Citic Securities Company Limited(600030)
About Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Annual tracking report for 2021
Name of Sponsor: Citic Securities Company Limited(600030) abbreviation of Sponsor: Fujian Cosunter Pharmaceutical Co.Ltd(300436) ( Fujian Cosunter Pharmaceutical Co.Ltd(300436) . SZ)
Name of sponsor representative: Han Kunlun Tel.: 01060833500
Name of sponsor representative: Li Jian Tel: 01060833233
1、 Overview of sponsor work
Project work content
1. Review of the company’s information disclosure
(1) Whether the company’s information disclosure documents are reviewed in time
(2) Times of not reviewing the company’s information disclosure documents in time 0
2. Supervise the company’s establishment, improvement and effective implementation of rules and regulations (1) whether supervise the company to establish and improve rules and regulations (including but not limited to)
The system limited to preventing related parties from occupying the company’s resources and raising funds are
Management system, internal control system, internal audit system and related party transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
The recommendation institution inquires about the company’s fund raising every month (1) inquires about the times of the company’s special account for raised funds, the changes of funds in the special account for funds and the withdrawal and use of large amounts of funds
(2) Is the progress of the company’s fund-raising project consistent with the information disclosure documents
Consistent 4 Corporate governance supervision
If the company did not attend as a nonvoting delegate, the company solicited the opinions of the sponsor on the relevant proposals before the previous meetings, and the sponsor representative checked the meeting proposals before (1) the number of meetings of the company’s general meeting, so as to ensure the meeting procedures The voting content complies with laws, regulations and the articles of association.
If the company fails to attend the meeting as a nonvoting delegate, the company has been called at all meetings
Before the meeting, the sponsor (2) the number of times of attending the company’s board of directors as nonvoting delegates were solicited for opinions on relevant proposals. The sponsor representative checked the meeting proposals before the meeting to ensure the meeting procedures The voting content complies with laws, regulations and the articles of association.
If the company did not attend as a nonvoting delegate, the company solicited the opinions of the sponsor on the relevant proposals before the previous meetings, and the sponsor representative checked the meeting proposals before (3) attending the meetings of the board of supervisors of the company as a nonvoting delegate, so as to ensure the meeting procedures The voting content complies with laws, regulations and the articles of association.
5. On site inspection
(1) Number of on-site inspections: 1
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange yes
(3) The main problems and rectification found in the on-site inspection are in accordance with the company’s operation specifications, and no problems are found in the on-site inspection
6. Expression of independent opinions
(1) 5 times of independent opinions
(2) Issues involved in issuing non consenting opinions and concluding comments none
7. Report to the Institute (except for the on-site inspection report)
(1) 0 times reported to the exchange
(2) The main contents of the report are not applicable
(3) The progress or rectification of the reported items is not applicable
8. pay attention to the performance of duties
(1) Are there any matters needing attention not applicable
(2) The main contents of the concerns are not applicable
(3) The progress or rectification of concerns is not applicable
9. Whether the records and custody of the working papers of the recommendation business are in compliance
10. Training for listed companies
(1) Training times: 1 time
(2) Training date: December 21, 2021
(3) The main contents of the training are in accordance with the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange
According to the requirements of the guidelines for the standardized operation of companies listed on the gem of the stock exchange and other rules, training shall be conducted on the information disclosure of listed companies, the code of conduct of actual controllers, controlling shareholders and directors, supervisors and senior executives
11. There is no other recommendation work that needs to be explained
2、 Problems found by the sponsor and measures taken
Problems and measures taken
1. Information disclosure is not applicable
2. The establishment and implementation of the company’s internal system are all applicable
3. The operation of the “three sessions” is applicable
4. Changes in controlling shareholders and actual controllers are applicable
5. The deposit and use of raised funds are applicable
6. Connected transactions are not applicable
7. All external guarantees are applicable
8. Acquisition and sale of assets are applicable
9. Other business categories and important matters (including
Foreign investment, venture capital, entrusted financial management and all are applicable
Financial assistance, hedging, etc.)
10. The issuer or the intermediary employed by the issuer is applicable
11. Cooperation with the sponsor Others (including business environment and business)
Development, financial status, management status and nuclear none are not applicable
Major changes in technology and other aspects) III. performance of commitments of the company and shareholders
Whether the commitments of the company and shareholders are fulfilled, the reasons for non fulfillment of commitments and Solutions
1. Fujian Aohua Group Co., Ltd., the controlling shareholder of the company, promises that “the Fujian Cosunter Pharmaceutical Co.Ltd(300436) shares held by the company have no intention to reduce their holdings within two years after the expiration of the lock-in period; if more than
If it is proposed to reduce Fujian Cosunter Pharmaceutical Co.Ltd(300436) shares within the above period, it will not apply
Inform Fujian Cosunter Pharmaceutical Co.Ltd(300436) and announce it three trading days in advance, and promise to handle it in accordance with the company law, the securities law, the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
”
Whether the commitments of the company and shareholders are fulfilled, the reasons for non fulfillment of commitments and Solutions
2. Fujian Aohua Group Co., Ltd., the controlling shareholder of the company, promises that ” Fujian Cosunter Pharmaceutical Co.Ltd(300436) prospectus contains false records, misleading statements or major omissions, which has a significant and substantial impact on judging whether Fujian Cosunter Pharmaceutical Co.Ltd(300436) meets the issuance conditions stipulated by law, and the promisor will use Fujian Cosunter Pharmaceutical Co.Ltd(300436) ‘s position as the controlling shareholder to promote Fujian Cosunter Pharmaceutical Co.Ltd(300436) to be found illegal by the competent department
It is not applicable to start legal repurchase after facts Fujian Cosunter Pharmaceutical Co.Ltd(300436) initial public offering
Issue all new shares, and start the repurchase of the original restricted shares transferred by Fujian Cosunter Pharmaceutical Co.Ltd(300436) in accordance with the law. The promisor will repurchase or repurchase the Fujian Cosunter Pharmaceutical Co.Ltd(300436) . The promisor promises that if the prospectus contains false records, misleading statements or major omissions, resulting in losses to investors in securities trading, it will compensate investors for losses according to law. ” 3. Commitment of Fujian Aohua Group Co., Ltd., the controlling shareholder of the company “1. When the Fujian Cosunter Pharmaceutical Co.Ltd(300436) shareholders’ meeting deliberates the related party transactions related to the promisor, it will not participate in the voting, and the number of voting shares represented will not be included in the total number of valid votes. Fujian Cosunter Pharmaceutical Co.Ltd(300436) directors appointed by the promisor will avoid voting on the resolution or entrust other directors to exercise voting rights on behalf of the promisor when the board of directors deliberates the related party transactions related to the promisor. 2. The promisor will try to avoid commitment The person and other enterprises that control or participate in shares have related party transactions with Fujian Cosunter Pharmaceutical Co.Ltd(300436) to ensure that Fujian Cosunter Pharmaceutical Co.Ltd(300436) and
It is not applicable that the interests of non affiliated shareholders are effectively protected
Protect. 3. For related party transactions that cannot be avoided or occur for reasonable reasons, the promisor will strictly abide by the company law and other relevant laws, regulations, normative documents and the provisions of Fujian Cosunter Pharmaceutical Co.Ltd(300436) articles of association, follow the principle of equal value, compensation and fair transaction, perform legal procedures, enter into relevant agreements or contracts, and disclose information in time to ensure the fairness of related party transactions; The promisor promises that it will not damage the legitimate rights and interests of Fujian Cosunter Pharmaceutical Co.Ltd(300436) and other shareholders through unfair related party transactions. 4. The promisor guarantees that the above commitments will remain valid and irrevocable during the period when he is Fujian Cosunter Pharmaceutical Co.Ltd(300436) direct or indirect shareholder. “
Whether the commitments of the company and shareholders are fulfilled, the reasons for non fulfillment of commitments and Solutions
4. Commitment of Fujian Aohua Group Co., Ltd., the controlling shareholder of the company“
