Zhongtian Guofu Securities Co., Ltd
About Nuode Investment Co.Ltd(600110)
Annual report on continuous supervision in 2021
Name of Sponsor: Zhongtian Guofu Securities Co., Ltd. abbreviation of the sponsor: Nuode Investment Co.Ltd(600110)
Name of sponsor representative: Chang Jiang, ye Anhong code of sponsored company: Nuode Investment Co.Ltd(600110)
With the approval of the reply on the approval of Nuode Investment Co.Ltd(600110) non-public Development Bank shares (zjxk [2020] No. 2579) issued by the China Securities Regulatory Commission, Nuode Investment Co.Ltd(600110) (hereinafter referred to as " Nuode Investment Co.Ltd(600110) ," listed company "or" company ") privately issued 246956518 shares to specific objects, with an issue price of 5.75 yuan / share and a total raised capital of 14199997850 yuan, After deducting the relevant issuance expenses of RMB 2054429860 (excluding tax), the net amount of funds actually raised is RMB 139945567990. On November 26, 2020, Lixin Zhonglian Certified Public Accountants (special general partnership) verified the availability of funds raised by the company's non-public offering of shares and issued the capital verification report "Lixin Zhonglian Yan Zi [2020] d-0040".
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities" and "sponsor") as the sponsor of non-public offering of shares in Nuode Investment Co.Ltd(600110) 2020, in accordance with the provisions of relevant laws and regulations such as the securities law, the measures for the administration of securities issuance and listing sponsor business, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 11 - continuous supervision, Continue to supervise Nuode Investment Co.Ltd(600110) until December 31, 2021. As of December 31, 2021, Nuode Investment Co.Ltd(600110) 2020 non-public offering funds have not been used up, and the recommendation institution will continue to perform the obligation of continuous supervision on the use of the raised funds.
Approved by the reply on approving Nuode Investment Co.Ltd(600110) non-public Development Bank shares (zjxk [2021] No. 3704) of the China Securities Regulatory Commission, the company issued 340000000 shares to specific objects in a non-public manner. The total amount of funds raised was RMB 228820000000. After deducting the relevant issuance expenses of RMB 1657169812 (excluding tax), the actual net amount of funds raised was RMB 227162830188. On February 24, 2022, Dahua Certified Public Accountants (special general partnership) verified the availability of funds raised by the company's non-public offering of shares and issued the capital verification report "Dahua Yan Zi [2022] No. 000106".
Zhongtian Guofu securities, as the sponsor of non-public offering of shares in Nuode Investment Co.Ltd(600110) 2021, has the obligation to continuously supervise Nuode Investment Co.Ltd(600110) until December 31, 2023 in accordance with the provisions of relevant laws and regulations, such as the securities law, the measures for the administration of securities issuance and listing recommendation business, and the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 11 - continuous supervision.
After the completion of the company's non-public offering of shares in 2021, Changjiang and ye Anhong shall perform the continuous supervision and recommendation of the company's non-public offering of shares in 2020 and 2021. For details, please refer to the announcement of Nuode Investment Co.Ltd(600110) on changing the sponsor representative of continuous supervision disclosed by the company on the website of Shanghai Stock Exchange on March 11, 2022 (Announcement No.: pro 2022031).
Zhongtian Guofu securities, as the sponsor of non-public offering of shares in Nuode Investment Co.Ltd(600110) 2020 and 2021, has conducted continuous supervision on Nuode Investment Co.Ltd(600110) in accordance with the requirements of relevant laws and regulations and normative documents such as the securities law, the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 11 - continuous supervision. Now, the continuous supervision work in 2021 is reported as follows:
1、 Continuous supervision of recommendation institutions in 2021
No. implementation of work content
Establish, improve and effectively implement the continuous supervision system, and the recommendation institution has established, improved and effectively implemented 1. Formulate the corresponding work plan and continuous supervision system for the specific continuous supervision work, and formulate the corresponding work plan for the specific planned continuous supervision work
According to the relevant provisions of the CSRC, before the continuous supervision, the sponsor has signed a recommendation agreement with the company. 2 before the commencement of the continuous supervision, the sponsor has signed a continuous supervision agreement with the listed company or relevant parties. The agreement has defined the rights and obligations of both parties during the continuous supervision, and has been reported to Shanghai stock exchange for filing
During the continuous supervision period, the sponsor has carried out continuous supervision on listed companies through daily communication, regular return visit, on-site inspection and other means, regular or irregular return visit, on-site exhibition continuous supervision and inspection
During the period of continuous supervision, if the listed company does not make a public statement on the violation of the four laws and regulations during the period of continuous supervision in 2021 in accordance with the relevant provisions, it shall report to the stock exchange where Shanghai Securities Exchange shall make a public statement in accordance with the relevant provisions, and the violation of the laws and regulations shall be approved by Shanghai Stock Exchange
To disclose
During the period of continuous supervision, if the listed company or relevant parties do not have 5 violations or breach of commitments during the period of continuous supervision in 2021, they shall find out or be in violation of laws and regulations; The relevant parties have not violated the commitments made to Shanghai Securities Exchange within five working days from the date of discovery
Reported
No. implementation of work content
Supervise the listed company and its directors, supervisors and senior managers to abide by laws, regulations, departmental rules and the business rules and other normative documents issued by the personnel of Shanghai stock exchange during the continuous supervision in 2021
Fulfill its commitments
The sponsor verified the company's implementation of the company chapter and supervised the listed company to establish, improve and effectively implement the corporate governance process, the rules of procedure of the third board of directors and other relevant systems, including but not limited to the performance of the general meeting of shareholders, the board of directors, the board of supervisors and the performance of the company's management. 7 the rules of procedure and the performance of directors, supervisors and senior managers, The company has gradually improved and formulated the rules of procedure of the board of supervisors in accordance with relevant regulations and codes of conduct, and urged the company to strictly implement the corporate governance system
Supervise listed companies to establish, improve and effectively implement internal control
Degree, including but not limited to financial management system and accounting system
8 degrees and internal audit system, as well as the use of raised funds, related companies have established and effectively implemented relevant systems, transactions, external guarantees, foreign investment, derivatives transactions and rules
Procedures and rules for major business decisions such as the control of subsidiaries
etc.
Supervise listed companies to establish, improve and effectively implement information disclosure. The company has established an information disclosure system.
The system reviews the information disclosure documents and other relevant documents, and the recommendation institution has supervised the company to strictly implement the relevant regulations. 9. There are good reasons to believe that the listed company's relevant systems to the Shanghai Stock Exchange, reviews the information disclosure documents and the documents submitted do not contain false records, misleading statements or other relevant documents. For details, see "II. Review of information disclosure of listed companies due to major omissions of the sponsor"
Information disclosure documents of listed companies and to the CSRC
Other documents submitted by the Shanghai Stock Exchange
Review before 10. For the information disclosure documents with problems, please refer to "II. The recommendation institution urges the listed company to correct or supplement the letter of the listed company, and the listed company will disclose the review without interest"
Any correction or supplement shall be reported to Shanghai Stock Exchange in time
report
The information disclosure documents of listed companies were not reviewed in advance
Within five months after the listed company performs the obligation of information disclosure
Complete the review of relevant documents within 11 trading days. For details of the deposit, see "II. The sponsor shall timely urge the review of the information disclosure documents of listed companies on the credit problems of listed companies"
If the listed company does not make corrections or supplements, it shall
Report to Shanghai Stock Exchange in time
On October 26, 2021, the company received the notice from Shanghai concern listed company or its controlling shareholder, actual controller, board of directors, the first Department of management of Listed Companies in the stock exchange, supervisors Senior managers were subject to the "supervision notice and supervision letter on Nuode Investment Co.Ltd(600110) 12 punishment, disciplinary action of Shanghai Stock Exchange or related matters reported by Shanghai media" issued by China Securities Regulatory Commission. Some media paid attention to the deputy general manager of the company to improve the internal control system and took measures to correct Chen Yubi's improper remarks about the market value of the company, It has attracted extensive attention and discussion from the market and investors.
No. implementation of work content
On October 22, 2021, Chen Yubi, deputy general manager of the company, mistakenly sent relevant information about the expectation of the company's future market value in the circle of friends.
The company paid close attention to this matter. Chen Yubi deeply reflected on this behavior, apologized for the negative impact on the majority of investors caused by this behavior, and strengthened the study of relevant laws, regulations and normative documents.
The recommendation institution urges the company to strengthen the training of business rules for all directors, supervisors and senior personnel, improve the compliance awareness of relevant personnel, and strengthen internal governance and information disclosure management.
Continue to pay attention to the fulfillment of commitments by the listed company, its controlling shareholders and actual controllers during the continuous supervision in 2021. If the listed company, its controlling shareholders, actual shareholders and actual controllers fail to fulfill their commitments on schedule, they shall make a timely commitment to Shanghai
Stock exchange report
Pay attention to public media about
