Dongxing Securities Corporation Limited(601198)
About Shenzhen Jame Technology Corp.Ltd(300868)
2021 site inspection report
Name of recommendation institution: Dongxing Securities Corporation Limited(601198) abbreviation of the recommended company: Shenzhen Jame Technology Corp.Ltd(300868)
Name of sponsor representative: Peng Dan Tel: 010-6655 5253
Name of sponsor representative: Jia Weiqiang Tel: 010-6655 5253
Name of on-site inspector: Jia Weiqiang, Zeng Bo
Corresponding period of on-site inspection: January 2021 to December 2021
On site inspection time: January 17-18, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means:
Consult the articles of association, the rules of procedure and rules and regulations of the general meeting of shareholders, the board of directors and the board of supervisors; Review the materials of the previous board of directors, board of supervisors and shareholders' meetings of the company, including meeting notices, attendance forms, meeting minutes, meeting resolutions, announcements, etc; Interview some directors and senior executives of the company; Understand whether there are situations affecting the independence of the company and its affiliated enterprises in terms of personnel, assets, finance and business; Understand the basic situation of corporate governance; Check whether there are violations such as horizontal competition and obviously unfair related party transactions.
1. Whether the articles of association and corporate governance system are complete and compliant √
2. Whether the articles of association and the rules of the three sessions have been effectively implemented √
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees and √ contents of the meeting are complete, and whether the meeting materials are kept completely
4. Whether the resolution of the third meeting is signed and confirmed by relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior management of the company perform their duties in accordance with relevant laws and regulations and relevant business rules of the exchange
6. If there is a major change in the directors, supervisors and senior management of the company, whether the corresponding procedures and letter have been fulfilled √
Interest disclosure obligation
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled √
Corresponding procedures and information disclosure obligations
8. Whether the company's personnel, assets, finance, organization and business are independent √
9. Whether there is no horizontal competition between the company and its controlling shareholders and actual controllers √
(II) on site inspection means of internal control:
Consult the data of the internal audit department, including the internal audit system and the working documents of the internal audit department; Access to the information of the audit committee, including the working rules, personnel composition and meeting minutes of the Audit Committee; Consult the company's internal control evaluation report, foreign investment management system, board resolutions related to investment decisions, foreign investment transaction records, etc; Check the bank statement and Sub Ledger of the special account for raised funds.
1. Whether the internal audit system is established and the internal audit department √ door is established in accordance with relevant regulations (if applicable)
2. Whether the internal audit system is established within six months after the listing of shares and √
Audit Department of the Department (if applicable) 3. Whether the personnel composition of the internal audit department and the audit committee is in compliance (if applicable) 4. Whether the audit committee holds a meeting at least once a quarter to review the work plan and report submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the internal audit progress, quality and major problems found to the board of directors at least once a quarter (if applicable) 6. Whether the internal audit department reports the implementation of the internal audit work plan and the problems found in the internal audit work to the audit committee at least once a quarter (if applicable) 7 Whether the internal audit department conducts an audit on the deposit and use of raised funds at least once a quarter (if applicable) 8. Whether the internal audit department submits the internal audit work plan for the next year to the Audit Committee (if applicable) 2 months before the end of each fiscal year 9 Whether the internal audit department submits the annual internal audit report (if applicable) to the audit committee within two months after the end of each fiscal year 10. Whether the internal audit department submits the internal control evaluation report (if applicable) to the audit committee at least once a year 11. Engaging in venture capital, entrusted financial management Whether the hedging business and other matters have √ established a complete and compliant internal control system (III) on-site inspection means of information disclosure:
Consult the company's information disclosure management system and information disclosure documents; Review the materials of the previous board of directors, board of supervisors and shareholders' meetings of the company, including meeting notices, attendance forms, meeting minutes, meeting resolutions, announcements, etc; Check the records of investors' visits and the record of investor relations activities published on the website of Shenzhen Stock Exchange.
1. Whether the announcement disclosed by the company is consistent with the actual situation √
2. Whether the contents disclosed by the company are complete √
3. Whether the disclosed matters of the company have not changed significantly or made important progress √
4. Whether there are no major events that should be disclosed but not disclosed √
5. Whether the transmission, disclosure process and confidentiality of major information comply with the relevant provisions of the company's √ information disclosure management system 6. Whether the record form of investor relations activities is published on the interactive website of the exchange in time √ (Ⅳ) on-site inspection means for the establishment and implementation of a long-term mechanism to protect the interests of the company from infringement:
Consult the provisions on related party transactions and external guarantees in the GEM Listing Rules of Shenzhen Stock Exchange, and obtain the company's related party transaction management system, external guarantee management system and other relevant provisions within the company; Obtain the list of related parties and related transaction materials of the company; Consult the company's regular reports, temporary announcements and other information disclosure materials; Consult the materials and information disclosure documents of the board of directors, the board of supervisors and the general meeting of shareholders to consider related party transactions and external guarantees; Interview relevant personnel of the company; Understand the related party transactions of the company and the implementation of the related party transaction system; Understand the legal compliance of the company's connected transactions.
1. Whether a system has been established to prevent the controlling shareholders, actual controllers and other related persons from directly or indirectly occupying the funds or other resources of the listed company 2. Whether the controlling shareholders, actual controllers and other related persons do not directly or indirectly occupy the funds or other resources of the listed company 3 Whether the review procedures of related party transactions are compliant and fulfill the corresponding information disclosure √ obligations
4. Whether the price of related party transactions is fair √
5. Whether there is no non related transaction √
6. Whether the external guarantee review procedure is compliant and fulfills the corresponding information disclosure meaning √
Affairs
7. Whether the guaranteed party is free from deterioration of financial condition and non repayment at maturity √
Debt and other situations
8. If the guaranteed debt continues to be guaranteed after maturity, has it been performed again √
Examination and approval procedures and disclosure obligations (V) on site inspection means for the use of raised funds:
Consult the company's raised funds management system and the relevant three meeting documents formulated and approved, obtain the three-party agreement on the deposit of raised funds and the relevant meeting approval documents, and verify whether the three-party supervision of raised funds is effectively implemented; Obtain the statement of the special account for raised funds and the standing book of raised funds, spot check the large amount payment voucher and original documents and other relevant materials of raised funds, and understand the specific situation of the use of raised funds.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place √
2. Whether the tripartite supervision agreement on raised funds is effectively implemented √
3. Whether the raised funds are not occupied by a third party or engaged in entrusted financial management in violation of regulations. 4. Whether there are no situations such as changing the purpose of the raised funds without performing the review procedures, temporarily √ replenishing working funds, replacing pre investment, changing the implementation location, etc. 5. Temporarily replenishing working funds with idle raised funds and investing the raised funds in
Change to permanent replenishment of working capital or replenishment of working capital with over raised capital √
Whether the company has not made high-risk investment during the commitment period in case of payment or repayment of bank loans
6. Whether the use of raised funds is consistent with the disclosed situation, project progress and investment √ (description)
Whether the benefits are consistent with the prospectus, etc. 1)
7. Whether there are no major risks during the implementation of the raised funds project √
(VI) on site inspection means of performance:
Check the regular reports, temporary announcements, financial reports, accounting statements and other relevant materials disclosed by the company; Consult industry research reports and periodic reports of Listed Companies in the same industry, conduct comparative analysis with the company, and understand the reasons for performance fluctuations; Check the contracts, original vouchers and other materials of main business activities, ask the actual controller and financial director of the company, and understand the company's financial status, performance fluctuations, risks faced by the company and the company's countermeasures.
1. Whether the performance fluctuates greatly √ (say)
Ming (2)
2. Whether there is a reasonable explanation for the large fluctuation of performance √
3. Compared with comparable companies in the same industry, is there no obvious abnormality in the company's performance √ (VII) on-site inspection methods for the performance of the company and shareholders' commitments:
Consult the commitment documents made by the company and its shareholders, actual controllers, directors, supervisors and senior managers, check other materials corresponding to the terms of performance of commitments, and understand the performance of commitments and relevant information disclosure; Consult the company's regular reports, temporary announcements and other information disclosure materials.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
(VIII) on site inspection means for other important matters:
Obtain relevant management system documents of the company and consult the public information disclosure documents of the company; Obtain relevant financial information such as the company's financial statements, important business contracts, large capital flow and account balance table, and ask the company's financial director to understand whether there are cash dividends, large capital flows and transaction reasons, and whether there are problems that need to be rectified.
1. Whether the cash dividend system is fully implemented and truthfully disclosed √
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed √
3. Whether large capital transactions have real transaction background and reasonable reasons √
4. Is there no significant change √ or risk during the performance of major investment or major contract
5. Whether there is no significant change or risk in the company's production and operation environment √
6. Whether the problems found by the early-stage regulators and sponsors have been solved according to the relevant √
II. Problems found in on-site inspection and description during on-site inspection, the inspectors noticed:
1. On the use of raised funds and the implementation of raised investment projects
The company has managed the raised funds in a special account, and signed a supervision agreement on the storage of the raised funds in the special account with the deposit bank of the raised funds and the lead underwriter.
After interviewing relevant personnel and consulting the use of raised funds, due to the changes in the market competition pattern of downstream customers and the optimization of the company's production expansion strategic planning, the planning and construction of the raised investment project "production expansion project of mobile intelligent terminal accessories" is delayed compared with the original planning, and the actual use amount of raised funds is small.
The sponsor has reminded the company to pay attention to the changes of internal and external situation, the use of raised funds and the implementation progress of raised investment projects, and fulfill the obligation of information disclosure in accordance with relevant regulations. The company will pay attention to relevant matters, continuously evaluate, demonstrate and optimize the use direction of raised funds, and fulfill the obligation of information disclosure in accordance with relevant regulations.
2. About performance fluctuation
From January to September 2021, the net profit attributable to the shareholders of the listed company was 34.1086 million yuan, a year-on-year decrease of 60.35%; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 10.3746 million yuan, a year-on-year decrease of 87.65%. After verification, there are three main reasons for the decline of the company's performance: first, due to the continuous global epidemic, the global "chip shortage" and other external factors, the competition pattern of the mobile intelligent terminal product industry has changed, and the business of some important customers of the company has been affected, resulting in the decline of the company's sales revenue to these customers and the decline of profits; Second, in 2021, the price of upstream raw materials increased and the cost of materials increased, resulting in a decline in gross profit; Third, after the company went public, with the strategic investment of the raised investment projects "R & D center construction project" and "brand construction and marketing network upgrading project", the R & D expenses and sales expenses increased significantly, resulting in a decline in profits.
The sponsor has reminded the company to pay attention to the future business development and operating performance.
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(there is no text on this page, which is the signature page of Dongxing Securities Corporation Limited(601198) on Shenzhen Jame Technology Corp.Ltd(300868) 2021 annual on-site inspection report)
Sponsor representative:
Peng Dan, Jia Weiqiang
