure in strict accordance with the relevant provisions of the regulatory authorities. The disclosure contents are true, accurate, complete and timely, 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
Upon verification, Bomin Electronics Co.Ltd(603936) there are no 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.
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