China International Capital Corporation Limited(601995)
About Kingsemi Co.Ltd(688037)
On site inspection report of continuous supervision in 2021
In accordance with relevant laws and regulations, such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, China International Capital Corporation Limited(601995) (hereinafter referred to as “sponsor” ” China International Capital Corporation Limited(601995) ) (hereinafter referred to as” Kingsemi Co.Ltd(688037) “the company”) as a sponsor performing the continuous supervision of Kingsemi Co.Ltd(688037) (hereinafter referred to as ” Kingsemi Co.Ltd(688037) ” the company “), conducted an on-site inspection on the standardized operation of the company from September 8, 2021 to this on-site inspection (hereinafter referred to as” this 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) sponsor: China International Capital Corporation Limited(601995)
(II) sponsor representatives: Wang Yuchen, Chen Han
(III) on site inspection time: February 23, 2022
(IV) on site inspector: Wang Yuchen
(V) contents of on-site inspection: corporate governance and internal control, information disclosure, independence, capital exchanges with related parties, use of raised funds, related party transactions, external guarantees, major foreign investment, operation status of the company, etc. (VI) on site inspection means: interview the company’s directors, supervisors, senior managers and relevant personnel; Consult and obtain company announcements, corporate governance documents, major contracts, company periodic reports and other documents; Consult and obtain the use certificate of the company’s raised funds, the bank statement of the special account for raised funds and other materials; Consult and obtain the documents of the previous three meetings held during the continuous supervision of the company; Consult and obtain relevant internal control system documents established or updated by the company; Check the related party transactions, external guarantees and external investment during the continuous supervision of the company; View the company’s main business and management sites. 2、 Opinions on on-site inspection items item by item (I) corporate governance and internal control
The on-site inspectors consulted Kingsemi Co.Ltd(688037) the articles of association, the rules of procedure of the three meetings, the information disclosure system, internal audit and records, checked the operation of the three meetings, and interviewed some directors, supervisors and senior managers.
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 all internal control systems of the company are effectively implemented. (II) information disclosure
The on-site inspectors consulted the corporate governance documents and relevant meeting minutes, and compared and analyzed the relevant information disclosed with the designated network.
After verification, the sponsor believes that during the continuous supervision period, the company 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 of the company and capital transactions with related parties
The on-site inspectors checked the transactions and capital transactions between the company and major shareholders and other related parties.
After verification, the sponsor believes that during the continuous supervision period, the company’s assets are complete, the personnel, institutions, business and finance remain independent, and there is no case of related parties occupying the funds of the listed company in violation of regulations. (IV) use of raised funds
Kingsemi Co.Ltd(688037) IPO raised funds have been deposited in the special account for raised funds, and supervision agreements on raised funds have been signed with the bank that opened the special account and the sponsor respectively. The on-site inspectors reviewed the company’s relevant internal control system on the raised funds, and verified the company’s account statements of the raised funds, fund payment vouchers, relevant resolutions of the board of directors, resolutions of the board of supervisors, opinions of independent directors and contracts and vouchers for cash management using some idle raised funds during this continuous supervision period.
After verification, the recommendation institution believes that during the continuous supervision period, the company has established a raised fund management system and can store and use the raised funds in accordance with the regulations. 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.
(V) related party transactions, external guarantees and major foreign investment
The on-site inspectors consulted the deliberation and decision-making documents of the three sessions of the company on related party transactions, external guarantees and major foreign investment, the contracts and relevant financial materials of related party transactions, interviewed the senior managers of the company, and verified the related party transactions, external guarantees and major foreign investment of Kingsemi Co.Ltd(688037) .
After verification, the recommendation institution believes that during the continuous supervision period, the company has no illegal related party transactions, external guarantees and major foreign investment. (VI) operating conditions
The on-site inspectors inspected the company’s main production and operation sites, consulted the company’s financial statements and other financial materials during the continuous supervision period, consulted some major sales contracts of the company, interviewed the company’s senior managers and relevant personnel, consulted the relevant operation of Listed Companies in the same industry from public information, and learned about the recent changes in the industry and market, Learned about the company’s directors, senior managers and core technicians.
After verification, the sponsor believes that: during the continuous supervision period, the business model of the company has not changed significantly since its listing, the company’s performance has not decreased significantly or suffered losses, and the company’s operation is in good condition. (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
l. The company is requested to continue to strictly implement the information disclosure system of listed companies, continuously strengthen the study of rules and regulations such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and continue to do a good job in information disclosure;
2. The company is requested to strengthen the standardized use of internal raised funds, continuously and reasonably promote the use of raised funds, and orderly promote the construction and implementation of raised investment projects. 4、 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
During this on-site inspection, the company was not found to have any 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.
5、 Cooperation of listed companies and other intermediaries
In the process of continuously supervising the on-site inspection in 2021, the sponsor has given active cooperation and provided necessary support for this on-site inspection. 6、 On site inspection conclusion
Through on-site inspection, the sponsor believes that the company meets the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange in major aspects such as corporate governance and internal control, use of raised funds, major related party transactions, external guarantee and information disclosure.
It is hereby reported.
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