Citic Securities Company Limited(600030)
About Apt Medical Inc(688617)
2021 continuous supervision and tracking report
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") as the sponsor of Apt Medical Inc(688617) (hereinafter referred to as " Apt Medical Inc(688617) " or "company") initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for securities issuance and listing sponsor business, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, Be responsible for the continuous supervision after Apt Medical Inc(688617) listing, and issue the annual follow-up report of continuous supervision.
1、 Continuous supervision
No. implementation of work content
Establish, improve and effectively implement the continuous supervision system. The recommendation institution has established, improved and effectively implemented the continuous supervision system, formulated the corresponding supervision system and work plan for the specific continuous supervision work.
Work plan.
According to the relevant provisions of the CSRC, before the continuous supervision recommendation agency has signed the underwriting and recommendation agreement with Apt Medical Inc(688617) and the listed company, the continuous supervision agreement is signed with the listed company, which defines the two discussions between the two parties during the continuous supervision period, defines the rights and obligations of the two parties during the continuous supervision period, and reports to the Shanghai stock exchange for recordation, And report to Shanghai stock exchange for filing. Case.
Carry out continuous supervision by means of daily communication, regular return visit, on-site visit, daily communication and regular or irregular return investigation. By means of visit and on-site inspection, we learned about the business of Apt Medical Inc(688617) and carried out continuous supervision on Apt Medical Inc(688617) .
During the period of continuous supervision, if the listed company makes a public statement that Apt Medical Inc(688617) during the period of continuous supervision has no violations of laws and regulations, it shall be disclosed in 2021
Report to the Shanghai Stock Exchange before April 4, and make an announcement on the designated media after Shanghai stock exchange makes a public statement to the recommendation institution in accordance with relevant regulations and the examination of the exchange. Violations of laws and regulations.
During the period of continuous supervision, the listed company or relevant parties
In case of violation of laws and regulations, breach of commitments and other matters, it shall be spontaneous
Now or should report to the annual Apt Medical Inc(688617) Shanghai Stock Exchange within five working days from the date of discovery. The report includes listing 2021
The company or relevant parties violate laws, regulations, commitments or commitments.
The specific situation of the promise and other matters, and the supervision taken by the sponsor
Measures, etc.
Supervise the listed company and its directors, supervisors and senior managers in 2021, and the recommendation institution supervises Apt Medical Inc(688617) and its directors 6 to abide by laws, regulations and departmental rules, and Shanghai Securities, supervisors and senior managers to abide by laws, regulations and departmental rules and the business issued by Shanghai Stock Exchange
No. implementation of work content
The business rules and other normative rules and other normative documents issued by the stock exchange shall earnestly fulfill the documents they have made and the commitments they have made. Commitments made by the government.
Supervise listed companies to establish, improve and effectively implement the company's recommendation institutions, urge Apt Medical Inc(688617) to improve the corporate governance system in accordance with relevant regulations, including but not limited to the general meeting of shareholders and the board of directors, improve the corporate governance system, strictly implement the rules of procedure of the corporate governance 7 board and the board of supervisors, as well as the system of directors, supervisors and senior managers, and supervise directors, supervisors Code of conduct for senior managers, etc. Comply with the code of conduct.
Supervise listed companies to establish, improve and effectively implement internal control
System, including but not limited to the financial management system, the design of Apt Medical Inc(688617) 's internal control system, accounting system and internal audit system, as well as the implementation and effectiveness of the raised funds, the internal 8 use of Apt Medical Inc(688617) , related party transactions, external guarantee, external investment The degree of control meets the requirements of relevant laws and regulations, and has been effectively implemented in major operations such as derivatives trading and control over subsidiaries, which can ensure the standardized operation of the company.
Decision making procedures and rules, etc.
Supervise listed companies to establish, improve and effectively implement information
Disclosure system, review the information disclosure documents and other relevant documents, and the sponsor shall urge Apt Medical Inc(688617) to strictly implement the information disclosure 9 documents, and have sufficient reasons to believe that there are no false records and documents in the listed company's disclosure system to Shanghai, review the information disclosure documents and other relevant documents, and the documents submitted by the stock exchange.
Misleading statements or material omissions.
Information disclosure documents of listed companies and securities to China
Other documents submitted by the CSRC and Shanghai Stock Exchange
Review the information disclosure documents with problems before acting
Urge the company to correct or supplement in time, and the company will not
In case of correction or supplement, the information disclosure document of Apt Medical Inc(688617) shall be reported to the recommendation institution of Shanghai Stock Exchange in time; If the information disclosure documents of the listed company are not reviewed, and there is no need to review them in advance to Shanghai Securities Exchange in time, the information disclosure shall be performed in the listed company
Complete the problems and matters reported in the relevant documents within five trading days after the obligation.
Review the information disclosure documents with problems
Supervise and urge the listed company to correct or supplement in time, and the listed company
If no correction or supplement is made, it shall be submitted to Shanghai Securities Exchange in time
Easy to report.
Pay attention to the listed company or its controlling shareholders and actual control in 2021, Apt Medical Inc(688617) and its controlling shareholders, actual persons, directors, supervisors and senior managers are not subject to the administrative punishment of the CSRC by the Chinese controller, directors, supervisors and senior managers, and the discipline Office of Shanghai Stock Exchange is subject to the administrative punishment of the CSRC Shanghai Stock Exchange 11 points or issued by Shanghai stock exchange for regulatory attention
And urge them to improve the internal control system, and change the disciplinary action of the exchange or take measures to correct it after being issued by the Shanghai Stock Exchange. There are letters of regulatory concern.
Continue to pay attention to listed companies, controlling shareholders and actual control
In 2021, the listed company and its controlling shares failed to fulfill their commitments, such as Apt Medical Inc(688617) and its controlling shareholders, actual 12 shareholders and actual controllers, and the controllers did not fulfill their commitments.
Report to Shanghai Stock Exchange when necessary.
Pay attention to the reports of public media on listed companies, and in 2021, after verification by the sponsor, Apt Medical Inc(688617) do not verify the market rumors. After verification, it is found that there are major matters or problems that should be reported to Shanghai Stock Exchange in time.
No. implementation of work content
If the information disclosed is inconsistent with the facts, it shall be urged in time
The municipal company truthfully discloses or clarifies; Listed companies do not
If it is disclosed or clarified, it shall be reported to Shanghai Securities Exchange in a timely manner
Reported.
If one of the following circumstances is found, urge the listed company to make a decision
Explain and correct within a time limit, and report to Shanghai Stock Exchange at the same time
Report: (I) suspected of violating the Listing Rules
Relevant business rules; (II) securities service institutions and their signatures
There may be false records of professional opinions issued by personnel
In 2021, Apt Medical Inc(688617) no violation of laws and regulations such as 14, misleading statements or major omissions occurred.
Form or other improper circumstances; (III) the company has an insurance policy
Articles 71 and 72 of the recommendation measures
situation; (IV) the company does not cooperate with the continuous supervision;
(V) Shanghai Stock Exchange or the sponsor deems it necessary
Other situations reported.
Formulate a work plan for on-site inspection of listed companies, and specify
Confirm the requirements of on-site inspection and ensure on-site inspection
Quality. In case of any of the following circumstances, the listed company shall be insured:
Recommendation institutions and recommendation representatives should know or should
Carry out special on-site inspection within 15 days from the date of knowing: the recommendation institution has formulated relevant work for on-site inspection
(I) suspected of major financial fraud; (II) control plan and specify the requirements for on-site inspection. two thousand and twenty-one
15 shareholders, actual controllers, directors, supervisors or senior managers, Apt Medical Inc(688617) no special on-site inspection is required
Level managers are suspected of encroaching on the interests of listed companies; (III) situation.
There may be major breach of warranty; (IV) capital transactions
Or there is significant abnormality in cash flow; (V) Shanghai certificate
The stock exchange or the recommendation institution believes that cash out should be carried out
Other matters of on-site verification.
2、 Problems found and rectified by the sponsor and the sponsor's representative
During the continuous supervision period, after verification by the recommendation institution and the recommendation representative, Apt Medical Inc(688617) has no major problems.
3、 Major risk matters
During the continuous supervision period, the company's main risks are as follows:
(I) new product development failure and registration risk
In recent years, the interventional medical device industry has maintained a sustained and rapid growth in the market, and there is a great demand for safer and more effective interventional medical device products. Therefore, major medical device companies have increased R & D investment and actively carried out R & D and technological innovation of new products. In order to maintain its competitive advantage, the company must continue to develop new products with high-tech content; In addition, in order to further enrich the company's product line in the field of interventional therapy, we also need to constantly develop new products.
Interventional medical devices have high research and development difficulty and research and development threshold, involving interdisciplinary fields such as medicine, materials science, biology, machinery manufacturing and physical chemistry. In the industrialization process, such as catheter weaving process, processing and welding of guide wire and manufacturing of balloon catheter, they all belong to precision processing or even ultra precision processing process. Continuous process exploration, grinding and key problems are needed to ensure the yield. Under the background of increasing R & D investment in this field in the same industry around the world, the restrictions of uncertain factors such as R & D capacity and R & D conditions may lead to the company's failure to develop new products as planned, or the failure of technology development or the failure of industrialization of research projects, which will affect the growth pace of the company's operating revenue and profitability and bring risks to the company's operation.
If the company's new product R & D fails to meet expectations, fails to develop or fails to master mature processes and product preparation in industrialization, the company's early R & D investment is at risk of failing to achieve the expected return.
(II) risk of brain drain in scientific research and management
As a high-tech enterprise in the field of electrophysiology and vascular interventional medical devices, stable and high-quality scientific research and management talents play a decisive role in the development of the company. Good salary and welfare, working environment and talent training system are very important to the company's human resource management. If the company fails to provide competitive treatment and incentive mechanism in terms of development prospect, salary, welfare and working environment in the future, it may cause instability of science and technology or management talent team, which may have an adverse impact on the company's business and long-term development.
(III) market competition risk
At present, in China's electrophysiology and vascular intervention medical device industry, foreign brands still occupy an absolutely dominant position. Foreign brands such as Johnson & Johnson, Abbott, Boston science, telmao and other enterprises occupy more than 80% of China's market share by virtue of their strong R & D advantages, sound product system and first mover channel advantages. Although there are not many competitors in the electrophysiological and vascular intervention segments of the company, after years of market cultivation and cultivation of clinicians, foreign brands have cultivated the use habits of clinicians to a certain extent, and the company still needs some time to improve the use of the company's products.
With market changes and industry development, manufacturers in other segments of cardiovascular medical devices in China may gradually cut into this segment and further intensify the competition in this field. If the company cannot accurately grasp the development trend of the industry or quickly respond to the changes of market competition in the future, the company's existing competitive advantage may be weakened and face the risk of decline in market share and profitability.
(IV) risk of product price decline caused by industrial policies
On June 4, 2021, the state medical security administration, the national development and Reform Commission, the Ministry of industry and information technology, the Ministry of finance, the State Health Commission, the General Administration of market supervision, the State Food and Drug Administration and the logistics support department of the Central Military Commission jointly issued the guidance on the centralized procurement and use of high-value medical consumables organized by the state, focusing on some large clinical consumption High purchase amount, mature clinical use
