China Securities Co.Ltd(601066)
About Ningbo Xusheng Auto Technology Co.Ltd(603305)
On site inspection report of continuous supervision in 2021
Shanghai Stock Exchange:
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as the recommendation institution for Ningbo Xusheng Auto Technology Co.Ltd(603305) (hereinafter referred to as ” Ningbo Xusheng Auto Technology Co.Ltd(603305) ” or “company”) to publicly issue convertible corporate bonds, has undertaken the continuous supervision work not completed by the original recommendation institution of the Ningbo Xusheng Auto Technology Co.Ltd(603305) non-public offering project in 2020. According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange issued by the China Securities Regulatory Commission, China Securities Co.Ltd(601066) securities has conducted on-site inspection on Ningbo Xusheng Auto Technology Co.Ltd(603305) from February 10, 2022 to February 11, 2022, The on-site inspection is reported as follows:
1、 Basic information of this on-site inspection
The recommendation institution conducted on-site inspection on Ningbo Xusheng Auto Technology Co.Ltd(603305) from February 10, 2022 to February 11, 2022. On site inspectors include Yang Yimo, Yu Kangze and Wu Yuanchang (hereinafter referred to as the “project team”).
In the process of on-site inspection, the recommendation institution consulted and collected relevant documents and materials of Ningbo Xusheng Auto Technology Co.Ltd(603305) in combination with the actual situation of Ningbo Xusheng Auto Technology Co.Ltd(603305) , interviewed the company’s managers and employees, implemented necessary procedures including audit, verification and inquiry, and inspected the corporate governance and internal control, information disclosure, the independence of the company and the capital transactions with controlling shareholders and other related parties The use of raised funds, related party transactions, external guarantees, major foreign investment and business conditions, and completed this on-site inspection report on the basis of the above work.
2、 Opinions on on-site inspection items one by one
(I) corporate governance and internal control
Verification:
The project team consulted the meeting documents of the general meeting of shareholders, the board of directors, the board of supervisors and the special committee in Ningbo Xusheng Auto Technology Co.Ltd(603305) 2021, obtained the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors, the information disclosure system, the setting and change of internal institutions, the internal audit system and other documents, and verified the operation of the three meetings in 2021, And interviewed relevant personnel.
Verification opinions:
After verification, the sponsor believes that: Ningbo Xusheng Auto Technology Co.Ltd(603305) ‘s directors, supervisors and senior managers can perform their duties in accordance with relevant laws, regulations and relevant business rules of Shanghai Stock Exchange, and the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and rules of procedure of the board of supervisors can be effectively implemented, The insider management system of the company has been established and effectively implemented, and the corporate governance mechanism can play an effective role; The company’s internal organization setting and distribution of rights and responsibilities are scientific and reasonable, the scope of authority, approval procedures and corresponding responsibilities of the department or post business are clearly regulated, the composition and performance of duties of the internal audit department and the audit committee are in compliance, their assessment of the effectiveness of the internal control of the listed company is consistent with the facts, and the risk assessment and control measures can be effectively implemented.
(II) information disclosure
Verification:
The project team consulted Ningbo Xusheng Auto Technology Co.Ltd(603305) information disclosure management system, insider information registration system, documents publicly disclosed to the public in 2021 and investor research records, checked the contents of announcement documents and corresponding contracts, supporting documents and other materials, and focused on the inquiry and understanding of documents related to the three sessions and major business contracts, And interview relevant personnel.
Verification opinions:
After verification, the recommendation institution believes that in 2021, Ningbo Xusheng Auto Technology Co.Ltd(603305) carried out information disclosure activities in strict accordance with the relevant provisions of the securities regulatory authorities, and publicly released various regular reports and interim reports in accordance with the law, so as to ensure that the disclosure of major information is true, accurate, complete, timely and effective, and there are no false records, misleading statements or major omissions.
(III) independence of the company and capital transactions with controlling shareholders, actual controllers and other related parties
Verification:
The project team consulted the company’s related party transaction management system, external guarantee management system and other systems, inspected the company’s main production and operation sites, consulted the company’s external accounts, sampled and verified the vouchers of the company’s large capital transactions, and interviewed relevant personnel.
Verification opinions:
After verification, the recommendation institution believes that: Ningbo Xusheng Auto Technology Co.Ltd(603305) assets, personnel, finance, institutions and business are independent, and there is no illegal occupation of the company’s funds by controlling shareholders, actual controllers and other related parties.
(IV) use of raised funds
Verification:
The project team consulted the company’s management system for raised funds, the statement of raised funds, the tripartite supervision agreement, the detailed statement of the use of raised funds, the special report on the storage and use of raised funds and the accountant’s verification report, consulted and compared the company’s external disclosure documents related to raised funds, and verified the withdrawal of large amounts of funds in the special account for raised funds, And interviewed relevant personnel.
Verification opinions:
After verification, the recommendation institution believes that the deposit and use of Ningbo Xusheng Auto Technology Co.Ltd(603305) raised funds comply with the provisions of the stock listing rules of Shanghai Stock Exchange, the provisions on the management of raised funds of listed companies of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other documents, The raised funds have been stored and used in a special account, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
(V) related party transactions, external guarantees and major foreign investment
Verification:
The project team consulted the internal control system, decision-making documents, relevant contracts and information disclosure documents of Ningbo Xusheng Auto Technology Co.Ltd(603305) 2021 related party transactions, external guarantees and major foreign investment, and inquired and confirmed the relevant personnel.
Verification comments:
After verification, the recommendation institution believes that: Ningbo Xusheng Auto Technology Co.Ltd(603305) has made relevant comments on related party transactions, external guarantees and major external investment
The company has formulated a sound internal control system. From January 1, 2021 to the issuance date of this on-site inspection report, the company has no illegal related party transactions, external guarantees or illegal foreign investment.
(VI) operation
Verification:
The project team learned about the operation in 2021 from Ningbo Xusheng Auto Technology Co.Ltd(603305) relevant personnel, compared the disclosure contents of the company’s first quarterly report, semi annual report and third quarterly report, consulted the relevant operation of Listed Companies in the same industry from public information, and analyzed the development of the company’s industry based on industry public materials.
Verification opinions
After verification, the recommendation institution believes that in 2021, Ningbo Xusheng Auto Technology Co.Ltd(603305) business model has not changed significantly, and important business sites operate normally; The market prospect of the company’s main business and the business environment of the industry have not changed significantly; The company itself operates well and maintains a continuous profitability.
(VII) other matters that the sponsor believes should be inspected on site
None.
3、 Matters and suggestions brought to the attention of listed companies
None.
4、 Are there any matters that should be reported to the CSRC and the exchange according to the recommendation measures and relevant rules of the exchange
This on-site inspection did not find Ningbo Xusheng Auto Technology Co.Ltd(603305) any matters that should be reported to the CSRC and Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and other relevant provisions.
5、 Cooperation of listed companies and other intermediaries
Provide relevant documents for the on-site inspection of the recommendation institution, and provide relevant documents for the on-site inspection of the recommendation institution.
6、 Conclusion of this site inspection
Through on-site inspection, the sponsor believes that in 2021, Ningbo Xusheng Auto Technology Co.Ltd(603305) did not violate the stock listing rules of Shanghai Stock Exchange in terms of corporate governance and internal control, information disclosure, independence of the company, capital exchanges with controlling shareholders and other related parties, use of raised funds, related party transactions, external guarantee, major foreign investment and operating conditions Major issues of relevant normative documents such as the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and the provisions on the management of raised funds of listed companies of Shanghai Stock Exchange.
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