Haitong Securities Company Limited(600837) about Dongxin Semiconductor Co., Ltd
Annual follow-up report of continuous supervision in 2021
Name of recommendation institution: Haitong Securities Company Limited(600837) abbreviation of the recommended company: Dongxin Co., Ltd
Name of sponsor representative: Zhang Kun, Chen Cheng code of sponsored company: 688110
With the approval of China Securities Regulatory Commission for registration (zjxk [2021] No. 3558 reply on Approving the registration of initial public offering of shares of Dongxin Semiconductor Co., Ltd.), Dongxin Semiconductor Co., Ltd. (hereinafter referred to as "listed company", "company" or "Dongxin shares") issued 110562440 shares for the first time, with a par value of 1 yuan per share and an issue price of 30.18 yuan per share, The total amount of funds raised is 3336774400 yuan, and the net amount of funds raised after deducting the issuance expenses is 3063581600 yuan. The initial public offering of Dongxin shares was listed on the science and Innovation Board of Shanghai Stock Exchange on December 8, 2021 Haitong Securities Company Limited(600837) (hereinafter referred to as "recommendation institution" or " Haitong Securities Company Limited(600837) ") serves as its continuous supervision recommendation institution, and the continuous supervision period is from December 8, 2021 to December 31, 2024.
During the continuous supervision period from December 8, 2021 to December 31, 2021 (hereinafter referred to as the "continuous supervision period"), the recommendation institution and the recommendation representative shall, in accordance with the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "recommendation measures") In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, continuous supervision is carried out through daily communication, regular return visit, on-site inspection, due diligence and other means. The report on continuous supervision in 2021 is as follows:
1、 Continuous supervision of recommendation institutions in 2021
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1. Establish, improve and effectively implement the continuous supervision work system. The recommendation institution has established, improved and effectively implemented the continuous supervision work, formulated the corresponding work system for the specific continuous supervision work, and formulated the corresponding plan for the specific continuous supervision work. Work plan.
2. According to the relevant provisions of the CSRC, before the continuous supervision, the recommendation institution has signed a recommendation agreement with the listed company. Before the commencement of the agreement, it has signed a continuous supervision agreement with the listed company or relevant parties to clarify the rights and obligations of both parties during the continuous supervision, and the supervision agreement to clarify the rights and obligations of both parties during the continuous supervision has been reported to Shanghai stock exchange for the record. During the period of continuous supervision, the company shall be responsible for the supervision and report to Shanghai stock exchange for the record. During the continuous supervision, there was no modification or termination of the agreement
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If the relevant parties to the agreement modify the contents of the agreement, they shall be subject to the modification. Report to the Shanghai stock exchange for filing within five trading days. If the agreement is terminated, the relevant parties to the agreement shall report to the Shanghai Stock Exchange within five trading days from the date of termination and explain the reasons. 3. During the period of continuous supervision, according to relevant regulations, if the listed company does not need to make a public statement of violations of laws and regulations during the period of continuous supervision, it shall make a public statement of violations of laws and regulations before disclosure. The report of Shanghai Stock Exchange shall be disclosed after examination. 4. During the period of continuous supervision, if the listed company or relevant parties have violations of laws and regulations, breach of commitments and other matters, they shall report the violations of laws and regulations, breach of commitments and other matters to Shanghai Securities Exchange within five trading days from the date of discovery or during the period of continuous supervision. Easy to report.
During the period of continuous supervision, the recommendation institution shall carry out continuous supervision through daily communication, regular return visit, on-site inspection, due or irregular return visit, on-site inspection, due diligence and job investigation. Carry out continuous supervision over listed companies. Among them, the recommendation institution conducted on-site inspection on the listed company from January 11, 2022 to January 14, 2022.
6. Supervise and urge listed companies to establish and implement standardized operation and commitment, and the recommendation institution has urged listed companies to establish and implement standardized operation and performance, dividend return and other systems. Make, fulfill commitments, dividend return and other systems.
7. Supervise the listed company and its directors, supervisors and senior management recommendation institutions to continuously urge and guide the listed company and its directors and personnel to abide by laws, regulations, departmental rules and the supervisors and senior managers of Shanghai Securities Exchange. During the continuous supervision period, the business rules and other normative documents issued by the listed company and its directors, supervisors Senior managers can abide by and fulfill their commitments. The requirements of relevant laws and regulations, and earnestly fulfill its commitments.
8. Supervise listed companies to establish, improve and effectively implement corporate governance, verify the establishment and implementation of corporate governance system of listed companies, and the management system, including but not limited to the general meeting of shareholders, the articles of association of the board of directors, the municipal supervision company, the rules of procedure of the third board of directors and other systems, comply with the rules of procedure of the meeting, and directors, supervisors and senior managers comply with the requirements of relevant laws and regulations. During this continuous supervision period, Code of conduct of listed companies, etc. Relevant governance systems have been effectively implemented.
9. Supervise the listed companies to establish, improve and effectively implement the internal control system, including but not limited to the financial management system and accounting system, verify the establishment and implementation of the internal control system of the listed companies, the previous and internal audit system, as well as the use of raised funds, and the internal control system of affiliated city companies meet the requirements of relevant laws and regulations. During the period of continuous supervision of trading, external guarantee, external investment, derivative trading and guidance, Listed companies have effectively implemented relevant internal control systems. Procedures and rules for major business decisions such as the control of subsidiaries.
10. Supervise listed companies to establish, improve and effectively implement the information disclosure system, urge listed companies to strictly implement the information disclosure system, review the information disclosure documents and other relevant documents, and review the information disclosure documents and other relevant documents, See "II. The documents submitted by the recommendation institution for the review of the information disclosure of the listed company do not contain false records, misleading statements or information" of the listed company to Shanghai Securities Exchange. Major omissions. 11. II. Review of the information disclosure documents of listed companies and other information disclosure documents to be submitted to the CSRC in a timely manner. The listed company shall make corrections or supplements, and the listed company shall not make corrections
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Or supplement, it shall be reported to Shanghai Stock Exchange in time. 12. If the information disclosure documents of a listed company have not been reviewed in advance, the review of relevant documents shall be completed within five trading days after the listed company performs its information disclosure obligations. For details, see "II. The sponsor shall timely supervise and urge the listed company to review the information disclosure documents of the listed company in question". If the listed company fails to make corrections or supplements, it shall report to the Shanghai Stock Exchange in time. 13. Pay attention to the situation that the listed company or its controlling shareholders, actual controllers and senior managers are not subject to political punishment, regulatory measures or disciplinary sanctions of Shanghai Stock Exchange, administrative punishment of CSRC and disciplinary punishment of Shanghai stock exchange during the continuous supervision of the listed company or its controlling shareholders, actual directors, supervisors and senior managers, And urge them to improve their internal control system, take measures or be corrected by the supervision concern letter issued by Shanghai Stock Exchange. situation.
14. Pay attention to the fulfillment of commitments by listed companies, controlling shareholders and actual controllers. If listed companies, controlling shareholders and actual controllers fail to fulfill their commitments, they shall report to Shanghai Stock Exchange in time. If a listed company or its controlling shareholder or actual controller makes a commitment, the recommendation institution and recommendation representative shall urge them to make a commitment. During the continuous supervision period, there is no failure to fulfill the commitment, such as the listed company, its controlling shareholder, the specific content of actual matters, the method and time of performance, and the controller of performance ability. Analysis, performance risks and countermeasures, relief measures in case of failure to perform the contract, the listed company or its controlling shareholder and actual controller have fully disclosed the commitment. The specific content, performance method and time, performance ability of the matter, the recommendation institution and the recommendation representative shall continuously follow up the implementation of relevant subjects to fulfill their commitments and make full information disclosure in terms of the commitment analysis, performance risks and countermeasures, and relief measures in case of failure to perform as specified in the preceding paragraph. According to the exhibition situation, supervise and urge relevant subjects to timely and fully fulfill their commitments. If a listed company or its controlling shareholder or actual controller discloses, performs or changes commitments that do not comply with laws and regulations, listing rules and other provisions of Shanghai Stock Exchange, the recommendation institution and recommendation representative shall put forward supervision opinions in time and urge relevant subjects to make corrections. 15. Pay attention to public media reports on listed companies and check market rumors in time. After verification, it is found that the listed company has major matters that should be disclosed but not disclosed, or there are no such matters in the listed company during the continuous supervision period. If the information is inconsistent with the facts, it shall timely urge the listed company to truthfully disclose or clarify; If the listed company does not disclose or clarify, it shall report to the Shanghai Stock Exchange in time. 16. In case of any of the following circumstances, the listed company shall be urged to make explanations and make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time
Report: during this continuous supervision period, the listed company and relevant subjects did not appear (I) the listed company is suspected of violating the listing rules and other Shanghai related matters. Relevant business rules of the stock exchange; (II) there may be false records, misleading statements or major omissions in the professional opinions issued by intermediaries and their signatories
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Violation of laws and regulations 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 fails to cooperate with the recommendation institution in its continuous supervision; (V) other circumstances that the Shanghai Stock Exchange or the recommendation institution deems necessary to report. 17. Formulate the on-site inspection work plan for listed companies, make it clear that the sponsor has formulated the on-site inspection work for listed companies, confirm the on-site inspection work requirements, ensure the on-site inspection work quality plan, and clarify the on-site inspection work requirements. The recommendation institution depends on the quantity. The sponsor shall conduct regular on-site inspection on the listed company at least once a year from January 11, 2022 to January 14, 2022. The two sponsor representatives in charge of the project have conducted on-site inspection on the company, and at least one of the two sponsors in charge of the project shall participate in the on-site inspection. Two representatives participated in the on-site inspection.
18. Focus on whether the listed company has the following matters: (I) there is a suspicion of major financial fraud; (II) the controlling shareholders, actual controllers and their affiliates are suspected of occupying funds; (III) there may be illegal guarantee; (IV) the controlling shareholders, actual controllers and their affiliates, directors, supervisors or senior managers are suspected of encroaching on the interests of the listed company; (V) there are significant abnormalities in capital transactions or cash flows; During the continuous supervision period, the listed company did not have such matters. (VI) other matters that the exchange or the sponsor believes should be subject to on-site verification. In case of the above circumstances, the recommendation institution and its recommendation representative shall urge the company to verify and disclose, and shall conduct special on-site verification in accordance with the provisions within 15 days from the date of knowing or should know. If the company fails to disclose in time, the recommendation institution shall report to the Shanghai Stock Exchange in time. 19. Identify and urge the listed company to disclose such matters that have a significant adverse impact on the company's continuous operation. During this continuous supervision period, the listed company and relevant subjects have not appeared in terms of ability, core competitiveness or stability of control. 20. Pay attention to the abnormal fluctuation of stock trading of listed companies. During the continuous supervision, the listed companies and relevant subjects did not promote the listed companies to perform verification and information disclosure in accordance with the provisions of these rules. Disclosure and other obligations 21. Carry out special verification on the matters existing in the listed company that may seriously affect the company or the legitimate rights and interests of investors of the listed company and relevant subjects during the continuous supervision period, and issue such matters. On site verification report 22. In case of the following circumstances in the daily operation of the listed company, the recommendation institution and the recommendation representative shall issue such matters on the impact of relevant matters on the operation of the company, the listed company and relevant subjects during the continuous supervision period, and whether there are other undisclosed major risks. Form opinions and disclose:
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(I) stagnation or occurrence of major business may lead to major business
