About Lexin information technology (Shanghai) Co., Ltd
On site inspection report of continuous supervision in 2021
According to relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the “sponsor”) is a sponsor that is performing the continuous supervision of Lexin information technology (Shanghai) Co., Ltd. (hereinafter referred to as ” Espressif Systems (Shanghai) Co.Ltd(688018) ” and “the company”), The company has conducted on-site inspection on the standardized operation of the company in 2021 (hereinafter referred to as “the continuous supervision period”), and the relevant situation of on-site inspection is reported as follows:
1、 Basic information of this on-site inspection
(I) recommendation institution
China Merchants Securities Co.Ltd(600999)
(II) sponsor representative
Xu Dexue, Zhang Yinbo
(III) on site inspection time
March 3, 2022 to March 4, 2022
(IV) on site inspectors
Xu Dexue
(V) on site inspection contents
Corporate governance, internal control, information disclosure, independence, capital transactions with related parties, related party transactions, use of raised funds, external guarantee, major foreign investment, operation status of the company and performance of commitments, etc. (VI) on site inspection means
1. Check the main business premises of the company;
2. Interview with senior executives of the company;
3. Consult the company’s current effective articles of association, corporate governance system, internal control and other documents;
4. Check the documents of the three previous meetings held by the company during the continuous supervision;
5. Check the information disclosure documents of the company during the continuous supervision period;
6. 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;
7. Check the related party transactions, external guarantees and external investments of the company during the continuous supervision period; 8. Check the performance of the commitments of the company and the directors, supervisors and senior management during the continuous supervision period.
2、 Opinions on on-site inspection items one by one
(I) corporate governance and internal control
The on-site inspectors checked Espressif Systems (Shanghai) Co.Ltd(688018) the articles of association, corporate governance system and internal control system, checked the materials of the general meeting of shareholders, the meeting of the board of directors and the board of supervisors held during the continuous supervision of the company, consulted the work report of the internal audit department, 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 company’s information disclosure documents, checked whether the company has fulfilled its information disclosure obligations since its listing in accordance with the articles of association, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, and interviewed senior executives on information disclosure matters.
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 and capital transactions with controlling shareholders and other related parties
The on-site inspectors checked whether the company and the controlling shareholders maintained independence in terms of business, personnel, assets, institutions and finance, and obtained the explanatory documents of the company on independence; Checked the capital transactions between the company and its controlling shareholders and other related parties.
After verification, the sponsor believes that during the continuous supervision period, the company has maintained its independence in terms of assets, personnel, finance, institutions and business, and there is no illegal occupation of the company’s funds by related parties.
(IV) use of raised funds
The on-site inspectors checked the tripartite supervision agreement, bank statement and standing book of the use of raised funds, and consulted the meeting minutes, announcements and contract materials 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 a tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds. The company’s raised funds have not been occupied by related parties, entrusted financial management in violation of regulations, changed the purpose of raised funds without performing the review procedures, or violated other relevant regulations on the management and use of raised funds.
(V) related party transactions, external guarantees and major foreign investment
The on-site inspectors checked the company’s external guarantees, related party transactions and foreign investment, and interviewed relevant personnel.
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 interviewed the company’s executives, consulted the company’s industry and market information, and learned about the recent changes in the industry and market of the company’s main business.
After verification, the recommendation institution believes that the business model and business structure of the company have not undergone major adverse changes, and the business condition is normal and 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 the bourse according to the recommendation measures and the relevant rules of the bourse
None.
5、 Cooperation of listed companies and other intermediaries
During the on-site inspection, the company gave active cooperation and provided necessary support for the on-site inspection.
6、 Conclusion of this site inspection
After on-site inspection, the sponsor believes 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 business model and business structure have not undergone major adverse changes, and the business condition is normal and good.
