Western Securities Co.Ltd(002673) report on continuous supervision and tracking of Sansure Biotech Inc(688289) 2021
In accordance with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, Western Securities Co.Ltd(002673) (hereinafter referred to as the “recommendation institution”) acts as the recommendation institution for the continuous supervision of Sansure Biotech Inc(688289) (hereinafter referred to as the ” Sansure Biotech Inc(688289) ” and “company”), Be responsible for the continuous supervision after Sansure Biotech Inc(688289) listing, and issue the annual follow-up report of continuous supervision.
1、 Continuous supervision
No. work content and continuous supervision
Establish, improve and effectively implement the continuous supervision system, and formulate the corresponding work plan for the continuous supervision that the sponsor has established, improved and effectively implemented, and formulate the corresponding work plan
According to the relevant provisions of the CSRC, before the continuous supervision, the recommendation institution has signed the continuous supervision agreement with Sansure Biotech Inc(688289) listed companies or relevant parties, the recommendation agreement and the continuous supervision agreement, which 2 clarify the rights and obligations of both parties during the period of continuous supervision, The Shanghai stock exchange agreement specifies the rights and obligations of both parties in continuously supervising the filing of the futures exchange, and reports to the Shanghai stock exchange for filing
The sponsor carried out continuous supervision through daily communication, regular or 3 through daily communication, regular return visit, on-site inspection, due diligence and other irregular return visit and on-site inspection, understood Sansure Biotech Inc(688289) business conditions and carried out continuous supervision on Shengxiang biology
During the period of continuous supervision, if a listed company makes a public statement on the violations of laws and regulations of Sansure Biotech Inc(688289) in 2021 in accordance with the relevant provisions, it shall make a public statement to the Shanghai Stock Exchange before disclosure. During the period of Shanghai Stock Exchange, there is no violation of laws and regulations that needs to be reported by the sponsor according to the relevant provisions and made a public statement on the designated media after being reviewed by the Shanghai Stock Exchange
In 2021, Sansure Biotech Inc(688289) or relevant parties violated laws, regulations or commitments during continuous supervision as follows: during this continuous supervision period, the company has a shareholder during continuous supervision, If the listed company or relevant parties violate the law and the directors violate the reduction commitment, or violate the regulations and commitments, the company shall report to the Shanghai Stock Exchange within five working days from November 30, 2021, The “suggestive announcement of Sansure Biotech Inc(688289) Technology Co., Ltd., including the specific circumstances of the listed company or relevant parties in violation of laws and regulations, the commitment of the undertaking company on the reduction of shareholders holding more than 5%, and the supervision measures taken by the sponsor reaching 1% (Announcement No.: 2021087) released in the report. The recommendation institution and the recommendation representative have urged the company and its directors, supervisors and senior managers to strengthen the study of laws, regulations and normative documents of listed companies and strictly fulfill their commitments.
Supervise the listed company and its directors, supervisors and senior managers to abide by the laws, regulations, departmental rules and the business rules of Sansure Biotech Inc(688289) and its directors, supervisors and senior managers and other normative documents issued by Shanghai stock exchange during the continuous supervision period, and earnestly perform the decisions made by the sponsors to ensure that the managers comply with the laws, regulations Various commitments and regulations of the Department and those issued by Shanghai Stock Exchange
Business rules and other normative documents, and earnestly fulfill its commitments.
In 2021, one shareholder and director of the company violated the reduction commitment. See item 5 of the table for details.
The recommendation institution urges Sansure Biotech Inc(688289) to supervise the listed companies to establish, improve and effectively implement the corporate governance system in accordance with the relevant regulations, 7 including but not limited to the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, and strictly implement the corporate governance system, supervise and guide the behavior norms of directors, supervisors and senior managers Senior management compliance with code of conduct
Supervise the listed companies to establish, improve and effectively implement the internal control system, including the sponsor’s internal control over Sansure Biotech Inc(688289) , but not limited to the design, implementation and effectiveness of financial management system, accounting system and internal audit, as well as the use of raised funds, related transactions, external guarantee and verification. Sansure Biotech Inc(688289) ‘s internal control system is in line with the requirements of foreign investment, derivative transactions The control of subsidiaries and other major enterprises are required by relevant laws and regulations and have been provided with procedures and rules for effective operation decision-making, which can ensure the standardized operation of the company
Supervise the listed companies to establish, improve and effectively implement the information disclosure system, and the recommendation institution shall urge Sansure Biotech Inc(688289) strictly implement the information disclosure documents and other relevant documents, and have sufficient reasons to implement the information disclosure system, review the information disclosure, and make sure that there are no documents and other relevant documents submitted by the listed companies to Shanghai Stock Exchange
False records, misleading statements or material omissions
Information disclosure documents of listed companies and to the CSRC and Shanghai
Other documents submitted by the stock exchange shall be reviewed in advance and the existing problems shall be solved
Timely urge the company to correct or supplement the information disclosure documents of problems
If the company fails to make corrections or supplements, it shall timely report the information of Sansure Biotech Inc(688289) to the Shanghai Securities Exchange recommendation institution; If the information disclosure documents of the listed company are not reviewed in advance, and there is no need for timely review, the review of relevant documents shall be completed within five days after the listed company performs the information disclosure obligations and reports to the Shanghai Stock Exchange
The information disclosure documents shall timely urge the listed company to correct or supplement,
If the listed company does not make corrections or supplements, it shall timely report to Shanghai Securities Exchange
Yi Suo Report
Pay attention to the situation that one shareholder, supervisor and senior manager of the listed company or its controlling shareholder, actual controller, director and the company was subject to administrative punishment by the CSRC in 2021, and the previous director was disciplined by Shanghai Stock Exchange or concerned by the stock exchange of Shanghai stock exchange for violating the commitment of share reduction. For details, see the letter of regulatory concern, And urge them to improve item 5 of the form of internal control system.
And take measures to correct it
Continue to pay attention to the performance of listed companies, controlling shareholders and actual controllers in 2021, Sansure Biotech Inc(688289) and its controlling shares 12 commitments. If the listed companies, controlling shareholders, actual controllers and other shareholders and actual controllers do not fail to fulfill their commitments, they shall timely report the commitments to Shanghai Stock Exchange
Pay attention to the reports of public media on listed companies and timely target the market
Rumor check. After verification, it is found that the listed company has major matters that should be disclosed in 2021. After verification by the recommendation institution, if it does not 13 disclose or the information disclosed is inconsistent with the facts, it shall timely report to the Shanghai Stock Exchange. The sponsor shall timely urge the listed company to truthfully disclose or clarify; Information reported
If a listed company does not disclose or clarify, it shall report to Shanghai Securities Exchange in time
Yi Suo Report
In case of any of the following circumstances, urge the listed company to make explanations and limit
Make corrections and report to Shanghai Stock Exchange at the same time: (I) suspected
Violating the listing rules and other relevant business rules; (II) securities service
The professional opinions issued by the agency and its signers may be false in 2021, and Sansure Biotech Inc(688289) there are no violations or situations such as the above 14 false records, misleading statements or major omissions
Other improper circumstances; (III) the company appears in Article 7 of the recommendation measures
11. The circumstances stipulated in Article 72; (IV) the company is not equipped with
Continuous supervision of the project; (V) Shanghai Stock Exchange or sponsor
Other situations deemed necessary to be reported
Formulate the on-site inspection work plan for listed companies, and make it clear that the on-site inspection recommendation institution has formulated the on-site inspection plan
Check the work requirements, ensure the work quality of on-site inspection, make relevant work plans, clarify the requirements of on-site inspection, and conduct on-site inspection on Sansure Biotech Inc(688289) in December 2021
If a listed company is under any of the following circumstances, the sponsor shall know or
Within 15 days of the Shanghai Stock Exchange’s request
Special on-site inspection of listed companies within the time limit of: (I)
Non operating occupation by controlling shareholders, actual controllers or other related parties
16. Funds of listed companies; (II) providing guarantee for others in violation of regulations; (III) in 2021, Sansure Biotech Inc(688289) did not use the raised funds in violation of the above-mentioned regulations; (IV) illegal securities investment and arbitrage
Period hedging business, etc; (V) related party transactions are obviously unfair or not performed
Approval procedures and information disclosure obligations; (VI) loss of performance or
The operating profit decreased by more than 50% over the same period of last year; (VII) Shanghai certificate
Other circumstances required by the stock exchange
2、 Problems found by the recommendation institution and the recommendation representative and their rectification
In 2021, a shareholder of the company violated the commitment to reduce its shareholding. For details, see Sansure Biotech Inc(688289) the suggestive announcement on reducing the shareholding of shareholders holding more than 5% to 1% (Announcement No.: 2) issued by the company on November 30, 2021
