China Merchants Securities Co.Ltd(600999)
About Quectel Wireless Solutions Co.Ltd(603236)
Annual work report of continuous supervision in 2021
Name of Sponsor: China Merchants Securities Co.Ltd(600999) name of sponsored company: Quectel Wireless Solutions Co.Ltd(603236)
Name of sponsor representative: Xiao Yan Tel: 02085509486
Contact address: China Merchants Securities Co.Ltd(600999) building, No. 111, Fuhua 1st Road, Futian District, Shenzhen
Name of sponsor representative: Zhang Jian Tel: 02085509486
Contact address: China Merchants Securities Co.Ltd(600999) building, No. 111, Fuhua 1st Road, Futian District, Shenzhen
With the approval of the reply on the approval of Quectel Wireless Solutions Co.Ltd(603236) initial public offering of shares (zjxk [2019] No. 1061) issued by China Securities Regulatory Commission, Shanghai Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. (hereinafter referred to as " Quectel Wireless Solutions Co.Ltd(603236) " or "the company") issued 22.3 million shares in the initial public offering at a price of RMB 43.93 per share, and the total amount of funds raised this time was RMB 97963900, After deducting the issuance expenses of 776389 million yuan (excluding tax), the net amount of funds actually raised was 902 million yuan. All the above raised funds have been received on July 10, 2019, and the capital verification report (Xin Kuai Shi Bao Zi [2019] No. zf10606) has been issued by Lixin Certified Public Accountants (special general partnership).
With the approval of the reply on the approval of Quectel Wireless Solutions Co.Ltd(603236) non-public Development Bank shares (zjxk [2021] No. 174) issued by China Securities Regulatory Commission, the company issued 4807714 RMB ordinary shares (A shares) by non-public offering, with an issue price of 221.20 yuan / share. The total amount of funds raised in this offering was 1063466300 yuan, After deducting the issuance expenses of 2.6102 million yuan (excluding tax), the net amount of raised funds is 1060856100 yuan. All the above raised funds have been received on March 12, 2021, and the capital verification report (Xin Kuai Shi Bao Zi [2021] zf10142) has been issued by Lixin Certified Public Accountants (special general partnership).
In accordance with the provisions of the securities law, the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 - continuous supervision and other relevant laws and regulations, China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " or "recommendation institution") acts as Quectel Wireless Solutions Co.Ltd(603236) initial public offering and listing of A-Shares The sponsor of non-public offering of A-Shares shall continuously supervise Quectel Wireless Solutions Co.Ltd(603236) until December 31, 2022. The sponsor's continuous supervision in 2021 is summarized as follows:
1、 Overview of continuous supervision in 2021
No. implementation of work content
China Merchants Securities Co.Ltd(600999) has established, improved and effectively implemented the continuous supervision system, and has implemented the continuous supervision system. The corresponding work plan has been formulated according to the continuous supervision work. The company has formulated corresponding work plans according to the specific conditions of the company.
China Merchants Securities Co.Ltd(600999) and Quectel Wireless Solutions Co.Ltd(603236) signed the recommendation agreement according to the relevant provisions of the China Securities Regulatory Commission, and China Merchants Securities Co.Ltd(600999) was responsible for signing the continuous supervision agreement with the listed company or relevant parties before China Merchants Securities Co.Ltd(600999) was responsible for 2. For the continuous issuance of shares to the public, the rights and obligations of both parties during the continuous supervision were clarified and reported to Shanghai supervision, The agreement has made it clear that the stock exchanges of both parties shall record. The rights and obligations during the continuous supervision shall be reported to Shanghai stock exchange for the record.
During the period of continuous supervision in 2021, China Merchants card will carry out continuous supervision through daily communication, regular return visit, on-site visit, due diligence, etc. By means of regular return visit, on-site office and visit, the company has carried out continuous supervision.
During the period of continuous supervision, if the listed company violates the laws and regulations in accordance with the relevant provisions, and the company fails to publicly make a statement in accordance with the provisions of Article 4 during the period of continuous supervision, it shall report to the violation exchange that is required to make a statement in accordance with the relevant provisions of Shanghai securities before disclosure, and after being reviewed by Shanghai Stock Exchange, it shall specify the violations of laws or commitments
Announcements in the media.
During the period of continuous supervision, if the listed company or the relevant party violates the law, the company or the relevant party has no violations of the law, 5 regulations, commitments and other matters, it shall self discover or should discover the regulations, commitments and other matters.
Report to the Shanghai Stock Exchange within five working days from the date of.
Supervise listed companies and their directors, supervisors and senior managers to comply with
6. The company and its directors, supervisors and senior executives have no violation of business rules and other normative documents issued by laws, regulations, departmental rules and Shanghai Stock Exchange, and earnestly perform their legal violations.
Commitments of the.
Supervise listed companies to establish, improve and effectively implement the corporate governance system China Merchants Securities Co.Ltd(600999) urge the company to improve and improve the corporate governance system in accordance with the latest requirements 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, as well as the code of conduct of directors, supervisors and senior managers. Strictly implement the corporate governance system.
Supervise listed companies to establish, improve and effectively implement internal control system, including
Including but not limited to the financial management system, accounting system and internal investment promotion system, urging the company to strictly implement the internal control 8 audit system, as well as the use of raised funds, related party transactions and external undertaking system.
Insurance, foreign investment, derivatives trading, control of subsidiaries, etc
Procedures and rules for large-scale business decision-making, etc.
Supervise listed companies to establish, improve and effectively implement the information disclosure system
9. Review the information disclosure documents and other relevant documents with sufficient reasons. For details, see "II. Information disclosure and its review reasons. It is believed that the documents submitted by the listed company to the Shanghai Stock Exchange are not good".
There are false records, misleading statements or major omissions.
Review the information disclosure documents of listed companies and other documents submitted to China Securities Regulatory Commission and Shanghai Stock Exchange in advance.
The information disclosure documents with problems shall timely urge the listed company to
No. implementation of work content
If the listed company does not make corrections or supplements, it shall
Report to Shanghai Stock Exchange when necessary.
Failing to review the information disclosure documents of the listed company in advance,
It shall be within five trading days after the listed company performs the obligation of information disclosure
Complete the review of relevant documents within 11. For the letters with problems, see "II. Information disclosure and review of information disclosure documents, timely urge the listed company to correct or supplement the above situation".
If the municipal company does not make corrections or supplements, it shall timely report to Shanghai Securities Exchange
Easy to report.
Pay attention to the listed company or its controlling shareholders, actual controllers, directors and the situation that during the continuous supervision in 2021, the supervisors and senior managers of mobile Yuantong are subject to administrative punishment by the CSRC, disciplinary punishment by Shanghai Securities Exchange and its controlling shareholders, actual controllers and 12 Shanghai Stock Exchange, or the directors, supervisors and senior managers of Shanghai Stock Exchange fail to issue a letter of regulatory concern, And urge them to improve the internal control system to produce such matters.
And take measures to correct it.
Continue to pay attention to the performance of the commitments made by the listed company, the controlling shareholder and the actual controller during the continuous supervision in 2021. If the listed company, the controlling shareholder, the actual controller, the controlling shareholder and the actual controller fail to fulfill their commitments, they shall report the non-compliance to the Shanghai stock exchange in time.
Sue.
Pay attention to public media reports on listed companies and timely target the market
Check the rumor. After verification, it is found that the listed company has
14. If the disclosure of major matters not disclosed or the information and facts disclosed are not consistent with the continuous supervision period in 2021, the listed company shall be urged to disclose truthfully or clarify in time; No such matters occurred in the letter.
If the listed company does not disclose or clarify, it shall report to Shanghai Securities in time
Exchange report.
If one of the following circumstances is found, the sponsor shall urge the listed company to do so
Issue an explanation and make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time:
(I) the listed company is suspected of violating the listing rules and other Shanghai Securities
Relevant business rules of the exchange; (II) during the period of continuous supervision of the securities service institution and its signatories in 2021, the professional opinions issued by 15 personnel of China Mobile Yuantong may contain false records, misleading letters, and the relevant subjects do not have such illegal situations or other improper circumstances as such material statements or major omissions.
Shape; (III) listed companies appear in Article 71 of the recommendation measures
Circumstances stipulated in Article 72; (IV) listed companies are not equipped with CO insurance
Continuous supervision of the recommender; (V) Shanghai Stock Exchange or sponsor
Other situations that people think need to be reported.
16. Formulate the on-site inspection plan for listed companies, clarify the on-site China Merchants Securities Co.Ltd(600999) and strictly implement the inspection requirements of on-site inspectors to ensure the quality of on-site inspection. Make.
If a listed company is under any of the following circumstances, it shall know or should
Within 15 days from the date of knowing or as required by Shanghai Stock Exchange
Within the time limit, special on-site inspections were conducted on Listed Companies: (I) during the continuous supervision of the holding company in 2021, 17 shareholders, actual controllers or other related parties of mobile Yuantong occupied the funds of Shanghai credit and related subjects for non-profit, and there were no such municipal company funds; (II) providing guarantee for others in violation of regulations; (III) violation.
Use the raised funds in accordance with regulations; (IV) illegal securities investment and Hedging
Hedging business, etc; (V) the related party transaction is obviously unfair or fails to perform the audit
Approval procedures and information disclosure obligations; (VI) loss or loss of business performance
No. implementation of work content
The profit of the industry decreased by more than 50% over the same period of last year; (VII) Shanghai Securities
Other circumstances required by the exchange.
Regularly check the of the special account for raised funds every month, and continue to pay attention to the commitment matters such as the storage of the issuer's special account for raised funds, the bank statement of investment projects and the implementation of the company's raised funds 18. Pay attention to the implementation of the company's investment and the use of the funds raised by the special account.
2、 Information disclosure and review
In accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and other relevant provisions of the CSRC, the recommendation institution reviewed the information disclosure documents during the continuous supervision period of Quectel Wireless Solutions Co.Ltd(603236) 2021 in advance or after the event, inspected the content and format of the information disclosure documents and the relevant procedures performed, and included them in the relevant documents
