Guotai Junan Securities Co.Ltd(601211)
About Dbappsecurity Co.Ltd(688023)
2021 continuous supervision and tracking report
In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "sponsor") as the sponsor of the continuous supervision of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as " Dbappsecurity Co.Ltd(688023) ," listed company "or" company "), is responsible for the continuous supervision after Dbappsecurity Co.Ltd(688023) listing and issues this continuous supervision tracking report.
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 specific sponsor institution that has established, improved and effectively implemented the continuous supervision work, formulate the continuous supervision system and formulate the corresponding work plan
According to the relevant provisions of the CSRC, before the continuous supervision, the company has signed the continuous supervision agreement with the sponsor institution and the company, specifying that both parties are in continuous negotiation. The agreement defines the rights and obligations of both parties during the continuous supervision 2 period, and reports the rights and obligations during the supervision period to the Shanghai Securities Regulatory Commission, And report to Shanghai stock exchange for filing
Through daily communication, regular or non daily communication, regular return visit, on-site inspection, due diligence and other means, the sponsor understands the business situation of the company and has carried out continuous supervision on the company
During the continuous supervision, in accordance with relevant regulations, if the company fails to 4 develop a statement on the violations of laws and regulations of the listed company during the continuous supervision in 2021, it shall report to the Shanghai Stock Exchange before disclosure, and announce the violations of laws and regulations in the designated media after the sponsor is required to open to the Shanghai stock exchange for examination according to relevant regulations
In 2021, if the company fails to issue continuous supervision during the period of continuous supervision, the listed company or relevant parties have violations of laws and regulations, violations that constitute violations of laws and regulations or breach of commitments and other matters, they shall report to the Shanghai Stock Exchange within five working days from the date of discovery or should be found, but there are foreign investment matters that have not been fulfilled in time, The contents of the report include the review procedures of the listed company or relevant banks, the specific circumstances of the parties involved in the listed company's violation of laws and regulations, breach of commitments and other matters, and the recommendation bank's rectification, See "II. Supervision measures taken by the insurer and other problems found by the recommendation institution and the recommendation representative and their rectification" in this report for details.
No. work content and continuous supervision
During the period of continuous supervision, the recommendation institution shall supervise the company and its directors, supervisors and senior managers to abide by laws, regulations, departmental rules and business rules issued by Shanghai Stock Exchange, and supervise the listed company and its directors, supervisors Senior managers shall abide by laws and other normative documents, and earnestly fulfill their 6 regulations, departmental rules, business rules and other commitments issued by Shanghai Stock Exchange.
Normative documents and earnestly fulfill all commitments made by them, but the listed company has made rectification due to the failure to timely fulfill the review procedures for foreign investment, For details, see "II. Problems and rectification found by the recommendation institution and the recommendation representative" of this report.
The recommendation institution has urged the company to improve the corporate governance system in accordance with relevant regulations, and strictly supervised the listed company to establish, improve and effectively implement the corporate governance system, including but not limited to the implementation of the corporate governance system.
It is not limited to the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, but the directors and supervisors fail to perform 7 deliberation procedures on foreign investment matters in time, and the listed company has made rectifications such as the code of conduct of the board of directors and senior managers, For details, see "II. Problems and rectification found by the recommendation institution and the recommendation representative" of this report.
In 2021, the company failed to fulfill the review procedures for foreign investment matters in time, and the listed company has made rectification. For details, see the supervision of this report. The listed company has established, improved and effectively implemented the internal control system, Including but not limited to "II. Problems and rectification found by the recommendation institution and the recommendation representative in the financial management system, accounting system and internal audit system, as well as the raising".
8. The sponsor has required the company to make targeted rectification on the use of funds, related party transactions, external guarantee, external investment and derivatives, and the procedures and rules for major business decisions such as ease of use and control over subsidiaries, and has verified the design, implementation and effectiveness of the internal control system after rectification, The company's internal control system meets the requirements of relevant laws and regulations and has been effectively implemented.
Supervise listed companies to establish, improve and effectively implement the information disclosure system, review the letter recommendation institutions, urge the company to strictly implement the information disclosure documents and other relevant documents, and have sufficient reasons to be sure that the disclosure system of listed companies, review the information disclosure documents and 9 the documents submitted to Shanghai Stock exchange do not have false records and misleading statements
Statement or material omission of other relevant documents
Information disclosure documents of listed companies and their reports to China Securities Regulatory Commission and Shanghai Securities Exchange
Other documents submitted by Yi shall be reviewed in advance, and information with problems shall be disclosed
Timely urge the company to correct or supplement the disclosed documents, but the company will not correct or supplement them
In case of filling, it shall report to Shanghai Stock Exchange in time; If the information recommendation institution of a listed company fails to review the information disclosure documents of the company in advance, it shall review the information disclosure documents of the listed company. There is no need to complete the review of relevant documents and report to the stock exchange within five trading days after the listed company performs its obligation to Shanghai in time
In the information disclosure documents of problems, the listed company shall be urged to correct or supplement in time,
If a listed company does not make corrections or supplements, it shall report to the Shanghai Stock Exchange in a timely manner
Sue
No. work content and continuous supervision
Pay attention to the situation that the listed company or its controlling shareholders, actual controllers, directors, supervisors and the company are subject to the administrative punishment of the CSRC and the supervision notice letter of the Shanghai Stock Exchange issued by the Shanghai Stock Exchange. For details, see 11 disciplinary sanctions in this report or the supervision notice letter issued by the Shanghai Stock Exchange, "2. The recommendation institution and the recommendation representative issue and urge them to improve the internal control system and take measures to correct the existing problems and rectification".
In 2021, the company, its controlling shareholders and actual controllers will continue to pay attention to the performance of their commitments. If the listed company, its controlling shareholders and actual controllers fail to perform their commitments, and there is no situation of non performance of their commitments, they will report the situation to the Shanghai Stock Exchange in time
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 major issues that should be disclosed but not disclosed in 2021. After verification by the recommendation institution, if there are no 13 matters or the information disclosed is inconsistent with the facts, it shall timely urge the listed company to report the actual disclosure or clarification to the Shanghai Stock exchange in time. If the listed company does not disclose or clarify, it shall timely the situation
Report to Shanghai Stock Exchange
In case of any of the following circumstances, urge the listed company to make an explanation and change the year within a time limit, and report to the Shanghai Stock Exchange at the same time: (I) suspected violation of the listing 2021
Rules and other relevant business rules; (II) the performance of the securities service institution and its signatories in the review procedures, and the professional opinions issued by the listed company may contain false records, misleading statements or major rectification and announcement. For details, see 14 omissions and other violations of laws and regulations or other improper circumstances in this report; (III) the company has the situations specified in articles 71 and 72 of the "II. Measures for the discovery of recommendation by the recommendation institution and the recommendation representative"; (IV) problems and rectification of the company ". In addition to the above matters, the Department does not cooperate with the continuous supervision; (V) the company has nothing to report except the Shanghai Stock Exchange or the sponsor
