Citic Securities Company Limited(600030)
About Shanghai Awinic Technology Co.Ltd(688798)
On site inspection report of continuous supervision in 2021
In accordance with relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange’s science and innovation board and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, Citic Securities Company Limited(600030) (hereinafter referred to as the “sponsor” and ” Citic Securities Company Limited(600030) “) as the sponsor performing the continuous supervision of Shanghai Awinic Technology Co.Ltd(688798) (hereinafter referred to as the ” Shanghai Awinic Technology Co.Ltd(688798) ” and “the company”), conducted on-site inspection on the standardized operation of the company’s initial public offering of shares from the listing date of the science and innovation board to the on-site inspection period (hereinafter referred to as the “continuous supervision period”), The relevant situation of the on-site inspection is reported as follows: first, the basic situation of the on-site inspection
(I) recommendation institution
Citic Securities Company Limited(600030)
(II) sponsor representative
Peng Jie, Wang Bin
(III) on site inspection time
January 10, 2022
(IV) on site inspectors
Peng Jie, Liu Yulin
(V) on site inspection contents
Corporate governance and internal control, information disclosure, independence, large capital transactions, use of raised funds, related party transactions, external guarantees, major foreign investment, business status of the company and performance of commitments, etc. (VI) on site inspection means
2. Consult the company’s current effective articles of association, corporate governance system, internal control and other documents;
3. Check the documents of the three previous meetings held by the company during the continuous supervision;
4. Check the information disclosure documents of the company during the continuous supervision period;
5. Check the company’s account for the use of raised funds and the bank statement of the special account for raised funds during the continuous supervision period; 6. Check the related party transactions, external guarantees and external investments of the company during the continuous supervision period. 2、 Specific matters and opinions of on-site inspection
(I) corporate governance and internal control
The on-site inspectors checked the company’s newly revised articles of association, the meeting materials of the company’s general meeting of shareholders, the board of directors and the board of supervisors, and interviewed the company’s senior executives and other relevant personnel.
After verification, the sponsor believes that during the continuous supervision period, the articles of association and corporate governance system are complete and compliant, the relevant systems are effectively implemented, the directors, supervisors and senior managers of the company can perform their responsibilities in accordance with the requirements of relevant regulations, and the internal control system is effectively implemented.
(II) information disclosure
The on-site inspectors checked the documents of the third meeting of the company, the information disclosure list and documents, and the audit records of information disclosure, compared them with the relevant information disclosed by the designated network, and interviewed the executives on the information disclosure.
After verification, the sponsor believes that during the continuous supervision period, Shanghai Awinic Technology Co.Ltd(688798) has truly, accurately and completely fulfilled the obligation of information disclosure, and there are no false records, misleading statements and major omissions in the information disclosure.
(III) independence and capital transactions with controlling shareholders, actual controllers and other related parties. After checking the transactions and capital transactions between the company and controlling shareholders, actual controllers and other related parties, the sponsor believes that during the continuous supervision period, Shanghai Awinic Technology Co.Ltd(688798) assets are complete, and personnel, institutions, business and Finance remain independent, There is no illegal possession of funds of listed companies by related parties.
(IV) use of raised funds
According to the reply on Approving the registration of Shanghai Awinic Technology Co.Ltd(688798) initial public offering (zjxk [2021] No. 1953) issued by China Securities Regulatory Commission on June 4, 2021, the company issued 41.8 million RMB common shares (a) in the initial public offering, with an issue price of 76.58 yuan per share and a total raised capital of 3201044000 yuan; After deducting the issuance expenses, the net amount of funds actually raised is RMB 3035261414.64.
All the above raised funds were received on August 10, 2021. Daxin Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering of shares, and issued the capital verification report (Daxin Yan Zi [2021] No. 4-00042) on August 10, 2021.
The company has adopted a special account storage system for the raised funds and established relevant special accounts for the raised funds. The company has established relevant special accounts for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The recommendation institution has signed the tripartite supervision agreement for raised funds and the quadripartite supervision agreement for raised funds with the company and the commercial bank storing the raised funds.
The on-site inspectors checked the supervision agreement of raised funds, bank statements and standing books for the use of raised funds, and consulted the meeting minutes and announcements related to the use of raised funds.
After verification, the sponsor believes that during the continuous supervision period, the company has well implemented the management and use system of raised funds, the raised funds are deposited in the special account of raised funds, and has signed the supervision agreement of raised funds with the sponsor and the bank storing the raised funds. The raised funds of the company are not occupied by the controlling shareholders and actual controllers, there are no cases of illegal entrusted financial management, and there are no cases of changing the purpose of the raised funds without performing the review procedures. The company has no other violation of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. The use of the company’s raised funds this year did not violate the relevant laws and regulations of the state on anti money laundering.
(V) related party transactions, external guarantees and major foreign investment
The on-site inspectors consulted the articles of association and other internal relevant systems, resolutions of the board of directors and the general meeting of shareholders and information disclosure documents, and interviewed relevant personnel to understand the company’s external guarantee, related party transactions and external investment.
After verification, the sponsor believes that the company has standardized the decision-making authority and decision-making mechanism of related party transactions, external guarantees and foreign investment, and there are no illegal related party transactions, external guarantees and major foreign investment.
(VI) operating conditions
The on-site inspectors consulted relevant industry and market information and major sales contracts, and interviewed the company’s executives on the company’s operating performance to understand the recent changes in the industry and market of the company’s main business. After verification, the recommendation institution believes that the company’s business model and business structure have not undergone major adverse changes, and the business condition is good.
(VII) other matters that the sponsor considers should be subject to on-site inspection
None.
3、 Matters and suggestions brought to the attention of listed companies
It is suggested that the company continue to improve the governance structure of listed companies and fulfill the obligation of information disclosure in time in strict accordance with the requirements of laws and regulations such as the company law, the securities law and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange. Continuously and reasonably arrange the use of raised funds, orderly promote the construction and implementation of raised investment projects, and ensure the completion of raised investment projects and realize the expected income.
4、 Are there any matters that should be reported to CSRC and Shanghai Stock Exchange as stipulated in the recommendation measures and relevant rules of Shanghai Stock Exchange
During this on-site inspection, no matters that should be reported to the CSRC or Shanghai Stock Exchange as stipulated in the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange were found.
5、 Cooperation of listed companies and other intermediaries
During the continuous supervision of the sponsor on the on-site inspection in 2021, the company gave active cooperation and provided necessary support for this on-site inspection.
6、 Conclusion of this site inspection
The on-site inspection team of the sponsor has carried out on-site inspection on all major aspects of the company. After inspection, it is considered that the corporate governance is standardized, a relatively perfect internal control system has been established and effectively implemented; The implementation of information disclosure is good; It has maintained independence in terms of assets, personnel, finance, institutions and business, and there is no case of related parties occupying the company’s funds in violation of regulations; Strictly abide by the management and use system of raised funds, and there is no illegal use of raised funds; There are no illegal related party transactions, external guarantees and major foreign investment. The above major aspects meet the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange.
(no text below)
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) on Shanghai Awinic Technology Co.Ltd(688798) 2021 annual on-site inspection report of continuous supervision) sponsor representative:
Peng Jie, Wang Bin
Citic Securities Company Limited(600030) (official seal) February 7, 2022
