Citic Securities Company Limited(600030)
About Hangzhou Mdk Opto Electronic Corporation Limited(688079)
2021 continuous supervision report
Name of the sponsor: Citic Securities Company Limited(600030) abbreviation of the sponsor: Hangzhou Mdk Opto Electronic Corporation Limited(688079)
Name of sponsor representative: Ding Xudong Tel.: 02120262206
Name of sponsor representative: Zhai Cheng Tel.: 02120262202
1、 Overview of sponsor work
On March 2, 2021, Hangzhou Mdk Opto Electronic Corporation Limited(688079) (hereinafter referred to as Hangzhou Mdk Opto Electronic Corporation Limited(688079) or the company) was listed on the Shanghai Stock Exchange. According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation Relevant laws and regulations, such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), and the recommendation and underwriting agreement signed with Hangzhou Mdk Opto Electronic Corporation Limited(688079) , Citic Securities Company Limited(600030) (hereinafter referred to as jiancitic securities or the recommendation institution) as the recommendation institution, continuously supervise Hangzhou Mdk Opto Electronic Corporation Limited(688079) from March 3, 2021 to December 31, 2024.
The continuous supervision of Citic Securities Company Limited(600030) on Hangzhou Mdk Opto Electronic Corporation Limited(688079) in 2021 is summarized as follows:
(I) supervision on the use of raised funds
According to the reply on Approving the registration of the initial public offering of shares of Hangzhou meidikai Photoelectric Technology Co., Ltd. (zjxk [2021] No. 149) issued by the China Securities Regulatory Commission on January 19, 2021, the company issued 100333334 ordinary shares (A shares) to the public for the first time, with an issue price of 10.19 yuan per share and a total amount of 102239667346 yuan of funds raised in the issuance of new shares, After deducting the issuance expenses of 8033147918 yuan (excluding value-added tax), the net amount of raised funds is 94206519428 yuan. Tianjian Certified Public Accountants (special general partnership) verified the availability of funds for this issuance on February 25, 2021, and issued the capital verification report (tjy [2021] No. 77).
In order to standardize the use and management of the company’s raised funds, improve the use efficiency of the raised funds and protect the legitimate rights and interests of investors, in accordance with the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, and the guidelines for the application of the self regulatory rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other laws and regulations, In combination with the actual situation, the company has formulated the management measures for raised funds (hereinafter referred to as the “management measures”). After the raised funds are received, the company has stored the raised funds in a special account, and has signed the tripartite supervision agreement on the storage of raised funds in a special account and the quadripartite supervision agreement on the storage of raised funds in a special account with the sponsor and the commercial bank that stores the raised funds in a special account. There is no significant difference between the above regulatory agreement and the model regulatory agreement of Shanghai Stock Exchange. When using the raised funds, the company has strictly followed the provisions of the system and agreement.
As of December 31, 2021, Hangzhou Mdk Opto Electronic Corporation Limited(688079) has used a total of Shaanxi Meibang Pharmaceutical Group Co.Ltd(605033) 400 yuan of raised funds, and the balance of the raised funds account is 337031800 yuan. The details are as follows:
Unit: RMB 10000
Item No. amount
Net amount of raised funds a 9420652
Project input B1-
Accumulated net interest income as of the beginning of the period B2-
B3 short term supplementary working capital-
Permanent supplementary working capital B4-
Project input C14673588
Net interest income C2 123255 current amount
Short term supplementary working capital C31000000
Permanent supplementary working capital C4 500000
Project investment D1 = B1 + C14673588
Accumulated net interest income by the end of the period D2 = B2 + C2 123255
Short term supplementary working capital D3 = B3 + C31000000
Permanent supplementary working capital D4 = B4 + C4 500000
The balance of funds raised should be e = a-d1 + d2-d3-d43370318
Actual balance of raised funds f 3370318
Item No. amount
Difference g = E-F-
Note: the additive tail difference is the rounding difference.
During the continuous supervision period in 2021, the recommendation institution supervised and verified the use of the raised funds to ensure that Hangzhou Mdk Opto Electronic Corporation Limited(688079) can use the raised funds according to law and safeguard the interests of the majority of investors. On July 15, 2021, the recommendation institution conducted an on-site inspection on the use of Hangzhou Mdk Opto Electronic Corporation Limited(688079) raised funds, and verified the use certificate of raised funds, bank statement of raised funds, use of special account of raised funds, etc.
(II) corporate governance supervision
Before the issuance and listing, Hangzhou Mdk Opto Electronic Corporation Limited(688079) has established and improved the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working system of independent directors, the fair decision-making system of connected transactions, the management system of external guarantees and other rules and regulations. In 2021, Hangzhou Mdk Opto Electronic Corporation Limited(688079) company’s articles of association and the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors were implemented. Directors, supervisors and senior managers performed their duties in accordance with the requirements of relevant laws, regulations and relevant business rules of Shanghai Stock Exchange. The company was in good governance and effectively implemented the above rules and regulations. On July 15, 2021, the recommendation institution checked the establishment, improvement and implementation of Hangzhou Mdk Opto Electronic Corporation Limited(688079) rules and regulations through on-site inspection.
(III) on site inspection
On July 15, 2021, the sponsor conducted an on-site inspection on Hangzhou Mdk Opto Electronic Corporation Limited(688079) and comprehensively verified the corporate governance and internal control, information disclosure, independence of the company, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, external guarantees, major foreign investment, business conditions and other aspects. After the on-site inspection, Citic Securities Company Limited(600030) according to the requirements of relevant regulations, submitted the on-site inspection report of continuous supervision to Shanghai Stock Exchange.
(IV) guidance and training
The recommendation institution trained Hangzhou Mdk Opto Electronic Corporation Limited(688079) the directors, supervisors, senior managers and relevant personnel on the standardized operation of the companies listed on the Shanghai Stock Exchange before and after listing, such as corporate governance, information disclosure, fund-raising management, internal control and the responsibilities of directors and supervisors. In the daily supervision and communication, the recommendation institution provides guidance and brief training to the directors, supervisors and senior managers of the company, including capital market knowledge, information disclosure, application of raised funds, external guarantee, related party transactions, etc.
(V) attendance at the board of directors and general meeting of shareholders of the company as nonvoting delegates
In 2021, Hangzhou Mdk Opto Electronic Corporation Limited(688079) held 8 meetings of the board of directors, 6 meetings of the board of supervisors and 2 general meetings of shareholders. The sponsor representative did not attend the board of directors of the company as a nonvoting delegate, but reviewed the relevant proposals of the meeting in advance or afterwards, urged the company to disclose the relevant meeting documents and resolutions in time, and earnestly performed the responsibility of sponsor.
(VI) related party transactions, external guarantees, major foreign investment and relevant verification opinions
The recommendation institution checked the company’s related party transactions, external guarantees and major foreign investment by consulting financial data and relevant documents and communicating with relevant personnel of the company. In accordance with the regulations, the company has formulated internal systems such as the articles of association, foreign investment management system, related party transaction management system, foreign guarantee management system and information disclosure management system to clarify the decision-making procedures, risk management, information disclosure and other matters of related party transactions, foreign guarantees and major foreign investment. There was no illegal related party transactions, foreign guarantees and information disclosure in 2021 Major foreign investment. 2、 Sponsor’s review of information disclosure of listed companies
The sponsor reviewed the information disclosure documents of Hangzhou Mdk Opto Electronic Corporation Limited(688079) 2021 in advance or afterwards, including the resolution announcement of the board of directors and the board of supervisors, the information and resolution announcement of the general meeting of shareholders, the relevant announcement of the management and use of raised funds, and supervised the work of Hangzhou Mdk Opto Electronic Corporation Limited(688079) 2021 annual report. According to the sponsor’s inspection of the company’s three meeting documents and meeting minutes, and through comparative analysis with the relevant information disclosed on the designated network, the company carries out information disclosure activities in strict accordance with the provisions of the regulatory authorities and publicly publishes various announcements according to law, so as to ensure that all major information disclosure is timely, accurate, true and complete, and there are no false records, misleading statements or major omissions. 3、 Whether the listed company has any matters that should be reported to the CSRC and the Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of the Shanghai Stock Exchange
None. 4、 Other matters
None.
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