Chinalin Securities Co.Ltd(002945)
About Wuxi Chipown Micro-Electronics Limited(688508)
Annual continuous supervision and tracking report in 2021
In accordance with the provisions of the securities law, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, Chinalin Securities Co.Ltd(002945) (hereinafter referred to as " Chinalin Securities Co.Ltd(002945) " or "recommendation institution") is responsible for the continuous supervision of Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as " Wuxi Chipown Micro-Electronics Limited(688508) ," company "or" issuer ") after the listing of Wuxi Chipown Micro-Electronics Limited(688508) , And issue this year's continuous supervision and tracking report.
1、 Continuous supervision
No. continuous supervision of the project
The recommendation institution has established, improved and effectively implemented the continuous supervision system, and formulated corresponding work plans for the effective implementation of the continuous supervision system and the continuous supervision of the body, and formulated corresponding work plans according to the specific conditions of the company
The recommendation institution has signed a recommendation agreement with the company. According to the relevant provisions of the CSRC, before the commencement of continuous supervision, the agreement specifies that both parties sign a continuous supervision agreement with the listed company or relevant parties, defines the rights and obligations during the continuous supervision and 2 both parties' rights and obligations during the continuous supervision, and reports to the Shanghai Securities Exchange, It has been reported to Shanghai stock exchange for the record. In 2021, there was no modification or termination of the agreement
In 2021, the sponsor carried out continuous supervision on the company through 3 daily communication, regular return visit, on-site inspection, due diligence and other means, regular or irregular return visit and on-site inspection
During the period of continuous supervision, in accordance with relevant regulations, if the listed company has not made a public statement on the violations of laws and regulations in 2021, it shall make a public statement to Shanghai Stock Exchange before disclosure, and the report on the violations of laws and regulations shall be put on the designated media after being reviewed by Shanghai Stock Exchange
Sue
During the period of continuous supervision, the listed company or relevant parties violate laws and regulations
In 2021, the company and relevant parties shall report to the Shanghai Stock Exchange within 5 working days from the date of discovery or should be found. The content of the report includes that there are no violations to be reported by the parties, including violations of laws and regulations, violations of commitments, violations of commitments and other matters by the listed company or relevant parties
And other matters, and the supervision measures taken by the recommendation institution
The recommendation institution continues to urge and guide the public to supervise the listed company and its directors, supervisors and senior managers to comply with the laws, regulations and departmental rules of the company and its directors, supervisors and senior managers, as well as the business managers issued by the Shanghai Stock Exchange, the company's and 6 rules and other normative documents in 2021, and earnestly perform the decisions made by its directors, supervisors and senior managers Senior managers are able to comply with the requirements of relevant laws and regulations and effectively fulfill their commitments
The sponsor verified the corporate governance, supervised the listed company to establish, improve and effectively implement the corporate governance system, and the establishment and implementation of the system. The company 7 including but not limited to the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, the articles of Association, the rules of procedure of the third board of directors and the code of conduct of directors, supervisors and senior managers meet the requirements of relevant laws and regulations, In 2021, the company effectively implemented relevant governance systems
Supervise the listed companies to establish, improve and effectively implement the internal control system, including the sponsor's verification of the establishment and implementation of the company's internal control but not limited to the financial management system, accounting system and internal audit system, the company's 8 system, as well as the use of raised funds, related party transactions, external guarantees, the compliance of the internal control system with relevant laws and regulations, overseas investment, derivative transactions, control of subsidiaries and other major business requirements, In 2021, the company implemented relevant internal control systems for the procedures and rules for effective decision-making
Supervise listed companies to establish, improve and effectively implement the information disclosure system. The recommendation institution urges the company to strictly review the information disclosure documents and other relevant documents, and has sufficient reasons to implement the information disclosure system. After reviewing the information, 9 it is sure that the documents submitted by listed companies to Shanghai Stock Exchange do not contain disclosure documents and other relevant documents, false records For misleading statements or major omissions, see "II. Review of the company's information disclosure by the sponsor"
Information disclosure documents of listed companies and to the CSRC and Shanghai
Other documents submitted by the stock exchange shall be reviewed in advance and the existing problems shall be solved
The information disclosure documents of problems shall timely urge the listed company to correct them
If the listed company does not make corrections or supplements, it shall report to Shanghai in time
10. Stock exchange report; For details of the information disclosure documents of the listed company, see "II. Information Disclosure Review of the sponsor after the listed company performs its information disclosure obligations if it reviews the company before acting"
Complete the review of relevant documents within five trading days
The information disclosure documents of problems shall timely urge the listed company to correct or supplement
If the listed company does not make corrections or supplements, it shall report to Shanghai Securities Regulatory Commission in time
Stock exchange report
In 2021, the company or its controlling listed company or its controlling shareholders, actual controllers, directors, supervisors, actual controllers, directors, directors and senior managers were subject to the administrative punishment of the CSRC, and the supervisors and senior managers of Shanghai Securities Exchange were not subject to the disciplinary punishment of the 11 stock exchange, or were issued the administrative punishment of the CSRC and the letter of Shanghai concern by the Shanghai Stock Exchange, And urge them to improve their internal control system and take disciplinary measures or measures from the stock exchange to correct the situation of being issued with a regulatory concern letter by the Shanghai Stock Exchange
Continue to pay attention to the performance of the listed company, the controlling shareholder and the actual controller in 2021. If the listed company, the controlling shareholder, the actual controller and the actual controller have no outstanding commitments, the sponsor shall timely fulfill the commitments to the Shanghai Stock Exchange
report
Pay attention to the reports of public media on listed companies and timely target the market
Rumor check.
After verification, it is found that the listed company has problems that should be disclosed
13. In case of major matters not disclosed or the information disclosed is inconsistent with the facts, the sponsor shall timely urge the listed company to truthfully disclose or clarify in 2021; Other matters
If a listed company does not disclose or clarify, it shall report to Shanghai Securities Exchange in time
Yi Suo Report
In case of any of the following circumstances, urge the listed company to make an explanation and
Make corrections within a time limit and report to Shanghai Stock Exchange at the same time: (I)
Suspected of violating the listing rules and other relevant business rules; (Ⅱ)
According to the professional opinions issued by the securities service institution and its signatories, the company and relevant principal 14 may have false records, misleading statements or major omissions in 2021, and such matters have not occurred
Regulatory or other improper circumstances; (III) the company has a "sponsor"
Circumstances specified in articles 71 and 72 of the measures; (Ⅳ)
The company does not cooperate with continuous supervision; (V) Shanghai Securities Exchange
Other circumstances that the company or the sponsor deems necessary to report
Formulate the on-site inspection plan for listed companies and clarify the on-site inspection
Check the work requirements to ensure the quality of on-site inspection. Listed company
In case of any of the following circumstances, the recommendation institution or recommendation representative
The special investigation shall be carried out within 15 days from the date of knowing or should know
On site verification: (I) suspected of major financial fraud; (II) in 2021, the 15 controlling shareholders, actual controllers and their affiliates were not suspected of occupying funds; And other matters requiring on-site inspection
(III) there may be major breach of guarantee; (IV) controlling shareholders
Actual controller and its affiliates, directors, supervisors and senior management
The employee is suspected of embezzling the interests of the company; (V) capital flow or cash flow
Major anomalies in gold flow; (VI) Shanghai Stock Exchange or insurance
Other matters that the sponsor believes should be subject to on-site verification
The recommendation institution has paid continuous attention to the implementation of the special account for the raised funds of the listed company, the use of the raised funds, the implementation of the investment projects and other commitments such as the establishment of the special account for the raised funds of the listed company, the use of the raised funds, and the implementation of the investment projects, Supervise the company to implement the special account storage system for raised funds and the supervision agreement for raised funds, and issue a special verification report on the storage and use of raised funds
2、 Review of the company's information disclosure by the recommendation institution
Chinalin Securities Co.Ltd(002945) continuous supervisors reviewed the information disclosure documents of the company in 2021 in advance or after the event, including the resolutions and announcements of the general meeting of shareholders, the resolutions and announcements of the board of directors, the resolutions and announcements of the board of supervisors, relevant reports on the use and management of raised funds and other temporary announcements, as well as the content, format and performance of the information disclosure documents
