Zhongtai Securities Co.Ltd(600918)
About Guangdong Fuxin Technology Co.Ltd(688662)
Annual continuous supervision and tracking report in 2021
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as " Zhongtai Securities Co.Ltd(600918) " or "recommendation institution") as a recommendation institution for Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as " Guangdong Fuxin Technology Co.Ltd(688662) " or "company") to make initial public offering of shares and list on the science and innovation board, Be responsible for the continuous supervision after Guangdong Fuxin Technology Co.Ltd(688662) listing according to the requirements of relevant laws, regulations and normative documents, such as the administrative measures for the recommendation business of securities issuance and listing, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the administrative measures for the registration of initial public offering of science and Innovation Board (for Trial Implementation), and issue the annual follow-up report of this continuous supervision. 1、 Continuous supervision
No. work content and continuous supervision
Establish, improve and effectively implement the continuous supervision system, and the recommendation institution has established, improved and effectively implemented the continuous supervision system. 1. Formulate corresponding work measures and work plans for specific continuous supervision work.
Row.
According to the relevant provisions of the CSRC, the recommendation institution has signed an underwriting and recommendation agreement with Guangdong Fuxin Technology Co.Ltd(688662) before the commencement of the continuous supervision. 2. The agreement defines the rights and obligations of both parties during the continuous supervision, specifies the rights and obligations of both parties during the continuous supervision, and reports it to the Shanghai stock exchange for the record.
And report to Shanghai stock exchange for the record.
Through daily communication, regular return visit, on-site inspection and due diligence, during the annual continuous supervision in 2021, the recommendation institution will carry out continuous supervision through three-day investigation. Regular communication, regular or irregular return visits and other means have carried out continuous supervision on Fuxin technology.
During the period of continuous supervision, if Guangdong Fuxin Technology Co.Ltd(688662) during the period of continuous supervision, the listed company violates the law in 2021 in accordance with the relevant provisions, and no violation of law 4 occurs, it shall report to the illegal Shanghai stock exchange that must make a public statement according to the relevant provisions before disclosure, and the violation of law shall be approved by the Shanghai Stock Exchange.
After review, it shall be announced on the designated media.
Violation by listed companies or related parties during continuous supervision
In case of violation of laws, breach of commitments and other matters, it shall be self discovered or
5 Guangdong Fuxin Technology Co.Ltd(688662) did not occur during the continuous supervision period within five working days from the date of discovery to Shanghai Securities in 2021
The report of the exchange, including the listed company or relevant violations of laws and regulations or breach of commitments.
The party concerned violates laws and regulations, violates commitments and other matters
Physical condition, supervision measures taken by the sponsor, etc.
Supervise the listed company and its directors, supervisors and senior managers. During the period of continuous supervision, the recommendation institution shall supervise Guangdong Fuxin Technology Co.Ltd(688662) and its staff to abide by laws, regulations and departmental rules, and the directors, supervisors and senior managers of Shanghai Securities Exchange to abide by laws, regulations, business rules and other normative documents issued by 6e, And the department rules and the business rules issued by Shanghai Stock Exchange and earnestly fulfill its commitments. Other normative documents and earnestly fulfill their commitments.
Supervise listed companies to establish, improve and effectively implement corporate governance
7 systems, including but not limited to the general meeting of shareholders, the board of directors and the supervision and recommendation institution, urging Guangdong Fuxin Technology Co.Ltd(688662) to improve the rules of procedure of the meeting and the corporate governance system of directors, supervisors and senior managers in accordance with relevant regulations, and strictly implement the corporate governance system.
Code of conduct, etc.
Supervise listed companies to establish, improve and effectively implement internal control
Degree, including but not limited to the financial management system and the accounting book. During the continuous supervision period, the sponsor checked the internal control 8 system and internal audit system of Guangdong Fuxin Technology Co.Ltd(688662) , as well as the use of raised funds, the design, implementation and effectiveness of the system. The internal control systems of Fuxin related party transactions, external guarantees, foreign investment and derivative trading technology met the requirements of relevant laws and regulations and were easily implemented The effective implementation of procedures for major business decisions such as the control of subsidiaries can ensure the standardized operation of the company.
And rules, etc.
Supervise listed companies to establish, improve and effectively implement information disclosure
System, review the information disclosure documents and other relevant documents, and the recommendation institution shall supervise Guangdong Fuxin Technology Co.Ltd(688662) strictly 9 and have sufficient reasons to believe that the listed company implements the information disclosure system to Shanghai Securities Exchange, review the information disclosure documents and other submitted documents, and there are no false records, misleading statements and relevant documents.
Or major omission.
Information disclosure documents of listed companies and to the CSRC
Other documents submitted by the Shanghai Stock Exchange
Review and supervise the problematic information disclosure documents in time
Urge the company to correct or supplement, and the company will not correct or supplement
In case of filling, it shall report to Shanghai Stock Exchange in time; The information disclosure documents of Guangdong Fuxin Technology Co.Ltd(688662) of the companies in 10 cities have not been reviewed in advance, and there is no situation that should be reported to Shanghai Stock Exchange in time, and the trading situation should be five months after the listed company performs the obligation of information disclosure.
Complete the review of relevant documents within days, and
The information disclosure documents of the problems shall timely urge the listed companies to
If the listed company does not make corrections or supplements, it shall
Report to Shanghai Stock Exchange in time.
Pay attention to the listed company or its controlling shareholders, actual controllers
During the period of continuous supervision by China Securities Regulatory Commission in 2021, Guangdong Fuxin Technology Co.Ltd(688662) and its 11 administrative penalties, disciplinary actions of Shanghai Stock Exchange, or letters of regulatory concern issued by shareholders, actual controllers, directors, supervisors and senior managers of Shanghai Stock Exchange, and such matters did not occur.
Urge them to improve the internal control system and take measures to correct it
Right.
Continue to pay attention to the performance of the commitments of Guangdong Fuxin Technology Co.Ltd(688662) and its controlling 12 during the annual continuous supervision of the listed company, its controlling shareholders and actual controllers in 2021. If the listed company, its controlling shareholders, shareholders and actual controllers fail to fulfill their commitments, the actual controllers and other matters that fail to fulfill their commitments shall be reported in time.
Report of Shanghai Stock Exchange.
Pay attention to the reports of public media on listed companies and timely respond to them
Check market rumors. After verification, it is found that the listed company
13. There are major matters that should be disclosed but not disclosed by the company or during the 2021 annual continuous supervision period related to the disclosure, which have been verified by the sponsor
If the information is inconsistent with the facts, the listed company shall be urged to investigate truthfully in a timely manner, and Guangdong Fuxin Technology Co.Ltd(688662) there are no such matters.
Disclosure or clarification; Clarification or non disclosure of listed companies
If necessary, it shall report to the Shanghai Stock Exchange in time.
If one of the following situations is found, urge the listed company to make a statement
And make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time
Report: (I) suspected of violating the listing rules and other related industries
Business rules; (II) securities service institutions and their signatories
14. The professional opinions issued may be false and misleading. During the continuous supervision in 2021, Guangdong Fuxin Technology Co.Ltd(688662) there was no violation of laws and regulations such as statements or major omissions or other improper situations mentioned above.
situation; (III) the company appears in Article 70 of the recommendation measures
1. The circumstances specified in Article 72; (IV) the company
Failure to cooperate with continuous supervision; (V) Shanghai Securities Exchange
Other circumstances that the or the sponsor deems necessary to report.
Formulate the on-site inspection work plan for listed companies, make it clear that the sponsor has formulated the on-site inspection work plan and 15 on-site inspection work requirements, so as to ensure that the on-site inspection work quality meets the on-site inspection work requirements.
Quantity.
Where a listed company is under any of the following circumstances, the recommendation institution
The recommendation representative shall know or should know from the date of knowing
Special on-site verification within 15 days: (I) major problems
Suspected of financial fraud; (II) during the period of continuous supervision of the controlling shareholder and actual controller in 2021, Guangdong Fuxin Technology Co.Ltd(688662) did not occur
16 persons, directors, supervisors or senior managers are suspected of embezzling the above circumstances.
Interests of listed companies; (III) there may be major violations
protect; (IV) there are significant differences in capital transactions or cash flows
Often; (V) recognized by Shanghai Stock Exchange or recommendation institution
Other matters that should be subject to on-site verification
2、 Problems found by the recommendation institution and the recommendation representative and their rectification
None.
3、 Major risk matters
The main risk factors faced by the company are as follows:
(I) core competitiveness risk
1. Risk of core technology disclosure
As a semiconductor thermoelectric technology solution provider and technology driven enterprise, the company's technological advantage is one of the company's core competitiveness. At the same time, as an emerging refrigeration technology, the number and popularity of semiconductor thermoelectric technology are lower than those of traditional refrigeration technology. If the core technology is leaked due to the loss of personnel who master the core technology, the disclosure of technical documents, external theft, adverse intellectual property protection and other reasons, the core competitiveness of the company will be weakened.
2. Risk of loss and shortage of technicians
Semiconductor thermoelectric technology belongs to the research field of interdisciplinary integration. The research objects include thermoelectric material science such as inorganic non-metallic materials, intermetallic compounds and alloys, organic polymer materials, semiconductor physics and thermoelectricity. Therefore, the company's main business requires high technical personnel. However, China's semiconductor thermoelectric industry started late and there is a relative lack of high-quality professional and technical personnel. Especially under the condition of intensified market competition, the competition for technical personnel will become increasingly fierce. If there is a loss of core technical personnel, it may lead to the disclosure of core technology and production process, the slowdown of R & D process, the weakening of competitive advantage and other adverse effects. In addition, with the expansion of the company's business scale and the expansion of technology application fields, there is also a risk of talent shortage.
(II) operational risk
1. New Coronavirus's risk of declining performance
During the reporting period, the epidemic of New Coronavirus pneumonia continued to ferment worldwide, and the delta virus and the MGM virus became more and more popular all over the world. The impact of the epidemic on the company mainly includes: (1) during the reporting period, due to the impact of the epidemic, the global shipping was tight, and the delivery of the company's foreign customers' orders was difficult, resulting in a certain impact on the company's operating performance; (2) Large-scale exhibitions around the world, such as the Canton Fair, are forced to change from offline to online, which affects the sense of experience and efficient communication of new customers and is not conducive to the expansion of new customers; (3) Foreign customers cannot go to the company for on-site business exchange activities such as cooperative development of new products, which affects the update speed of ODM products between the company and customers to a certain extent.
If the New Coronavirus pneumonia epidemic is further aggravated in the future, the uncertainty of order demand of China and foreign customers will further increase, and the company's operating performance will be in a downward trend.
2. The risk of single customer of the company's main products
The company is positioned as a provider of semiconductor thermoelectric technology solutions and application products. Different application scenarios require different technical solutions. Therefore, the company gives priority to customers with strong market promotion intention or ability in the relatively new application field of thermoelectric machine, so as to accelerate the process of industrial application field. During the reporting period, the company's sales customers of beer machines, constant temperature mattresses and milk freezing machines were mainly single customers.
If the marketing promotion of the above customers is less than expected in the future, or even no longer cooperate with the company, it will have an adverse impact on the marketing and operating performance of the company's related products.
3. Raw material price fluctuation risk
The company's main raw materials include electrical parts, aluminum parts and plastics. The purchase price of raw materials is the main factor affecting the company's operating cost, and the price fluctuation of raw materials will have a great impact on the company's gross profit. If the price of raw materials rises in the future, and the company cannot reasonably arrange procurement, control the cost of raw materials or adjust the product price in time, the rise of raw material price will have an adverse impact on the profitability of the company.
4. Risks of capacity digestion of projects invested with raised funds
The raised funds are mainly invested in the industrialization and upgrading project of semiconductor thermoelectric devices and systems, the capacity expansion project of semiconductor thermoelectric machine products and the construction project of R & D center. After the completion of the project, the newly increased external sales (excluding self use) capacity is: 650000 thermoelectric machine application products / year, 2.35 million thermoelectric systems / year and 6 million thermoelectric devices / year. After the project is put into operation, the company's capacity will increase significantly, The company needs to carry out large-scale market expansion to digest the new production capacity.
If the product market supply and demand changes, the company's market expansion progress is less than the capacity expansion scale, or there is a deviation in the grasp of new product technology and market development trend, the new product cannot adapt to the changing market demand, or there are adverse changes in market competition, marketing promotion and Industry development situation, it will have an adverse impact on the capacity digestion and implementation effect of the company's raised investment projects, resulting in the company's production and marketing rate The decline of capacity utilization will have an adverse impact on the improvement of the company's revenue and operating performance.
(III) exchange rate fluctuation risk
During the reporting period, the company's exchange gains and losses were 2.476 million yuan, and the absolute value of exchange gains and losses accounted for 2.42% of the total profits in the same period. In the future, with the growth of the company's export business scale, the amount of exchange loss caused by exchange rate fluctuation will increase
