Guotai Junan Securities Co.Ltd(601211) about Bank Of Shanghai Co.Ltd(601229)
2021 continuous supervision report
Name of the sponsor: name of the sponsored company:
Guotai Junan Securities Co.Ltd(601211) Bank Of Shanghai Co.Ltd(601229)
Contact: 01083939160
Name of sponsor representative: Liu Dengzhou contact address: 16th floor, South Building of Financial Street Holdings Co.Ltd(000402) center, No. 9, Financial Street, Xicheng District, Beijing
Contact: 02138676486
Name of sponsor representative: Jin Licheng contact address: 36 / F, Bohua Plaza, No. 669, Xinzha Road, Jing'an District, Shanghai
With the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2020] No. 3172 document, Bank Of Shanghai Co.Ltd(601229) (hereinafter referred to as "the company") publicly issued A-share convertible corporate bonds with a total face value of 20 billion yuan (hereinafter referred to as "the convertible bonds"), of which the face value of each bond is 100 yuan, a total of 200 million pieces, and the issue price is 100 yuan / piece. The total amount of funds raised by convertible bonds is 20 billion yuan, and the net amount of funds actually raised after deducting the issuance expenses is 19.966 billion yuan. PwC Zhongtian Certified Public Accountants (special general partnership) has verified the availability of funds raised by convertible bonds on February 1, 2021 and issued the verification report on the availability of funds raised by Bank Of Shanghai Co.Ltd(601229) public issuance of A-share convertible corporate bonds (PWC Zhongtian Yan Zi (2021) No. 0173). The convertible bonds will be listed and traded on the Shanghai Stock Exchange from February 10, 2021 Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as the "sponsor") serves as the sponsor of the company's convertible bond issuance. The continuous supervision period is the remaining time of the year when the convertible bond is listed and the next complete accounting year, that is, from February 10, 2021 to December 31, 2022 (if the continuous supervision period expires and the convertible bond has not been fully converted into shares, it shall be extended to all convertible bonds converted into shares).
The recommendation institution issues this continuous supervision report in accordance with the requirements of relevant regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "recommendation measures"), the rules for the listing of shares on the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the guidelines for the continuous supervision of listed companies on the Shanghai Stock Exchange and so on.
1、 Continuous supervision
Work content completion or supervision
Work content completion or supervision
1. Establish, improve and effectively implement the continuous supervision. The sponsor has established, improved and effectively implemented the continuous system, formulated the supervision system for the specific continuous supervision work, and made the corresponding work plan according to the actual situation of the company. The work schedule has formulated the corresponding work plan.
2. According to the relevant provisions of the CSRC, before the continuous recommendation institution has signed a recommendation agreement with the company and the supervision of the association begins, it has made it clear with the listed company or relevant parties that the rights parties of both parties during the continuous supervision period have signed a continuous supervision agreement to clarify the obligations of both parties, which has been reported to the Shanghai stock exchange for the record. The rights and obligations during the supervision period shall be renewed and reported to Shanghai Securities. During the continuous supervision period in 2021, the relevant parties to the agreement have not been filed with the exchange. The contents of the agreement have been modified and the agreement has not been terminated in advance.
3. The sponsor shall maintain close daily communication with the company through daily communication, regular return visit and on-site inspection, and carry out continuous supervision through regular return visit, on-site inspection and due diligence. And other ways to carry out continuous supervision over the company.
4. If a listed company makes a public statement on the illegal and illegal matters in accordance with relevant regulations, it shall go up before disclosure. As of the signing date of this report, the company has no illegal and illegal matters that need to be reported by Youhai stock exchange and made a public statement in accordance with the provisions of Shanghai Securities Exchange. After the audit, it shall be announced on the designated media. 5. If the listed company or relevant parties violate laws, regulations and commitments, they shall, within five working days from the date of discovery or as of the signing date of this report, certify to Shanghai that there is no violation of laws, regulations and commitments. Stock exchange report. 6. Supervise the listed company and its directors, supervisors and senior managers to comply with laws, regulations and departmental rules. As of the signing date of this report, the company and its directors, supervisors and senior managers have not violated relevant laws and other normative documents, and earnestly fulfilled their laws and regulations, and have not violated their commitments. Commitments of the. 7. Supervised the listed company to establish, improve and effectively implement the recommendation institution, supervised and verified the company's implementation of the corporate governance system, including but not limited to the articles of association of shareholders, the rules of procedure of the three meetings and other relevant corporate governance systems, the rules of procedure of the board of directors and the board of supervisors, as well as the situation of directors and supervisors. As of the signing date of this report, the company has the code of conduct of supervisors and senior managers. Establish, improve and effectively implement the corporate governance system. 8. Supervise the listed company to establish, improve and effectively implement the recommendation institution, and verify the design and effectiveness of the company's relevant internal control system, including but not limited to the implementation and effectiveness of the financial management system. As of the signing date of this report, the accounting system and internal audit system, the company has established and improved the internal control system. The use of internal and raised funds, related party transactions, external guarantees and control degree meet the requirements of relevant laws and regulations, and have been effectively implemented for foreign investment, derivative transactions and subsidiaries, which can ensure the standardized operation of the company. System and other major business decision-making procedures and rules, etc.
Work content completion or supervision
9. Supervise the listed company to establish, improve and effectively implement. As of the signing date of this report, the company has established and improved the credit information disclosure system, reviewed the information disclosure documents and their interest disclosure system. The recommendation institution has reviewed other relevant documents in accordance with the regulations, and has sufficient reasons to believe that the listed public interest disclosure documents and other relevant documents, The documents submitted by the company to the superior to Shanghai Stock Exchange are not kept, and the documents submitted by Shanghai Stock Exchange do not contain false records, misleading statements or major omissions.
Records, misleading statements or major omissions. 10. Review the information disclosure documents of the listed company and other documents submitted to the CSRC and Shanghai Stock Exchange in advance, and timely urge the listed company to correct the information disclosure documents of the company during the continuous supervision of the information recommendation institution with problems, and submit or supplement the disclosure documents to the CSRC and Shanghai Stock Exchange, but the listed company does not correct or supplement them, Other documents submitted by Yi shall be reviewed in advance and reported to Shanghai Stock Exchange in time. Or conduct post review within the specified time limit. 11. If the company fails to closely cooperate with the information disclosure documents of the listed company and reviews them in advance according to the recommendation of the sponsor, the information disclosure documents shall be adjusted appropriately after the listed company performs the information proposal. As of the signing date of the relevant text report within five trading days after the disclosure obligation is completed, there is no review due to the occurrence of information disclosure, and the listed company should be urged to correct or supplement the documents that need to be corrected or supplemented due to the major problems of information disclosure. If the listed company does not make corrections or supplements, it shall report to the Shanghai Stock Exchange in time. 12. Pay attention to the listed company or its controlling shareholders. As of the signing date of this report, the company and its directors, monitoring controllers, directors, supervisors and senior managers have not been subject to administrative punishment from CSRC to CSRC, administrative punishment from Shanghai Stock Exchange The disciplinary action taken by the disciplinary action office of Shanghai Stock Exchange or issued by Shanghai Stock Exchange or issued by Shanghai stock exchange with regulatory concern letter, and urge them to improve the internal letter. Department control system and take measures to correct it. 13. Continue to pay close attention to the listed company and its controlling shareholders. As of the signing date of this report, the company has not violated the commitments of relevant commitment controllers, the promises of listed companies, and the company has no controlling shareholders, actual controlling shareholders, actual controllers and other non-performing commitments. Matters shall be reported to the Shanghai Stock Exchange in a timely manner. 14. Pay close attention to the reports of public media on listed companies, and the recommendation institution shall continue to track the information of public media on the company and check the market rumors in a timely manner. Verified reports, supervised the company to clarify market rumors, and found that the listed company should disclose the relevant information accurately when it is not disclosed. If the verified major events or the disclosed information and facts are not checked, and as of the signing date of this report, the company does not have any corresponding information, the listed company shall be urged to truthfully disclose or disclose the undisclosed major events or information in time for clarification; The listed company does not disclose or clarify, which is inconsistent with the facts. Report to Shanghai Stock Exchange in time.
Work content completion or supervision
15. If one of the following circumstances is found, 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; (II) the professional opinions issued by the securities service institution and its signers may be false. As of the signing date of this report, the company has not reported to the Shanghai Stock Exchange in violation of laws and regulations such as records, misleading statements or major omissions. Regulatory or other improper circumstances; (III) the listed company is under the circumstances specified in articles 71 and 72 of the recommendation measures; (IV) the listed company does not cooperate with the continuous supervision; (V) other circumstances that the Shanghai Stock Exchange or the sponsor deems necessary to report. 16. Formulate the on-site inspection plan for listed companies. The sponsor has formulated the relevant work plan for on-site inspection, clarified the on-site inspection requirements, ensured the on-site plan, and clarified the on-site inspection requirements. Check the work quality. The recommendation representative of the recommendation institution has conducted the on-site inspection in 2021 on December 27, 2021.
17. If a listed company is under any of the following circumstances, it shall conduct a special on-site inspection on the listed company within 15 days from the date it knows or should know or within the time limit required by the Shanghai Stock Exchange: (I) the controlling shareholders, actual controllers or other related parties occupy the funds of the listed company for non operational purposes; (II) providing guarantees for others in violation of rules and regulations. As of the signing date of this report, the company has not had such accidents and needs to provide guarantees; (III) illegal use of raised funds; Circumstances requiring special on-site inspection. (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. 18. Supervise the issuer to effectively implement and improve the prevention and control system. As of the signing date of this report, the company has no system for controlling shareholders, actual controllers and other related parties to occupy the issuer's resources in violation of regulations. The company has also established and improved relevant systems according to the company's resources.
Work content completion or supervision
The recommendation institution has verified the company's internal control system, 19 and supervised the issuer to effectively implement and improve it to prevent its investigation. As of the signing date of this report, the company has established an internal control system in which directors, supervisors and senior managers can take advantage of their positions to effectively prevent directors and supervisors from damaging the interests of the issuer. And senior managers take advantage of their positions to harm the interests of the company.
The recommendation institution shall inspect the related party transactions of the company and supervise the issuer to effectively implement and improve the guarantee system. As of the signing date of this report, the company has established a sound management system for related party transactions on the system of fairness and compliance of related party transactions, and expressed its opinions on related party transactions. Effective execution can ensure the fairness and compliance of related party transactions.
21. Supervise the issuer to fulfill the obligation of information disclosure, and the recommendation institution urges the company to improve the information disclosure, review the information disclosure documents and the securities system to the CSRC, as well as other documents submitted by the company to the CSRC and the stock exchange. The documents submitted by Yi were reviewed.
22. Continue to pay attention to the special account deposit of the funds raised by the issuer, and the recommendation institution continues to pay attention to the commitment matters such as the deposit of the funds raised by the company and the implementation of investment projects. And conducted special verification on the storage and use of the raised funds.
2、 Review of information disclosure of listed companies by recommendation institutions
According to the securities issuance and listing guarantee issued by China Securities Regulatory Commission
