China Industrial Securities Co.Ltd(601377)
About Fujian Furi Electronics Co.Ltd(600203)
2021 site inspection report
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) ” or “sponsor”) as a sponsor of Fujian Furi Electronics Co.Ltd(600203) (hereinafter referred to as ” Fujian Furi Electronics Co.Ltd(600203) “, “company” or “listed company”) non-public offering of shares in 2021, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “recommendation measures”) of the CSRC and the guidelines for continuous supervision of Shanghai Stock Exchange, the recommendation institution acting as Fujian Furi Electronics Co.Ltd(600203) continuous supervision conducted an on-site inspection on the company from December 27 to 29, 2021. Fujian Furi Electronics Co.Ltd(600203) the new shares in this non-public offering have gone through the share registration formalities in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on December 13, 2021, and the recommendation institution began to enter the continuous supervision period of Fujian Furi Electronics Co.Ltd(600203) on December 14, 2021. The on-site inspection covers the period from the beginning of continuous supervision to the end of the on-site inspection. The on-site inspection is reported as follows: I. Basic information of the on-site inspection
The recommendation institution conducted on-site inspection on Fujian Furi Electronics Co.Ltd(600203) from December 27 to 29, 2021. The participants were Chen Lin and Zhang QiuHuang.
During the on-site inspection, the recommendation institution consulted and collected the relevant documents and materials of Fujian Furi Electronics Co.Ltd(600203) in combination with the actual situation of Fujian Furi Electronics Co.Ltd(600203) , communicated with relevant personnel, implemented necessary procedures including audit, verification and inquiry, and inspected the corporate governance and internal control, information disclosure, the independence of the company and 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 the on-site inspection report on the basis of the above work.
(i) Corporate governance and internal control
The on-site inspectors consulted the articles of association of Fujian Furi Electronics Co.Ltd(600203) , the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors and other internal control systems; Reviewed the relevant materials of the previous general meetings of shareholders, the board of directors and the board of supervisors during the continuous supervision period; Communicated with relevant personnel.
Verification opinions:
After on-site verification, the sponsor believes that as of the date of on-site inspection, Fujian Furi Electronics Co.Ltd(600203) has established a relatively perfect corporate governance system and the relevant systems have been effectively implemented; Directors, supervisors and senior managers can perform their duties in accordance with relevant laws and regulations and the company’s rules and regulations; The organizational structure of listed companies is sound and clear, and can realize effective operation. The department setting can reflect the governance principle of clear division of labor and mutual restriction; Clear division of management among agencies, effective and reasonable information communication; Listed companies have a good internal control environment and effective risk control. （2） Information disclosure
The on-site inspectors consulted the company’s announcement and relevant supporting documents for information disclosure.
Verification opinions:
After on-site verification, the sponsor believes that as of the date of on-site inspection, Fujian Furi Electronics Co.Ltd(600203) the disclosed announcement is consistent with the actual situation, and there are no major matters that should be disclosed but not disclosed in the information disclosure, which is in line with the company’s information disclosure management system and the relevant provisions of Shanghai Stock Exchange. （3） Independence of the company and capital transactions with controlling shareholders, actual controllers and other related parties. The sponsor reviewed the relevant systems of the listed company, verified the transactions and capital transactions between the listed company and controlling shareholders, actual controllers and other related parties, and communicated with the financial personnel.
Verification opinions:
After on-site verification, the sponsor believes that as of the date of on-site inspection, Fujian Furi Electronics Co.Ltd(600203) assets are complete, personnel, institutions, business and finance remain independent, and there is no illegal occupation of funds of the listed company by related parties.
The recommendation institution consulted the three-party / four party supervision agreement on the storage of raised funds in the special account, the raised funds management system and other relevant provisions, and viewed the bank statements, sub ledgers, accounting vouchers and other materials of the special account for raised funds. Verification opinions:
After on-site verification, the sponsor believes that as of the date of on-site inspection, Fujian Furi Electronics Co.Ltd(600203) special account storage system for raised funds has been strictly implemented, and the supervision agreement has been effectively implemented. In the process of using the raised funds, the listed company has formulated the internal management system for the use of the raised funds, the use of the raised funds complies with the provisions of relevant laws and regulations, and there is no major illegal use of the raised funds or unauthorized change of the purpose of the raised funds, There are no other violations of the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange. （5） Related party transactions, external guarantees and major external investment
The recommendation institution consulted the deliberation documents, relevant contracts and original vouchers of related party transactions and major foreign investment of the listed company, and communicated with relevant personnel of the listed company.
Verification opinions:
After on-site verification, the sponsor believes that: Fujian Furi Electronics Co.Ltd(600203) has made relevant provisions on connected transactions in the articles of association and standardized the decision-making procedures and mechanism of connected transactions; The review procedures of related party transactions of the listed company are legal and compliant, and have fulfilled the corresponding information disclosure obligations. There is no situation that damages the interests of the listed company and its shareholders, and will not have a significant adverse impact on the operating independence of the listed company.
Fujian Furi Electronics Co.Ltd(600203) the decision-making procedures and information disclosure of external guarantee comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, and there is no damage to the interests of the listed company and its shareholders, and there is no illegal external guarantee.
Fujian Furi Electronics Co.Ltd(600203) the decision-making procedures and information disclosure of major foreign investment comply with the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, do not harm the interests of shareholders, and there is no illegal investment. （6） Operating conditions
The recommendation institution consulted the relevant industry information and the company’s business performance, communicated with relevant personnel, and understood the recent industry and market changes.
Verification opinions:
After on-site verification, the sponsor believes that: Fujian Furi Electronics Co.Ltd(600203) business model and business environment have not changed significantly, and the corporate governance and operation management are normal. （7） Other matters that the sponsor considers should be subject to on-site inspection
III. matters needing attention and suggestions of listed companies
The net profit of the company decreased significantly from January to September 2021, mainly due to the impact of material shortage and price rise. Although substantial loss reduction has been achieved in the third quarter of 2021, the company is requested to continue to actively take measures to deal with the adverse effects of material shortage and price rise, and continue to strengthen operation and management.
In addition, the company is requested to continuously strengthen the study and understanding of rules and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the measures for the management of raised funds by listed companies of Shanghai Stock Exchange, so as to use the raised funds legally and in compliance. 4、 Matters reported to CSRC or stock exchange (if any)
V. no cooperation of listed companies and other intermediaries
During the implementation of continuous supervision and on-site inspection by the sponsor, the listed company has given positive cooperation and provided necessary support for this on-site inspection. The on-site inspection was conducted independently by the sponsor, and no other intermediary was arranged to cooperate.
6、 Conclusion of this site inspection
After on-site verification, the recommendation institution believes that: Fujian Furi Electronics Co.Ltd(600203) generally operates well in important aspects such as corporate governance, internal control system, information disclosure, independence, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, external guarantee, major foreign investment and operation status, Comply with the requirements of relevant normative documents such as the Listing Rules of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange. (no text below this page)
