Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
2021 annual recommendation work report
Sponsor name: Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor company abbreviation: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) limited liability company
Name of sponsor representative: Cai Ming Tel: 02133388617
Name of sponsor representative: Hou Haitao Tel: 02133388617
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) The number of times the company’s information disclosure documents were not reviewed in time was 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, related party transactions
(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) Is the progress of the company’s fund-raising project consistent with the information disclosure documents
Consistent 4 Corporate governance supervision
(1) The number of times of attending the general meeting of shareholders of the company was 0, and the meeting proposals were reviewed before or after the meeting
(2) Attend the board of directors of the company for 0 times without voting rights, and review the meeting proposals before or after the meeting
(3) The number of non voting attendance at the board of supervisors of the company was 0, and the meeting proposals were reviewed before or after the meeting
5. On site inspection
(1) 2 times of on-site inspection
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange yes
(3) Main problems found in on-site inspection and rectification 1. In the first half of 2021, the company’s performance fluctuated positively, mainly due to the increase of sales of bulk commodities, beef cattle and food trade business and the decrease of exchange loss.
2. Affected by the epidemic policy and the local political environment in Myanmar, the investment progress of the project invested by the raised funds of the company did not meet the expectations, and there was a risk that the benefits of the project invested by the raised funds did not meet the expectations; Due to the slowdown of investment in raised investment projects, the board of directors of the company has considered and approved the use of idle raised funds for temporary replenishment of working capital, and the recommendation institution continues to pay attention to the epidemic policy and the implementation progress of raised investment projects of the company.
6. Expression of independent opinions
(1) Number of independent opinions 11 times
(2) The issues involved in issuing non consenting opinions and concluding comments are not applicable
7. Report to the Institute (except for the on-site inspection report)
(1) Number of reports to the exchange: 2
(2) The main contents of the report are the recommendation work report in 2020 and the continuous supervision and training work report in 2021
(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
(2) Main contents of concerns 1. Under the dual influence of the political situation fluctuation in Myanmar and the covid-19 epidemic outside China, the construction progress of the raised investment project is less than expected.
2. Matters inquired or concerned by the annual report inquiry letter [2021] No. 418 of the company Department of Shenzhen Stock Exchange, the attention letter [2021] No. 239 of the company department and the attention letter [2021] No. 329 of the company Department of Shenzhen Stock Exchange.
(3) Progress or rectification of matters of concern 1. According to the current actual construction of the raised investment project, the company keeps the implementation subject, total investment and purpose of the raised capital investment project unchanged, It is planned to extend the implementation period of “Myanmar 500000 beef cattle breeding project” and “Ruili beef cattle industry base construction project” from May 2022 to may 2023.
2. Review the company’s reply to the inquiry letter and concern letter of Shenzhen Stock Exchange, and urge the company to timely communicate with the sponsor on the use of raised funds, daily operation, internal control, information disclosure and other matters.
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 24, 2021
(3) The main contents of the training are about the standardized operation of listed companies, the code of conduct of directors, supervisors and senior executives, and legal responsibilities.
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
The company’s report on 2020 annual performance forecast and timely communication with relevant responsible persons of the company predicts that the net profit is consistent with the annual report, and urges the company to strictly abide by the disclosure. There is a large difference in net profit, such as securities law, company law, etc The information disclosure “2020 annual performance express and industry laws and regulations, as well as the amendment announcement of the performance forecast of Shenzhen Stock Exchange” failed to be disclosed within the relevant provisions, truthfully, accurately and within the specified time limit. Shenzhen Stock Exchange shall fulfill the obligation to disclose the regulatory information issued by the company department in a comprehensive, timely and fair manner, and put an end to such matters [2021] No. 70. The event occurred.
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. Important matters of other business categories (package)
Including foreign investment, venture capital and entrustment
Finance, 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)
Exhibition, financial status, management status and core are all applicable
Major changes in technology)
3、 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. Pengxin group and Mr. Jiang Zhaobai’s suggestions on reduction and standardization are not applicable
Commitment of related party transactions
2. Pengxin group and Mr. Jiang Zhaobai’s opinions on horizontal competition are not applicable
Commitments on related party transactions and capital occupation 3 Pengxin group and Mr. Jiang Zhaobai on Dakang agricultural income
Purchase fiagril performance commitment and compensation arrangement, not applicable to peers
Commitments on competition, related party transactions and capital occupation
4. Pengxin group
