Sino German Securities Co., Ltd. on Zhejiang Chenfeng Science And Technology Co.Ltd(603685)
Annual report on continuous supervision in 2021
Name of Sponsor: Sino German Securities Co., Ltd. abbreviation of the sponsor: Zhejiang Chenfeng Science And Technology Co.Ltd(603685)
Name of sponsor representative: Han zhengkui Tel.: 01059026666
Name of sponsor representative: Zhao Yu Tel: 01059026666
With the approval of zjxk [2021] No. 1955 document of China Securities Regulatory Commission, Zhejiang Chenfeng Science And Technology Co.Ltd(603685) (hereinafter referred to as " Zhejiang Chenfeng Science And Technology Co.Ltd(603685) ", "company" or "issuer") publicly issued 4150000 convertible corporate bonds to the public, with a face value of RMB 100.00 each, raising a total of RMB 415 million. Zhongde Securities Co., Ltd. (hereinafter referred to as "sponsor" and "sponsor") serves as its continuous supervision sponsor, and the continuous supervision period is from September 17, 2021 to December 31, 2022.
During the continuous supervision period from September 17, 2021 to December 31, 2021, the recommendation institution and the recommendation representative shall, in accordance with the relevant provisions of the administrative measures for the recommendation business of securities issuance and listing (hereinafter referred to as the "recommendation measures") and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), through daily communication, regular return visit, on-site inspection By means of due diligence, the issuer will continue to supervise the issuer to fulfill its obligations of standardized operation, keeping its commitments, information disclosure and so on after the issuer publicly issues convertible corporate bonds for listing. 1、 Overview of sponsor work
Project work content
1. Establish, improve and effectively implement the continuous supervision system, have established, improved and effectively implemented the continuous supervision system, and formulate corresponding work plans for specific continuous supervision work, and formulate corresponding work plans according to the situation of the company
2. In accordance with the relevant provisions of the China Securities Regulatory Commission, continue to supervise the work
Prior to the commencement, a recommendation agreement has been signed with the listed company or relevant parties. The agreement has defined the continuous supervision agreement of both parties, the rights and obligations of both parties during the continuous supervision period, and reported to Shanghai stock exchange for filing
3. Carry out continuous supervision on the company through daily communication, regular return visit, on-site inspection, due diligence recommendation representative and project team personnel through daily communication, regular return visit, on-site inspection and other means
Guide work
4. During the period of continuous supervision, the listed company shall be punished in violation of relevant regulations
If the issuer makes a public statement on any violation of the law, it shall be verified upward before disclosure. During the continuous supervision period, the issuer has no violation of the law that needs to be reported by the Shanghai Stock Exchange and made a public statement after being reviewed by the Shanghai Stock Exchange
Announce on designated media
5. During the period of continuous supervision, if the listed company or relevant parties violate laws, regulations and commitments, they shall report to Shanghai stock exchange for verification within five working days from the date of discovery or should be found. During the period of continuous supervision, the issuer and relevant parties shall report that the listed company or relevant parties do not violate laws, regulations and commitments, and are in violation of laws and regulations The specific circumstances of the violation of commitments and other matters, the supervision measures taken by the recommendation institution, etc. 6. Supervise the listed company and its directors, supervisors and senior management. After verification, during the continuous supervision, the issuer and relevant parties comply with laws, regulations and departmental rules, and there are no business rules and other normative documents issued by the Shanghai Securities Exchange in violation of relevant laws and regulations or failure to fulfill commitments, Fulfill all commitments made by the listed company according to the actual situation. 7. Supervise the listed company to establish, improve and effectively implement the corporate governance system, including but not limited to the general meeting of shareholders, the board of directors and supervisors. After verification, the company has established, improved and effectively implemented the rules of procedure of the company's meetings and the governance system and code of conduct of directors, supervisors and senior managers. 8. Supervise the listed company to establish, improve and effectively implement the internal control system, Including but not limited to the financial management system and accounting system. After verification, the company has established and improved various internal control systems, internal and internal audit systems, as well as the design and implementation of related party transactions and external control systems, which meet the requirements of relevant laws and regulations and are guaranteed, foreign investment, derivatives transactions and control over subsidiaries have been effectively implemented, and the procedures and rules for major business decisions such as the standardized operation of the company can be guaranteed Supervise the company to establish, improve and effectively implement the information disclosure system, have reviewed the information disclosure documents and other relevant documents, the degree of verification, reviewed the information disclosure documents and other relevant documents, and have a sufficient company information disclosure system. After review, the company's information disclosure sub reason is convinced that the system submitted by the listed company to the Shanghai Stock Exchange is complete, and the documents submitted by the company to the Shanghai Stock Exchange are free of false records Misleading statements or material omissions comply with the provisions of relevant laws and regulations on information disclosure of listed companies
10. Review the information disclosure documents of listed companies and other documents submitted to the CSRC and Shanghai Stock Exchange in advance, and timely urge the information disclosure documents with problems to be corrected or supplemented to the CSRC and listed companies. If the listed company does not correct or supplement other documents submitted by Shanghai Stock Exchange, It should report to Shanghai stock exchange for review and make corrections and supplements in a timely manner. The company has given positive 11. It has not cooperated with the information disclosure documents of Listed Companies in advance. As of the date of issuance of this report, the company has no information that needs to be corrected or supplemented due to major problems in interest disclosure within five trading days after the listed company performs its information disclosure obligations. The company shall timely urge the listed company to correct or supplement the existing information disclosure documents. If the listed company does not correct or supplement, it shall timely report to Shanghai Stock Exchange Pay attention to the listed company or its controlling shareholders, actual controllers, directors, supervisors and senior managers who have been verified by the CSRC, and the issuer and relevant parties have not been subject to administrative punishment or disciplinary action of Shanghai stock exchange during the continuous supervision period, or no such situation has occurred during the period, and the Shanghai Stock Exchange has issued a supervision concern letter, and urge them to improve their internal control system and take measures to correct it Continue to pay attention to the performance of commitments by listed companies, controlling shareholders and actual controllers. If the listed companies, controlling shareholders and actual controllers fail to perform their commitments during the continuous supervision period, the issuer and relevant parties shall report to the Shanghai Stock Exchange in a timely manner
14. Pay attention to public media reports on listed companies and timely
Check market rumors.
After verification, if it is found that the listed company has verified that there are no major matters that should be disclosed but not disclosed by the issuer during the continuous supervision period, or there are major matters that should be disclosed but not disclosed in the disclosed letter, or the disclosed information and interest are inconsistent with the facts, it shall timely urge the listed company to truthfully disclose the inconsistency
Disclose or clarify; If the listed company does not disclose or clarify,
It shall report to Shanghai Stock Exchange in time
15. In case of any of the following circumstances, the recommendation institution shall urge the applicant
The municipal company shall make explanations and make corrections within a time limit, and report to Shanghai securities at the same time
Exchange report:
(I) the listed company is suspected of violating the listing rules and other Shanghai Securities
Relevant business rules of the stock exchange;
(II) the professional certificate issued by the securities service institution and its signers has been verified, and the issuer has no opinions during the continuous supervision period, which may contain false records, misleading statements or material omissions
Omission and other violations of laws and regulations or other improper circumstances;
(III) listed companies appear in Article 71 of the recommendation measures
Circumstances stipulated in Article 72;
(IV) the listed company fails to cooperate with the recommendation institution in its continuous supervision;
(V) the Shanghai Stock Exchange or the recommendation institution deems it necessary to report
Other situations reported
From December 16 to December 17, 2021, the recommendation institution formulated the on-site inspection work plan for the listed company, which indicated that the company had conducted the on-site inspection, formulated the current on-site inspection work requirements before the on-site inspection, ensured the on-site inspection work quality, the on-site inspection work plan and work requirements, and notified the company in advance, and issued the on-site inspection report after the on-site inspection
17. A listed company shall be aware of any of the following circumstances:
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) non controlling shareholders, actual controllers or other related parties
Operating occupation of funds of listed companies;
(II) providing guarantee for others in violation of regulations; After verification, the issuer did not use the raised funds in violation of (III) during the continuous supervision period; Such circumstances
(IV) conduct securities investment and hedging business in violation of regulations;
(V) related party transactions are obviously unfair or fail to perform the approval procedures and procedures
Information disclosure obligations;
(VI) loss in performance or decrease in operating profit over the same period of last year
Reduce by more than 50%;
(VII) other circumstances required by Shanghai Stock Exchange
18. Supervise the storage and use of the company's special account for raised funds. After verification, the company implements special account storage for raised funds, and the use of raised funds meets the requirements of relevant laws and regulations
2、 Review of information disclosure
The recommendation institution reviewed the public information disclosure documents during the continuous supervision period of Zhejiang Chenfeng Science And Technology Co.Ltd(603685) 2021, including
Announcement of resolutions of the board of directors, information and resolutions of the general meeting of shareholders, use of raised funds, related party transactions and foreign investment, and supervised the annual report of Zhejiang Chenfeng Science And Technology Co.Ltd(603685) 2021. By examining the relevant working papers of Zhejiang Chenfeng Science And Technology Co.Ltd(603685) information disclosure documents and comparing and analyzing the relevant information disclosed on the designated network, the sponsor believes that the company can carry out information disclosure activities in strict accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, which is in line with the provisions of relevant laws and regulations on information disclosure of listed companies. 3、 Whether the listed company has any matters that should be reported to the CSRC and the Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant rules of the Shanghai Stock Exchange
Upon verification, Zhejiang Chenfeng Science And Technology Co.Ltd(603685) during this continuous supervision, there are no matters that should be reported to the CSRC and Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange.
(there is no text on this page, which is the signature and seal page of the annual report of Zhongde Securities Co., Ltd. on continuous supervision in Zhejiang Chenfeng Science And Technology Co.Ltd(603685) 2021)
Sponsor representative:
Han zhengkui
Zhao Yu
Sino German Securities Co., Ltd. mm / DD / yyyy
