Debang Securities Co., Ltd
About Zhuzhou Feilu High-Tech Materials Co.Ltd(300665)
Annual continuous supervision and tracking report in 2021
Sponsor: Debang Securities Co., Ltd. abbreviation of the sponsor: Zhuzhou Feilu High-Tech Materials Co.Ltd(300665)
Tel.: 02168761616
Name of Sponsor: No. 558, building N1, Shandong Bund Financial Center Address: Shanghai Bund financial center
Tel.: 02168761616
Name of sponsor representative: LV Lei contact address: 9 / F, building N1, Bund financial center, No. 558, Zhongshan Second Road, Shanghai
1、 Overview of sponsor work
Project work content
1. Review of information disclosure of the company
(1) Whether the company's information disclosure documents are reviewed in time
(2) The number of times that the company's information disclosure documents are not reviewed in time is 0 / none. 2. Supervise the company to establish, improve and effectively implement rules and regulations (1) whether the company is supervised to establish and improve rules and regulations (including but not limited to the system to prevent related parties from occupying the company's resources
yes
Raised funds 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
(1) Query the number of special accounts for raised funds of the company once a month
(2) Whether the progress of the company's fund-raising projects is consistent with the information disclosure documents 4. Corporate governance supervision
If they do not attend the meeting, they will review relevant proposals in advance or afterwards and (1) the number of times of attending the general meeting of shareholders of the company as nonvoting delegates
If they did not attend the meeting, they reviewed relevant proposals in advance or afterwards and (2) attended the resolutions of the board of directors of the company as nonvoting delegates
If they did not attend the meeting, they reviewed relevant proposals in advance or afterwards and (3) attended the resolutions of the board of supervisors of the company as nonvoting delegates
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 is (3) the main problems and rectification found in the on-site inspection are not found. 6. The situation of expressing independent opinions
(1) Number of independent opinions 16 times
(2) Issues involved in issuing non consenting opinions and concluding comments. If no non consenting opinions are issued, it is not applicable. 7. Report the situation to the exchange (except for the on-site inspection report)
(1) 0 times reported to the exchange
(2) The main contents of the reported items are not applicable because there are no reported items
(3) The progress or rectification of the reported items is not applicable if there are no reported items
8. Pay attention to the performance of duties
(1) Are there any matters needing attention? No
(2) The main contents of the matters of concern do not need attention and are not applicable
(3) The progress or rectification of the matters of concern does not require attention and is not applicable
9. Whether the records and custody of the working papers of the recommendation business are in compliance with the regulations is 10. Training for listed companies
(1) Training times: 1 time
(2) Training date: December 28, 2021
Explained the main contents of the re (3) training of listed companies and the interpretation of financing supervision policies to the relevant participants and trainers of the company.
11. Other sponsor work that needs to be explained none
2、 Problems found by the sponsor and measures taken
Problems and measures taken
1. No major problems found in information disclosure, not applicable
2. There are no major problems found in the establishment and implementation of the company's internal system, which is not applicable
3. There are no major problems found in the operation of the "three sessions", which is not applicable
4. No major problems are found in the change of controlling shareholders and actual controllers, which is not applicable
5. No major problems are found in the deposit and use of raised funds, which is not applicable
6. No major related party transactions found, not applicable
7. The external guarantee has no major problems and is not applicable
8. There are no major problems found in the acquisition and sale of assets, which is not applicable
9. Other business categories and important matters (package)
Including foreign investment, venture capital and entrustment. No major problems are found, so it is not applicable
Finance, financial assistance, hedging, etc.) 10. The issuer or the intermediary employed by the issuer and the intermediary employed by the issuer
The agency cooperated well with the recommendation work, and no major problems were found, so it is not applicable
11. Others (including business environment and business)
Development, financial status, management status, no major problems found in the audit, not applicable
Major changes in cardiac Technology)
3、 Performance of commitments of the company and shareholders
Whether to fulfill the commitments of the original company and shareholders that have not been fulfilled
Commitment factors and Solutions
1. Share locking commitment: the controlling shareholder and actual controller of the company, Zhang Weiguo, and their close relatives holding the company's shares, Zhang Weiqing and Sheng Zhongbin, promise: (1) not to transfer or entrust others to manage the company's public shares held directly or indirectly within 36 months from the date of listing of the company's shares in Shenzhen Stock Exchange
The company will not buy back the shares that have been issued before the issuance of shares.
Is the performance of the commitment. (2) if the shares I hold are reduced within two years after the expiration of the lock-in period, the reduction price is good and not lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of holding the company's shares will be automatically extended for 6 months.
Peng Longsheng, the director holding the shares of the company, Ling Hanzhong, Cai Zili and Chen Hui, the supervisors, Liu Xiongying, he Xiaofeng and fan Guodong, the senior managers, Zhou Diwu, Peng Shigui, Wen Chunzhong, Xiao Xiangxiang, Dong Zhenmin, Fu Yexin, Peng Qilin, the close relative of Peng Longsheng, the director and senior manager, and bin Luoqing, the close relative of Liu Xiongying, the senior manager, promise:
(1) Within 12 months from the date when the company's shares are listed on the Shenzhen Stock Exchange, it is good not to transfer the performance of the commitment or entrust others to manage the publicly issued shares of the company that I have directly or indirectly held. It is not applicable to the previously issued shares, and the company will not repurchase this part of the shares. (2) If the shares held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of holding the company's shares will be automatically extended for 6 months. Zhang Weiguo and Peng Longsheng, the directors holding shares of the company, Ling Hanzhong, Cai Zili and Chen Hui, the supervisors, Liu Xiongying, he Xiaofeng and fan Guodong, the senior managers, and Zhou Diwu, Peng Shigui, Wen Chunzhong, Xiao Xiangxiang, Dong Zhenmin and Fu Yexin, the core marketing and technical personnel, promise:
During my tenure as a director, supervisor and / or senior manager of the company, as well as a person in charge of the implementation of marketing and technical core commitments, the number of shares of the company transferred each year shall not exceed the total number of shares of the company held by me
Within six months from the date of resignation, I will not transfer the company's shares directly and indirectly held by me, which is not applicable to the company's shares. If I declare my resignation within six months from the date of listing of the company's shares, I will not transfer the company's shares held directly or indirectly within 18 months from the date of declaration of resignation; If the company applies for resignation between the seventh month and the twelfth month from the date of listing of the company's shares, the company's shares held directly or indirectly shall not be transferred within 12 months from the date of reporting resignation. The controlling shareholders, actual controllers and their close relatives, directors, supervisors, senior managers, marketing and technical core personnel, their close relatives and other shareholders who hold the shares of the company promise:
(1) I / the company (or enterprise) authorize the issuer to directly handle the share locking procedures according to the above commitments of I / the company (or enterprise commitment performance). yes
(2) In case of violation of the share lock-in commitment, I / the company (or enterprise) shall hand over the proceeds corresponding to the transfer of the issuer's shares in violation of the good and inapplicable commitment to the issuer. 2. Zhang Weiguo, he Xiaofeng and Liu Xiongying, the natural person shareholders who hold more than 5% of the shares of the company, promise that if they need to reduce their holdings within two years after the expiration of the lock-in period, the number of shares to be reduced each year shall not exceed 25% of the number of shares issued before the issuer's initial public offering, and the reduction price shall not be lower than the issue price; If I need to reduce after two years after the expiration of the lock-in period
If it holds, it may be reduced according to the price and quantity allowed by laws and regulations. I will notify the issuer four trading days before the reduction is the performance of the commitment, and make an announcement three trading days before the reduction. spontaneous
During the period from the date of listing to the reduction of my shareholding, if the issuer has good dividend distribution, share distribution and provident fund, which is not applicable to the conversion of share capital and allotment of shares, the lower limit of my reduction price and the upper limit of the number of shares will be adjusted accordingly according to the ex right and ex interest situation. In case of violation of the above lower limit of reduction price, I / the enterprise shall (issue price - actual reduction price) × The proceeds corresponding to the reduction of the number of shares held below the issue price shall be handed over to the issuer. In case of violation of the above upper limit on the number of shares to be reduced, I / the enterprise shall reduce the actual reduction price × (actual number of shares reduced - maximum number of shares promised to be reduced) the corresponding income shall be handed over to the issuer. When I / the enterprise fails to fulfill the above binding measures, the issuer has the right to withhold the dividends and / or remuneration payable to me / the enterprise in equal amount.
3. Commitments and binding measures of the issuer and its controlling shareholders, actual controllers, directors, supervisors, senior managers and other core personnel on the authenticity, accuracy, completeness and timeliness of the application documents (1) commitments on the prospectus of the Issuer on the authenticity, accuracy, completeness and timeliness of the application documents. The company confirms that there are no false records in the prospectus of the company's initial public offering of shares Misleading statements or major omissions, and bear legal responsibility for their authenticity, accuracy, completeness and timeliness. The company promises that if there are false records, misleading statements or major omissions in the prospectus, which will have a significant and substantial impact on judging whether the company meets the issuance conditions stipulated by law, the company will repurchase all new shares issued in the initial public offering according to law. The company promises that if there are false records, misleading statements or major omissions in the prospectus, resulting in losses to investors in securities trading, the company will compensate investors for losses according to law.
(2) The performance of other commitments is good. Once other public commitments made or to be made by the company in the process of listing are good, they do not apply
Once it takes effect, the company will strictly fulfill these commitments. Meanwhile, the company will actively urge and promote the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company according to law
