Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd
Annual report on continuous supervision in 2021
Sponsor Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting listed company (abbreviated as Shang Gong Group Co.Ltd(600843) , Shanggong B-share sponsor Co., Ltd.)
Recommended by: Wang mingpeng, representative of listed company: 84924
Report year 2021 report date April 28, 2022
Approved by the China Securities Regulatory Commission in the document of zjxk [2014] No. 237, the company issued 99702823 RMB ordinary shares (A shares) to 7 specific investors in March 2014, with a par value of RMB 1 per share, an issue price of RMB 6.73 per share, and the total amount of raised capital of RMB 67099999879. After deducting the issuance expenses of RMB 3279176781, The net amount of raised funds actually received is RMB 63820823098.
With the approval of the China Securities Regulatory Commission in the document zjxk [2020] No. 2269, the company issued 164576880 RMB ordinary shares (A shares) to 8 specific investors in August 2021, with a par value of 1 yuan per share and an issue price of 4.95 yuan per share. The total amount of funds raised was 814655556 yuan. After deducting the issuance expenses of 1765499098 yuan, The net amount of raised funds actually received is RMB 797 Chongqing Sanxia Paints Co.Ltd(000565) 02.
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor" or "sponsor") is the sponsor of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as " Shang Gong Group Co.Ltd(600843) " or "company") for the above non-public issuance of a shares, This report is issued in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the recommendation measures), the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, and the specific contents are as follows:
1、 Continuous supervision
No. work content completion or supervision
1. Establish, improve and effectively implement the continuous supervision system, formulate the continuous supervision system for the sponsor, formulate the corresponding work plan for the specific continuous supervision work, and formulate the corresponding work plan.
According to the relevant provisions of the CSRC, a recommendation agreement has been signed with the company at the beginning of the continuous supervision work. Before the Association 2, a continuous supervision agreement has been signed with the listed company or relevant parties to clarify the discussions between both parties during the continuous supervision, clarify the rights and obligations of both parties during the continuous supervision, and report their rights and obligations.
Record of Shanghai Stock Exchange
The sponsor representative and the project team continuously understand the company's operation through daily communication with the company, and carry out continuous supervision and review of the company's 2021 annual report by means of daily communication, regular return visit, on-site inspection and due diligence, Checked the operation of the company's three sessions, the use of raised funds, major investments, related party transactions, external guarantees, etc.
During the period of continuous supervision, if the listed company fails to make a public statement on the illegal and illegal matters of the listed company in 2021 in accordance with the relevant regulations, it shall report to the company's illegal and illegal exchange that makes a public statement before disclosure, and the matters shall be reported to the designated media after being reviewed by the Shanghai Stock Exchange.
On body announcement
During the period of continuous supervision, the listed company or relevant parties violate the law
Violations, breaches of commitments and other matters shall be self discovered or should be discovered
Report to the Shanghai Stock Exchange within five working days from the date of May, and report to the company or relevant parties that there is no report in 2021, including violations of laws and commitments by the listed company or relevant parties.
The specific circumstances of regulations, breach of commitments and other matters, and the measures taken by the sponsor
Supervision measures, etc
Supervise the listed company and its directors, supervisors and senior managers to abide by the company's directors, supervisors and senior managers, 6 abide by the laws, regulations, departmental rules and the issuance of laws and regulations by Shanghai Stock Exchange, and do not violate the business rules and other normative documents undertaken, and earnestly fulfill their commitments.
Commitments made
Supervise listed companies to establish, improve and effectively implement the corporate governance system, and have supervised the company to establish, improve and effectively implement 7 degrees, including but not limited to the general meeting of shareholders, the board of directors and the board of supervisors, the corporate governance system, the articles of association and rules of procedure, as well as the behavior rules of directors, supervisors and senior managers The rules of procedure of the board of supervisors comply with relevant laws and regulations.
Supervise the listed companies to establish, improve and effectively implement the internal control system, including the verification of the design and implementation of the company's internal control system, including but not limited to the financial management system, accounting system and internal and effectiveness. These internal control 8 audit systems, as well as the use of raised funds, related party transactions and external systems, meet the requirements of relevant laws and regulations, and can guarantee, foreign investment, derivative transactions The control of the subsidiary company proves the standardized operation of the company.
Procedures and rules for major business decisions, etc
Supervise listed companies to establish, improve and effectively implement the information disclosure system. The company has established, improved and effectively implemented the information disclosure system, reviewed the information disclosure documents and other relevant documents, and has a full disclosure system. After verification, the company has reason to believe that the documents submitted by the listed company to the Shanghai Stock Exchange do not contain false documents, false records, misleading statements or major omissions.
Review the information disclosure documents of the listed company and other documents submitted by the sponsor to the Shanghai stock exchange during the continuous supervision of the CSRC and the last 2021 year in advance, and timely urge the listed company to correct or supplement the information disclosure documents of the company and the information disclosure documents with problems in the last 10 years. If the listed company does not correct or supplement, Review in advance or report to Shanghai Stock Exchange in time within the specified time limit. After the review, the company actively cooperated.
Failing to review the information disclosure documents of the listed company in advance,
As of the signing date of this report, as of five trading days after the listed company performs its information disclosure obligations, there is no situation that the review of relevant documents is completed within the letter 11, and the company's information disclosure documents need to be corrected or supplemented by the listed company in time due to major problems in the existing interest disclosure
If the listed company does not make corrections or supplements, it shall report to Shanghai Securities in a timely manner
Exchange report
Pay attention to the listed company or its controlling shareholders, actual controllers, directors
Supervisors and senior managers are subject to administrative punishment by the CSRC. After verification, during the continuous supervision period, the company has not issued 12 disciplinary sanctions by the Shanghai Stock Exchange or been punished by the Shanghai Stock Exchange
And supervise and urge them to improve their internal control
System and take measures to correct it
Continue to pay attention to the performance of the commitments made by the listed company, its controlling shareholders and actual controllers during the continuous supervision in 2021. If the listed company, its controlling shareholders, actual controlling shareholders and actual controllers do not have any person to fulfill their commitments, they shall timely report the outstanding commitments to Shanghai Stock exchange
report
Pay attention to the reports of public media on listed companies, and timely check the rumors of the company during the continuous supervision of the city in 2021. After verification, if it is found that the listed company has major matters that should be disclosed but not disclosed, or 14 disclosure of major matters that are not disclosed, or inconsistent with the disclosed information and facts and the disclosed information and facts, it shall timely urge the listed company to truthfully disclose or clarify the situation, and there is no need to clarify with Shanghai Securities Exchange; If the listed company does not disclose or clarify, it shall report the situation to Shanghai Stock Exchange in time
Stock exchange report
If one of the following circumstances is found, the sponsor shall urge the listed company to do so
Give explanations and make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time
(I) the listed company is suspected of violating the listing rules
Relevant business rules of Shanghai Stock Exchange; (II) securities service machine
15. The professional opinions issued by the organization and its signatories may be false. During the continuous supervision in 2021, the company did not record, misleading statements or major omissions and other violations of laws and regulations, or such situations occurred
Other improper circumstances; (III) listed companies appear in the recommendation measures
The circumstances specified in articles 71 and 72; (IV) upper
The municipal company does not cooperate with the sponsor's continuous supervision; (V) Shanghai
Other circumstances that the stock exchange or the sponsor deems necessary to report
The recommendation institution has formulated the on-site inspection plan for listed companies, defined the on-site inspection plan, and defined the on-site inspection requirements to ensure the quality of on-site inspection; On December 20, 2021, the company conducted continuous supervision and on-site inspection
In case of any of the following circumstances of a listed company, the sponsor shall know it by itself
Or within 15 days from the date when they should know or Shanghai Stock Exchange
Conduct special on-site inspection on listed companies within the required time limit:
(I) suspected of major financial fraud; (II) controlling shareholders
17. The actual controller and its affiliates are suspected of fund occupation; (III) during the period of continuous supervision in 2021, the company failed to provide guarantee for major violations; (IV) the controlling shareholders and actual controlling shareholders have such circumstances
The maker and its affiliates, directors, supervisors or senior managers
Suspected of embezzling the interests of listed companies; (V) capital flow or cash flow
Major anomalies in gold flow; (VI) recognition by the exchange or the sponsor
Other matters that should be subject to on-site verification.
During the period of continuous supervision in 2021, the recommendation institution paid continuous attention to the commitment matters such as the special account deposit of the raised funds of listed companies, 18 the special account deposit of the raised funds of listed companies, the raised funds deposit, the use of the raised funds, the use of investment items, the implementation of investment projects and the implementation of investment projects, And issued special verification opinions on the storage and use of raised funds
2、 Review of information disclosure
Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor reviewed the information disclosure documents of Shang Gong Group Co.Ltd(600843) non-public offering of shares from the date of listing of the issued securities to the date of issuance of this report in advance or in a timely manner afterwards, and checked the content and format of the information disclosure documents and the relevant procedures performed: reviewed the content and format of the company's information disclosure documents to make sure that their contents are true, accurate and complete without false records Misleading statements and major omissions, and the format complies with relevant regulations; Review the convening and convening procedures of the company's extraordinary general meeting of shareholders, the board of directors and the board of supervisors to ensure their legality and compliance; Review the qualifications of the attendees, proposals and voting procedures of the general meeting of shareholders, the board of directors and the board of supervisors, and make sure that they comply with relevant regulations and the articles of association.
After verification, the sponsor believes that Shang Gong Group Co.Ltd(600843) strictly carries out information disclosure in accordance with the relevant provisions of the securities regulatory authorities, and publicly publishes various periodic reports and interim reports according to law, so as to ensure that the disclosure of all major information is true, accurate, complete, timely and effective, and there are no false records, misleading statements or major omissions. 3、 Listed companies are
