China Merchants Securities Co.Ltd(600999)
About Lexin information technology (Shanghai) Co., Ltd
2021 continuous supervision and tracking report
According to the measures for the administration of securities issuance and listing recommendation business and the listing of shares on the science and Innovation Board of Shanghai Stock Exchange
Rules, guidelines for continuous supervision of listed companies of Shanghai Stock Exchange and other relevant laws and regulations,
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “sponsor”) as Lexin information technology (Shanghai) shares
(hereinafter referred to as ” Espressif Systems (Shanghai) Co.Ltd(688018) ” and “the company”) is the sponsor responsible for the continuous supervision of the company
Espressif Systems (Shanghai) Co.Ltd(688018) continuous supervision after listing, and issue the annual follow-up report of this shareholding supervision.
1、 Continuous supervision
No. work content and continuous supervision
Establish, improve and effectively implement the continuous supervision system, and the recommendation institution has established, improved and effectively implemented the holding 1. Formulate the corresponding continuous supervision system and work plan for the specific continuous supervision work
According to the relevant provisions of the China Securities Regulatory Commission, during the continuous supervision, the recommendation institution has signed with Espressif Systems (Shanghai) Co.Ltd(688018) the “continuous negotiation with listed companies or relevant parties before the commencement of the recommendation Association”, which specifies that both parties shall
The supervision agreement defines the rights and obligations of both parties during the continuous supervision period, and reports to Shanghai stock exchange for filing
The sponsor understands lexinko 3 through daily communication, regular or indefinite daily communication, regular return visit, on-site inspection, return visit during due diligence period, on-site inspection, etc
Investigation and other means to carry out continuous supervision on the technical and business situation, and carried out continuous supervision on Espressif Systems (Shanghai) Co.Ltd(688018)
During the period of continuous supervision, the listed company shall be punished in violation of relevant regulations
In 2021, if Espressif Systems (Shanghai) Co.Ltd(688018) in the period of continuous supervision does not make a public statement on matters in violation of laws and regulations, it shall report to the public before disclosure
4. The recommendation institution shall publish the report of Shanghai stock exchange according to relevant regulations, and the report shall be approved by Shanghai Stock Exchange
Declared violations
Announce on designated media after review
During the period of continuous supervision, the listed company or relevant parties have failed to report Espressif Systems (Shanghai) Co.Ltd(688018) in 2021 for 5 years during the period of continuous supervision
In case of violation of laws and regulations, breach of commitments and other matters, it shall self discover or occur such matters as violation of laws and regulations or breach of commitments
Report to Shanghai Securities within five working days from the date of discovery
Exchange report, including listed companies or related
The party concerned violates laws and regulations, violates commitments and other matters
Physical condition, supervision measures taken by the sponsor, etc
During the period of continuous supervision, Le Xin, the supervisor of the recommendation institution, supervised the listed company and its directors, supervisors and senior managers
Compliance with laws and regulations by directors, supervisors and senior management personnel of Shanghai
6. Abide by laws, regulations, departmental rules, business rules and other normative documents issued by Shanghai Stock Exchange, and
The business rules and other normative documents issued by Yi fulfill its commitments
And earnestly fulfill its commitments
Supervise listed companies to establish, improve and effectively implement corporate governance
The recommendation institution urges Espressif Systems (Shanghai) Co.Ltd(688018) to manage the system in accordance with relevant regulations, including but not limited to the general meeting of shareholders, the board of directors
7. Improve the corporate governance system, and strictly implement the rules of procedure of the board of supervisors, directors, supervisors and senior management
Corporate governance system
Code of conduct of personnel, etc
Supervise listed companies to establish, improve and effectively implement internal control
The sponsor’s establishment of Espressif Systems (Shanghai) Co.Ltd(688018) ‘s internal control system, including but not limited to financial management system and accounting
The plan, implementation and effectiveness were verified, and lexinko system and internal audit system, as well as the use of raised funds
8. The internal control system of technology complies with the requirements of relevant laws and regulations, and may be subject to related party transactions, external guarantees, external investment and derivatives
To effectively implement the procedures that can ensure the standardization and ease of the company, the control of subsidiaries and other major business decisions
function
And rules, etc
Supervise listed companies to establish, improve and effectively implement information systems
The sponsor urged Espressif Systems (Shanghai) Co.Ltd(688018) strictly implement the 9 pieces of information, and has sufficient reasons to believe that there are no false records and misleading documents in the information disclosure documents and documents submitted by other exchanges
Statement or material omission
Information disclosure documents of listed companies and to the CSRC
The sponsor reviewed Espressif Systems (Shanghai) Co.Ltd(688018) the information disclosure documents submitted by the board of directors and Shanghai Stock Exchange before 10 days, and timely supervised the review of the information disclosure documents with problems. There is no situation that it should correct or supplement them to Shanghai Securities Promotion Corporation in time, and the company does not correct or supplement the information disclosure documents reported by the stock exchange
In case of charging, it shall be reported to Shanghai Stock Exchange in time
The information disclosure documents of listed companies were not examined in advance
The information shall be read within five days after the listed company performs the obligation of information disclosure
The recommendation institution shall complete the review of relevant documents within trading days of the information disclosure documents of Espressif Systems (Shanghai) Co.Ltd(688018) ,
11. It has been reviewed. If there is no problem, it shall be reported to Shanghai in time. The information disclosure documents with problems shall be supervised in time
Information reported by the stock exchange
The municipal company shall make corrections or supplements, and the listed company shall not make corrections or supplements
In case of charging, it shall be reported to Shanghai Stock Exchange in time
Pay attention to the listed company or its controlling shareholders, actual controllers
Directors, supervisors and senior managers were punished by the China Securities Regulatory Commission in 2021, Espressif Systems (Shanghai) Co.Ltd(688018) and its controlling shareholders, 12 administrative penalties, regulatory measures of Shanghai Stock Exchange or legal sanctions of the actual controller of discipline, directors, supervisors and senior managers, and urged them to improve the internal control system. No such matters occurred
And take measures to correct it
Continue to pay attention to listed companies, controlling shareholders and actual controllers
And other commitments, listed companies and controlling shareholders, 2021, Espressif Systems (Shanghai) Co.Ltd(688018) and its controlling shareholders, 13
If the actual controller fails to fulfill its commitments, the sponsor shall report to the Shanghai Stock Exchange in a timely manner when there is no failure of the actual controller to fulfill its commitments
Follow social media reports and rumors about listed companies,
Timely check market rumors.
After verification, it is found that
Listed companies have major matters that should be disclosed but not disclosed
In 2021, after verification by the sponsor, if there is no 14 or the disclosed information is inconsistent with the facts, the sponsor shall
Timely report the situation to the Shanghai Stock Exchange, and timely urge the listed company to truthfully disclose or clarify it; upper
If the municipal company does not disclose or clarify, it shall report to Shanghai in time
Stock exchange report
If one of the following situations is found, urge the listed company to make a statement
And make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time
(I) the listed company is suspected of violating the business rules of Shanghai Stock Exchange, such as the 14 rules of stock listing rules; (II) in 2021, Espressif Systems (Shanghai) Co.Ltd(688018) did not have the above-mentioned situation, and the professional opinions issued by the agency and its signatories may
There are false records, misleading statements or major omissions
Violation of laws or other improper circumstances; (III) listed companies
Articles 71 and 72 of the recommendation measures appear in the company
Circumstances specified in article; (IV) listed companies do not cooperate with sponsors
Continuous supervision of personnel; (V) Shanghai Stock Exchange or
Other circumstances that the sponsor deems necessary to report.
Formulate the work plan for on-site inspection of listed companies, and make it clear that the sponsor has formulated relevant work plans for on-site inspection
Requirements for on-site inspection, make plans to ensure the quality of on-site inspection, and clarify the requirements for on-site inspection
A listed company shall be aware of any of the following circumstances:
Or, within 15 days from the date when it should be known, carry out special training in accordance with the provisions
On site verification: (I) suspected of major financial fraud;
(II) controlling shareholders, actual controllers and their affiliates
Suspected occupation of funds; (III) there may be major breach of guarantee;
16 in 2021, Espressif Systems (Shanghai) Co.Ltd(688018) there was no such situation (IV) controlling shareholders, actual controllers and their affiliates
Directors, supervisors or senior managers are suspected of embezzling the listed company
The interests of the company; (V) existence of capital transactions or cash flows
Major anomalies; (VI) Shanghai Stock Exchange or sponsor
Other matters that the person believes should be subject to on-site verification.
2、 Review of information disclosure of listed companies by recommendation institutions
The continuous supervisors of the recommendation institution have reviewed the information disclosure documents of the listed company during this continuous supervision period
Review in advance or afterwards, including resolutions and announcements of the general meeting of shareholders, resolutions and announcements of the board of directors and supervisors
The resolutions and announcements of the meeting, the relevant reports on the use and management of the raised funds and other temporary announcements shall be
The content and format of information disclosure documents and relevant procedures for performance were examined. After verification, the recommendation institution recognizes
In order to, listed companies shall disclose information in strict accordance with the relevant provisions of the securities supervision department and make it public in accordance with the law
Issue all kinds of regular reports or interim reports to ensure that the disclosure of all major information is true, accurate, complete
Timely, without false records, misleading statements or major omissions.
3、 Problems found by the recommendation institution and the recommendation representative and their rectification
None.
4、 Major risk matters
The main risk factors faced by the company are as follows:
1. Core competitiveness risk
The company’s IC industry is technology intensive. The level of R & D of the company directly affects the competitiveness of the company. Since its listing, the company has continuously increased R & D investment on the basis of rapid business expansion, recruited a large number of excellent R & D talents, vigorously increased the R & D of multiple new product lines while ensuring the performance and function optimization of existing products, and made great efforts to shorten the transformation cycle of R & D achievements of new products.
(1) Market competition risk
The company is facing direct competition from international famous chip designers such as MediaTek, Ruiyu, Qualcomm, NXP and Infineon. They have strong R & D resources and market development ability. With the growth of market demand in the field of Internet of things and the change of competitive environment, the company may face more competitors, which will have an adverse impact on the company’s operating performance.
(2) Risk that R & D progress is less than expected
The company’s R & D direction is chips in the field of aiot, and the software and hardware development needs to be carried out in parallel,
