Soochow Securities Co.Ltd(601555) about
Suzhou Recodeal Interconnect System Co.Ltd(688800)
2021 site inspection report
According to relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, Soochow Securities Co.Ltd(601555) (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor”) is a sponsor that is performing the continuous supervision of Suzhou Recodeal Interconnect System Co.Ltd(688800) (hereinafter referred to as ” Suzhou Recodeal Interconnect System Co.Ltd(688800) ” and “company”), We have conducted on-site inspection on the standardized operation of the company from the date of initial public offering and listing on the science and Innovation Board (July 22, 2021) to this on-site inspection (hereinafter referred to as “this continuous supervision period”). The relevant information of the on-site inspection and the use of the funds raised by the company’s initial public offering are reported as follows:
1、 Basic information of this on-site inspection
(i) Sponsor
Soochow Securities Co.Ltd(601555)
（2） Sponsor representative
Wang Bo, Huang Meng
（3） On site inspection time
December 28, 2021 to December 29, 2021
（4） Site inspector
Wang Bo
（5） On site inspection contents
Corporate governance and internal control, information disclosure, independence of the company, capital transactions of controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, external guarantees, major foreign investment, operation status, etc.
（6） On site inspection means
1. View the company’s main business premises;
2. Interview with directors, supervisors, senior managers and relevant personnel of listed companies;
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 meetings held by the company during the continuous supervision;
5. Consult the information disclosure documents such as periodic reports and interim reports of listed companies;
6. Check the standing book of the raised funds of the listed company, the voucher for the use of the raised funds, the statement of the raised funds account and other materials;
7. Check the related party transactions, external guarantees and external investments of the company during the continuous supervision period. 2、 Specific matters and opinions of this on-site inspection
(i) Corporate governance and internal control
The on-site inspectors consulted the Suzhou Recodeal Interconnect System Co.Ltd(688800) articles of association and the rules of procedure of the third board of directors, collected the meeting notices, resolutions and records of the general meeting of shareholders, the board of directors and the board of supervisors, checked the relevant announcements of the company, and consulted other internal control systems of the company.
After verification, 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.
（2） Information disclosure
After consulting the documents of the third meeting of the company and comparing and analyzing the relevant information disclosed with the designated network, the sponsor verified that Suzhou Recodeal Interconnect System Co.Ltd(688800) truly, accurately and completely fulfilled the obligation of information disclosure during this continuous supervision, and there were no false records, misleading statements or major omissions in the information disclosure.
（3） Independence and capital transactions with controlling shareholders, actual controllers and other related parties. By consulting the articles of association, related party transaction management system and other relevant system documents and interviewing the Secretary of the board of directors of the company, the sponsor believes that Suzhou Recodeal Interconnect System Co.Ltd(688800) assets are complete and personnel, institutions, business and finance remain independent during the continuous supervision period, There is no illegal possession of the funds of the listed company by related parties.
（4） Use of raised funds
The on-site inspectors checked the tripartite supervision agreement of the raised funds, the Quartet supervision agreement of the raised funds, the bank statement and the standing book of the use of the raised funds, consulted the meeting minutes, announcements and contract materials related to the use of the raised funds, and interviewed and communicated with the financial director of the company.
After verification, during this continuous supervision period, the funds raised from the initial public offering have been deposited in the special account for raised funds, and the three-party supervision agreement for raised funds and the four-party supervision agreement for raised funds have been signed. The company has formulated a management system for the use of raised funds, which can store and use the raised funds in accordance with relevant regulations. The company’s raised funds are not occupied by the controlling shareholders, entrusted financial management in violation of regulations, or changed the purpose of the raised funds without performing the review procedures.
（5） Related party transactions, external guarantees and major external investment
The on-site inspectors consulted the relevant financial data of the company’s related party transactions and other matters, interviewed the company’s executives, and learned about Suzhou Recodeal Interconnect System Co.Ltd(688800) ‘s related party transactions, foreign guarantees, major foreign investment, etc.
After verification, the company has no illegal related party transactions, external guarantees and major foreign investment.
（6） Operation
The on-site inspectors consulted the company’s regular financial reports and relevant financial data, consulted the company’s major sales contracts, and interviewed the company’s executives on the company’s operation. After verification, the company’s business model has not changed significantly since its listing, the company is in good operation and has maintained a relatively stable profitability.
（7） Other matters that the sponsor representative believes should be inspected on site
None.
3、 Matters and suggestions brought to the attention of listed companies
The recommendation institution requests the directors, supervisors, senior managers and relevant personnel of the company to continuously improve the governance structure of Listed Companies in strict accordance with the requirements of laws and regulations such as the company law, the securities law and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange. At the same time, it is suggested that the company continue to strictly comply with the requirements of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, listing rules of Shanghai Stock Exchange on the science and innovation board, guidelines for the application of self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Continue to use the raised funds in compliance and continue to promote the construction and implementation of raised investment projects.
4、 Are there any matters that should be reported to CSRC and Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant provisions of Shanghai Stock Exchange
During the on-site inspection, no matters that should be reported to CSRC and Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant provisions of Shanghai Stock Exchange were found.
5、 Cooperation of listed companies and other intermediaries
During the continuous supervision and on-site inspection of the sponsor in 2021, the company has given positive cooperation.
6、 Conclusion of this site inspection
Through this on-site inspection, the sponsor believes that during this continuous supervision period, Suzhou Recodeal Interconnect System Co.Ltd(688800) complies with the requirements of the CSRC in major aspects such as corporate governance and internal control, 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 Shanghai Stock Exchange and other relevant requirements.
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