Guotai Junan Securities Co.Ltd(601211)
About Memsensing Microsystems (Suzhou China) Co.Ltd(688286)
On site inspection report of continuous supervision in 2021
In accordance with relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as the “sponsor” and ” Guotai Junan Securities Co.Ltd(601211) “) as the sponsor performing the continuous supervision of Memsensing Microsystems (Suzhou China) Co.Ltd(688286) (hereinafter referred to as the “company”), conducted an on-site inspection on the standardized operation of the company from January 1, 2021 to this on-site inspection (hereinafter referred to as the “continuous supervision period”), The relevant situation of on-site inspection is reported as follows: I. Basic Situation of this on-site inspection
(i) Sponsor
Guotai Junan Securities Co.Ltd(601211)
（2） Sponsor representative
Wu Qianhui, Ni Xiaowei
（3） On site inspection time
December 22, 2021
（4） Site inspector
Ni Xiaowei, Zhang Jin
（5） On site inspection contents
Corporate governance and internal control, information disclosure, independence, capital transactions with related parties, use of raised funds, related party transactions, external guarantees, major foreign investment, business status of the company, etc.
（6） On site inspection means
1. View the company’s main production and operation sites;
3. Check the documents of the three meetings held by the company during the continuous supervision;
4. Check the company’s regular reports, interim reports and other information disclosure documents during the continuous supervision period;
5. Consult the company’s financial statements and other financial data;
6. Consult the company’s internal control system documents;
7. Check the related party transactions, external guarantees and external investment of the company during the continuous supervision period;
8. Check the company’s raised funds account, the bank statement of the special account for raised funds, the voucher for the use of raised funds, etc. 2、 Main items and opinions of this on-site inspection
(i) Corporate governance and internal control
The on-site inspectors consulted the company’s latest articles of association, rules of procedure of the third board of directors and relevant system documents of internal control, consulted the meeting materials of the company’s general meeting of shareholders, the board of directors, the board of supervisors and the opinions of independent directors, and checked the relevant announcement documents of the company.
It is verified 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.
（2） Information disclosure
The on-site inspectors inspected the documents of the third meeting of the company, and compared and analyzed the relevant information disclosed by the designated network.
It is verified 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.
（3） Independence and capital transactions with controlling shareholders, actual controllers and other related parties. On site inspectors inspected the company’s main production and business premises and verified the transactions and capital transactions between the company and controlling shareholders, actual controllers and other related parties.
It is verified that the company remains independent in terms of assets, personnel, institutions, business and finance, and there is no case of related parties illegally occupying the funds of the listed company.
（4） Use of raised funds
Memsensing Microsystems (Suzhou China) Co.Ltd(688286) all the funds raised from the initial public offering have been deposited in the special account for raised funds, and the supervision agreement for raised funds has been signed with the bank opening the special account and the sponsor respectively. The on-site inspectors consulted the relevant internal control system of the company’s raised funds, the relevant materials of the board of directors, the board of supervisors and the opinions of independent directors, and consulted and checked the bank statement, detailed account, fund use certificate of the special account for raised funds, as well as the contract and certificate for cash management using idle raised funds.
After verification, the company manages the use of raised funds in accordance with the raised funds management system. The raised funds of the company are deposited in the special account for raised funds, and have signed the raised funds supervision agreement with the sponsor and the special account bank respectively. The company’s raised funds are not occupied by the controlling shareholders and actual controllers, or entrusted for financial management in violation of regulations, or the purpose of the raised funds is changed without performing the review procedures, or other violations of the relevant provisions on the management and use of the raised funds.
（5） Related party transactions, external guarantees and major external investment
The on-site inspectors consulted the company’s relevant system documents and the deliberation and decision-making documents of the third meeting on related party transactions, foreign guarantees and major foreign investment, reviewed the contracts and relevant financial data of the company’s related party transactions, and verified the company’s related party transactions, foreign guarantees and major foreign investment.
After verification, the company has no illegal related party transactions, external guarantees and major foreign investment.
（6） Operating conditions
The on-site inspectors consulted the company’s financial statements and other financial data, interviewed the company’s senior managers and other relevant personnel, learned about the company’s business performance and business development, and learned about the recent industry and market changes and the operation of Listed Companies in the same industry through public information.
After verification, the company’s overall operation has been in good condition since its listing, the business has operated normally, and the business model of its main business has not changed significantly.
（7） 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
1. The recommendation institution requests the company to continue to improve the governance structure of listed companies and fulfill the obligation of information disclosure in a timely manner 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.
2. The sponsor requested the company to continuously and reasonably arrange the use of raised funds, orderly promote the construction and implementation of raised investment projects, and ensure the legal and compliant use of raised funds in strict accordance with the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. 4、 Are there any matters that should be reported to CSRC and Shanghai Stock Exchange
This on-site inspection did not find Memsensing Microsystems (Suzhou China) Co.Ltd(688286) any matters that should be reported to CSRC or Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange. 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
Through this on-site inspection, the sponsor believes that the company meets the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange 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 so on.
(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) on Memsensing Microsystems (Suzhou China) Co.Ltd(688286) 2021 annual on-site inspection report of continuous supervision) sponsor representative:
Wu Qianhui, Ni Xiaowei
Guotai Junan Securities Co.Ltd(601211) mm / DD / yy
