China International Capital Corporation Limited(601995)
About Youon Technology Co.Ltd(603776)
On site inspection report of continuous supervision in 2021
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2020] No. 2772 document, Youon Technology Co.Ltd(603776) on November 24, 2020 publicly issued 8864800 convertible corporate bonds with a face value of 100 yuan each. The total amount of funds raised in this issuance is 886.48 million yuan, and the issuance expenses excluding tax are 164789 million yuan. The net amount of funds actually raised is 870011 million yuan.
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor”) as the sponsor of Youon Technology Co.Ltd(603776) (hereinafter referred to as ” Youon Technology Co.Ltd(603776) ” and “company”) for initial public offering of shares, listing on Shanghai Stock Exchange and public issuance of convertible corporate bonds, in accordance with the administrative measures for securities issuance and listing sponsor business Based on the principles of prudence, diligence and due diligence, and taking into account the actual needs of epidemic prevention and control in Shanghai, the on-site inspection of Youon Technology Co.Ltd(603776) was conducted in April 2022 by consulting relevant materials and video interviews, The details are as follows: I. Basic information of raised funds
In April 2022, China International Capital Corporation Limited(601995) project team conducted on-site inspection on the company by interviewing relevant personnel of the company, inspecting the business premises, understanding the construction of the investment projects with raised funds, and consulting the bank statement of the special account for raised funds, “three meetings” documents, information disclosure documents and relevant contracts. The main contents of on-site inspection include:
(I) corporate governance and internal control;
(II) information disclosure;
(III) independence and capital transactions with controlling shareholders, actual controllers and other related parties;
(IV) use of raised funds;
(V) related party transactions, external guarantees and major foreign investment;
(VI) business conditions;
(VII) other circumstances. 2、 Opinions on on-site inspection items one by one
(I) corporate governance and internal control
The on-site inspectors consulted Youon Technology Co.Ltd(603776) the articles of association, the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors and other internal control systems, collected and consulted Youon Technology Co.Ltd(603776) various meeting resolutions, meeting minutes and other materials, and focused on whether the convening methods and procedures of the above meetings were legal and compliant and whether the avoidance voting system for relevant matters was implemented; Consulted the relevant documents and records of the company’s internal audit department.
After verification, the recommendation institution believes that: Youon Technology Co.Ltd(603776) in accordance with the company law and other normative documents, has formulated the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, rules of procedure of the board of supervisors and other rules and regulations, which provide a code of conduct and action guide for the standardized operation of the company; The company has established and improved the system of general meeting of shareholders, board of directors, board of supervisors, independent directors and Secretary of the board of directors according to law; The responsibilities of the above-mentioned institutions and personnel specified in the articles of association are complete and clear; The responsibilities and checks and balances of the general meeting of shareholders, the board of directors, the board of supervisors and senior executives of the company are functioning effectively, the decision-making procedures and rules of procedure are democratic and transparent, and the internal supervision and feedback system is sound and effective; The company has established and improved the internal audit system and internal control system, and set up an internal audit department to independently supervise and evaluate the financial revenue and expenditure and economic activities of the unit and its subordinate units. The internal control system has been effectively implemented.
Youon Technology Co.Ltd(603776) corporate governance system and internal control system have basically been effectively implemented, with good internal control environment and effective risk control.
(II) information disclosure
The on-site inspectors reviewed the Youon Technology Co.Ltd(603776) related information disclosure system and relevant announcements of the company, and inspected the internal application and approval process of the company’s information disclosure matters.
After verification, the recommendation institution believes that: Youon Technology Co.Ltd(603776) the information disclosure system complies with the relevant provisions, the announcement disclosed by the company is consistent with the actual situation, the disclosure content is complete, there are no matters that should be disclosed but not disclosed, the information disclosure archives are complete, and the information disclosure basically complies with the relevant provisions of Shanghai Stock Exchange.
(III) independence and capital transactions with controlling shareholders, actual controllers and other related parties
The on-site inspectors checked the capital transactions between the controlling shareholders, actual controllers and other related parties and the listed company, consulted the meeting materials of the third session of the company and the company’s accounts, and communicated with the financial personnel.
After verification, the recommendation institution believes that Youon Technology Co.Ltd(603776) assets are complete, assets, personnel, institutions, business and finance remain completely independent, and there is no case of related parties illegally occupying Youon Technology Co.Ltd(603776) funds.
(IV) use of the company’s raised funds
The on-site inspectors communicated with the company’s management and consulted the information of the raised funds account, the relevant original vouchers of the raised funds, the bank statement, the relevant meeting minutes and the company’s announcement.
After verification, the recommendation institution believes that the company has established a special account storage system for raised funds and can store and use the raised funds in accordance with relevant regulations. The company has performed relevant decision-making procedures for the use of raised funds in accordance with regulations, and there is no use of raised funds prohibited by laws and regulations.
(V) related party transactions, external guarantees and major foreign investment
The on-site inspectors consulted the company’s relevant systems, resolutions of the general meeting of shareholders, the board of directors and the board of supervisors and information disclosure documents, as well as the company’s relevant guarantee contracts, foreign investment agreements, etc.
After verification, the sponsor believes that the related party transactions between the company and related parties are carried out in strict accordance with the relevant provisions of the company’s related party transactions, and have fulfilled the relevant information disclosure obligations and review procedures; The transaction pricing with related parties shall be in accordance with the principles of openness, fairness and impartiality, and shall not affect the independence of the company’s operation; The company’s major business decisions such as external guarantee and external investment are strictly implemented in accordance with the relevant provisions of the company. The decision-making procedures comply with the relevant provisions of the company law, the stock listing rules of Shanghai Stock Exchange and the articles of association, and there is no damage to the interests of the company’s shareholders.
(VI) operation
The on-site inspectors consulted the company’s regular reports, main sales and procurement contracts, the research reports of the company’s industry, understood the changes of the industry, communicated with the company’s directors and senior managers, and conducted on-site inspection on the company’s operation.
After verification, the sponsor believes that the business model of the company has not changed significantly, and the market prospect and business environment of the company’s main business have not changed significantly. The company operates in good condition and its business operates normally. (VII) other matters that the recommendation institution considers should be subject to on-site inspection
None. 3、 Matters and suggestions brought to the attention of the company
The recommendation institution has requested the company to continue to perform the obligation of information disclosure in a timely manner in strict accordance with relevant regulations and improve the protection of investors. 4、 Are there any matters that should be reported to the CSRC and the Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant rules of the Shanghai Stock Exchange
None. 5、 Cooperation of the company and other intermediaries
During this on-site inspection, Youon Technology Co.Ltd(603776) actively provided the required documents and materials, and arranged the interviews and research between the inspectors and the company’s executives and employees, so as to facilitate the on-site inspection of the sponsor. 6、 Conclusion of this site inspection
After on-site inspection, the sponsor believes that: Youon Technology Co.Ltd(603776) in terms of corporate governance, internal control and information disclosure, the system is sound and effectively implemented Youon Technology Co.Ltd(603776) has maintained independence in business, assets, finance, personnel and institutions; There are no illegal capital transactions with controlling shareholders, actual controllers and other related parties; The company does not deposit or use the raised funds in violation of regulations There are no major violations of laws and regulations on foreign investment and guarantee and so on Youon Technology Co.Ltd(603776) ‘s business model and product structure have not undergone major adverse changes, and the operation and management status is normal. (no text below this page)
