Guosen Securities Co.Ltd(002736)
About Shenzhen dingyang Technology Co., Ltd
2021 continuous supervision and tracking report
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as a sponsor of Shenzhen dingyang Technology Co., Ltd. (hereinafter referred to as “dingyang technology” or “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies on the Shanghai Stock Exchange and other laws, regulations and normative documents, be responsible for the continuous supervision of dingyang technology after its initial public offering and listing on the science and innovation board, And issue this year’s continuous supervision and tracking report.
1、 Continuous supervision
No. work content and continuous supervision
Establish, improve and effectively implement the continuous supervision system, and formulate the corresponding work plan for the specific continuous supervision work, and formulate the corresponding work plan for the recommendation institution
According to the relevant provisions of the CSRC, before the commencement of the continuous supervision work, the sponsor has signed the continuous supervision recommendation agreement with the listed company or relevant parties with dingyang technology, which defines the existing agreement of both parties, the rights and obligations of both parties during the continuous supervision period, and the rights and obligations during the continuous supervision period, And report to Shanghai stock exchange for filing
The sponsor shall carry out continuous supervision through daily communication, regular or 3 through daily communication, regular return visit, on-site inspection, due diligence, irregular return visit, on-site inspection, etc., understand the business development of dingyang technology, and carry out continuous supervision over dingyang technology
During the period of continuous supervision, in accordance with the relevant provisions, if dingyang technology makes a public statement on the violations of the listed company during the period of continuous supervision in 2021, it shall report to the Shanghai Stock Exchange before disclosure. There are no violations that require the recommendation institution stock exchange to report according to the relevant provisions and make a public statement after being reviewed by the Shanghai Stock Exchange
Announce on designated media
During the period of continuous supervision, the listed company or relevant parties violate the regulations
In case of violation of laws, breach of commitments and other matters, it shall report to Shanghai Stock Exchange within five working days from the date when dingyang technology or relevant parties 5 found out in 2021 that there was no violation of laws and regulations during the continuous supervision, and the report shall include the occurrence or breach of commitments and other matters of the listed company or relevant parties
The specific circumstances of violations of laws and regulations, breach of commitments and other matters shall be recommended
Supervision measures taken by the supervisor, etc
Supervise the listed company and its directors, supervisors and senior managers. During the continuous supervision, the recommendation institution shall supervise 6 compliance with laws, regulations and departmental rules, and Shanghai Stock Exchange dingyang technology and its directors, supervisors and senior managers shall comply with laws, regulations and departmental rules
The business rules and other normative documents issued by Shanghai Stock Exchange, and earnestly implement the business rules and other normative documents issued by Shanghai Stock Exchange, and earnestly fulfill the commitments made by them
Supervise listed companies to establish, improve and effectively implement the corporate governance system, and the sponsor shall supervise and urge dingyang technology to improve and improve the corporate governance system, rules of procedure and the conduct of directors, supervisors and senior managers in accordance with relevant regulations, including but not limited to the provisions of the general meeting of shareholders, the board of directors and the board of supervisors High level managers abide by the code of conduct
Supervise the listed companies to establish, improve and effectively implement the internal control system. The sponsor has verified the internal control system of dingyang technology, including but not limited to the design, implementation and effectiveness of financial management system, accounting system and accounting system. 8. The internal audit system, as well as the use of raised funds, related party transactions and inspections, and the internal control system of dingyang technology is consistent with the external guarantee, external investment, derivative transactions The operation of the subsidiary’s major rules and regulations is regulated and effectively controlled
Supervise listed companies to establish, improve and effectively implement the information disclosure system
Degree, review the information disclosure documents and other relevant documents, and have the sponsor urge dingyang technology to strictly implement the information disclosure system submitted by the listed company to the Shanghai Stock Exchange. The documents reviewing the information disclosure documents do not contain false records, misleading statements or major relics and other relevant documents
leak
Information disclosure documents of listed companies and reports to the CSRC
Other documents submitted by Shanghai Stock Exchange shall be examined in advance
Read and urge the company to timely supervise the information disclosure documents with problems
If it is corrected or supplemented, and the company does not correct or supplement, it shall
Report to Shanghai Stock Exchange in time; If the credit recommendation institution of a listed company fails to review the information disclosure 10 interest disclosure documents of dingyang technology in advance, it shall review the documents of the listed company, and there is no situation that it shall complete the reporting to the Shanghai Stock Exchange within five trading days after it should timely perform the obligation of information disclosure
Review of relevant documents and information disclosure documents with problems
A listed company shall be urged to correct or supplement the documents in a timely manner
If it is not corrected or supplemented, it shall report to the Shanghai Stock Exchange in time
report
Pay attention to the listed company or its controlling shareholders, actual controllers and directors
In 2021, dingyang technology and its controlling shareholder, 11 punishment, disciplinary action of Shanghai Stock Exchange or letter of regulatory concern issued by the actual controller of Shanghai Securities Exchange, directors, supervisors and senior management stock exchange, and urged its completion personnel not to have such matters
Improve the internal control system and take measures to correct it
Continue to pay attention to the performance of commitments of listed companies, controlling shareholders and actual controllers in 2021. If the listed companies, controlling shareholders and actual controllers do not have controllers who fail to fulfill their commitments, they shall report to Shanghai Securities in time
Exchange report
Pay attention to the reports of public media on listed companies and timely target them
Check market rumors.
After verification, it is found that the listed company is in 2021. After verification by the recommendation institution, there are no major matters that should be disclosed but not disclosed, or if the disclosed information is inconsistent with the facts that should be reported to the Shanghai Stock Exchange in a timely manner, the listed company shall be urged to disclose or be disclosed truthfully in a timely manner
Clarification; If a listed company does not disclose or clarify, it shall report to the public in a timely manner
Report of Shanghai Stock Exchange
If one of the following circumstances is found, urge the listed company to make an explanation
And make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time: (I)
Suspected of violating the listing rules and other relevant business rules; (Ⅱ)
Professional opinions issued by securities service institutions and their signatories may
14. There can be false records, misleading statements or major omissions. In 2021, dingyang technology did not violate the above-mentioned circumstances and laws or other improper circumstances; (III) current situation of the company
Articles 71 and 72 of the recommendation measures
situation; (IV) the company does not cooperate with the continuous supervision; (Ⅴ)
Other information that Shanghai Stock Exchange or the sponsor deems necessary to report
situation
Formulate the on-site inspection plan for listed companies, clarify that the sponsor has formulated the relevant 15 on-site inspection requirements for on-site inspection, ensure the quality of on-site inspection, and clarify the on-site inspection requirements
Where a listed company is under any of the following circumstances, the recommendation institution and the guarantor shall
The recommendation representative shall be 15 days from the date when he knows or should know
Special on-site verification within days: (I) major financial problems
Suspected of counterfeiting; (II) in 2021, the controlling shareholder, actual controller and directors of dingyang technology did not have the above 16 events, and the supervisors or senior managers were suspected of embezzling the listed company
Interests; (III) there may be major breach of guarantee; (Ⅳ)
There are significant abnormalities in capital transactions or cash flows; (V) upper
The Shanghai Stock Exchange or the recommendation institution deems it necessary to conduct on-site
Other matters to be verified.
2、 Problems found by the recommendation institution and the recommendation representative and their rectification
None.
3、 Major risk matters
During the continuous supervision period, the company’s main risks are as follows:
(I) core competitiveness risk
1. Risk of loss of core technical personnel
General electronic testing and measuring instruments are technology intensive products, and there is a great demand for compound talents with rich technical experience. The company attaches great importance to the cultivation of technical talents, and has formulated corresponding mechanisms to encourage technological innovation and ensure the effective organization and successful implementation of various R & D work. If the core technical personnel are lost in the future, the company’s technological innovation and product innovation will be adversely affected, putting the company in a disadvantageous position in market competition.
2. Risk of intellectual property disputes
The company’s products and industry are technology intensive, and the protection of relevant intellectual property rights is particularly important to the company and other manufacturers in the industry. Considering the company’s strategy of global operation, the legal environment faced by overseas operation is more complex, and there is mutual mobility of technicians in the industry. With the development of the industry and the intensification of market competition, the intellectual property disputes caused by market competitors or other subjects for various purposes may be difficult to completely avoid. Due to the complexity of intellectual property investigation, application, authorization, negotiation and judgment, if the company fails to properly handle all kinds of complex intellectual property issues and disputes, it will have an adverse impact on the normal production and operation of the company. If the patent application fails, the intellectual property is infringed and embezzled by a third party, or a third party files a dispute or lawsuit over the company’s intellectual property, it will have an adverse impact on the company’s production and operation and technological innovation.
3. Risk of core technology disclosure
General electronic testing and measuring instruments have high technical content. The company’s existing product technology and independent intellectual property rights of a number of products and technologies in the R & D stage are the embodiment of the company’s core competitiveness. The company has formulated the internal control system related to the confidentiality management procedure. The labor contracts signed with employees contain confidentiality clauses. At the same time, the company has signed separate confidentiality agreements with other employees except the front-line production personnel. There has been no technical disclosure since its establishment. With the expansion of the company’s scale, the complexity of personnel and technology management will also increase. Once the company’s core technology is leaked, it will have a great adverse impact on the development of the company.
(III) business risk
1. There is a risk that the tax cost will increase and even the export of products will be limited due to the trade friction between China and the United States
The United States is the main exporter of the company’s products. During the reporting period, the parent company’s income from the United States was 800436 million yuan, accounting for 30.10% of the operating income in the same period. Before July 2018, the United States implemented a zero tariff policy on the company’s products. With the escalation of trade friction, the company’s products have been subject to additional tariffs. As of the signing date of this report, all products exported to the United States have been subject to additional tariffs of 25%.
If the trade friction between China and the United States is further intensified in the future, it may lead to a further increase in tariffs on the company’s products and even the risk of product export restrictions, which will have an adverse impact on the company’s production and operation, and then on the company’s overall operating performance.
2. Risk of insufficient expansion and management capacity of distribution system
The company’s own brand adopts the sales mode of distribution and direct sales. As of the end of the period, the company had 226 distributors, with a large number and wide distribution. As the general electronic testing and measuring instruments are technology intensive products, they have high requirements for the professionalism of dealers, and the cultivation cycle of high-quality dealers is long, but the company started
With the continuous expansion of the company’s business scale and the gradual development of the product structure to a higher grade, the number and distribution of the company’s dealers may further increase, which will increase the difficulty of the company’s management of dealers and put forward higher requirements for the company to train high-quality dealers.
If the company fails to improve the management ability of dealers and effectively expand or cultivate high-quality dealers, the dealers will not be able to provide high-quality services for end customers, which may have an adverse impact on the promotion of the company’s brand and products, thus affecting the continuous growth of the company’s business performance.
3. The rising price of raw materials and the tight supply of chips lead to the risk of delivery delay
twenty
