China Merchants Securities Co.Ltd(600999)
About Kunshan Guoli Electronic Technology Co.Ltd(688103)
2021 continuous supervision and tracking report
In accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, 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) ” and “sponsor”) as the sponsor of the continuous supervision of Kunshan Guoli Electronic Technology Co.Ltd(688103) (hereinafter referred to as ” Kunshan Guoli Electronic Technology Co.Ltd(688103) ” and “the company”), is responsible for the continuous supervision after the listing of Kunshan Guoli Electronic Technology Co.Ltd(688103) and issues the tracking report of continuous supervision in 2021. 1、 Continuous supervision
No. work content and continuous supervision
Establish, improve and effectively implement the continuous supervision system, and the sponsor has established, improved and effectively implemented 1. Formulate corresponding work plans for specific continuous supervision work, and formulate corresponding work plans according to the specific conditions of the company
According to the relevant provisions of the CSRC, the sponsor has signed a recommendation agreement with the company before the commencement of the continuous supervision work. 2 before the commencement of the continuous supervision work, the sponsor has signed a continuous supervision agreement with the listed company or relevant parties, which defines the agreement between the two parties during the continuous supervision period and the rights, obligations, rights and obligations of both parties during the continuous supervision period
And report to Shanghai stock exchange for record
The company was listed on September 10, 2021. During the period of continuous supervision through daily communication, regular return visit, on-site inspection and due diligence, the sponsor shall carry out continuous supervision through daily channel inspection and on-site inspection
During the period of continuous supervision, if the listed company violates the law in accordance with the relevant provisions, in 2021, if the company does not publicly make a statement in accordance with the relevant provisions 4, it shall report to the illegal and illegal stock exchange in Shanghai that needs to make a statement publicly before disclosure, and the situation will be in compliance after being reviewed by Shanghai Stock Exchange
Announcements 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 be found or
5. Report to the Shanghai Stock Exchange in 2021 within five working days from the date of discovery. The company and relevant parties have not made a report. The report includes the current violations of laws and regulations, 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 organization, etc
6 supervise the listed company and its directors, supervisors and senior managers. During this continuous supervision period, the recommendation institution shall supervise the company
Abide by the laws, regulations, departmental rules and the business rules and other normative documents issued by Shanghai Stock Exchange and its directors, supervisors and senior managers, and earnestly perform the laws, regulations, departmental rules and various commitments made by Shanghai Stock Exchange, Earnestly fulfill all the commitments it has made
Supervise listed companies to establish, improve and effectively implement the corporate governance system, the articles of association, the rules of procedure of the third board of directors and other systems, which comply with 7 degrees, including but not limited to the requirements of relevant laws and regulations of the general meeting of shareholders, the board of directors and the board of supervisors. In 2021, the company had rules of procedure and the effective implementation of relevant governance systems by directors, supervisors and senior managers
Code of conduct, etc
Supervise listed companies to establish, improve and effectively implement the internal control system. The design and implementation of the internal control system of the sponsor company, including but not limited to the financial management system, accounting system and implementation effectiveness, have been verified. The company’s internal control 8 internal audit system, as well as the use of raised funds, related party transactions and systems, meet the requirements of relevant laws and regulations, and have been provided with external guarantee, external investment, derivative transactions Effective implementation of subsidiaries, procedures and rules that can ensure the standardized operation of the company, control and other major business decisions.
Supervise listed companies to establish, improve and effectively implement the information disclosure system
Review the information disclosure documents and other relevant documents, and have the recommendation institution urge the company to strictly implement the information disclosure system. 9. Have sufficient reasons to believe that the listed company submits the disclosure system to the Shanghai Stock Exchange, and review the information disclosure documents and other relevant documents without false records, misleading statements or major 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 supervise the information disclosure documents with problems in time
The municipal company shall make corrections or supplements, and the listed company shall not make corrections or supplements
Any supplement shall be reported to Shanghai Stock Exchange in time. If the information disclosure documents of Companies in 10 cities are not reviewed in advance by the sponsor institution, they shall be reviewed, and there is no situation that they should be timely reported to Shanghai Securities Exchange five trading days after the listed company performs the obligation of information disclosure
Complete the review of relevant documents and solve the existing problems
The listed company shall be urged to correct or supplement the information disclosure documents in a timely manner
If the listed company fails to make corrections or supplements, it shall make improvements in a timely manner
Report of Shanghai Stock Exchange
Pay attention to the listed company or its controlling shareholders, actual controllers and directors in 2021. The company or its controlling shareholders, practical matters, supervisors and senior managers were punished by 11 administrative controllers, directors, supervisors and senior managers of the CSRC, disciplined by the Shanghai Stock Exchange, or were not punished by the administrative punishment of the CSRC by the Shanghai Securities Exchange, and the supervision concern letter issued by the Shanghai Stock Exchange, And urge them to complete the disciplinary action of the stock exchange or be improved by the internal control system of Shanghai Securities Exchange, and take measures to correct the situation of the supervision concern letter issued by the stock exchange
Pay attention to the fulfillment of 12 commitments by listed companies, controlling shareholders and actual controllers. If the listed companies, controlling shareholders and actual controllers fail to fulfill their commitments in 2021, the sponsor shall timely report to the Shanghai stock exchange that there is no failure to fulfill their commitments. 13 pay attention to the reports of public media on listed companies and focus on 2021 in a timely manner, The company did not have such matters to be verified by market rumors.
After verification, it is found that the listed company has
In the event that major matters not disclosed or information and
If the facts are inconsistent, the sponsor shall timely urge the listed company to truthfully
Disclosure or clarification; If the listed company does not disclose or clarify,
It shall report to Shanghai Stock Exchange in time
If one of the following circumstances is found during the continuous supervision, the sponsor
It shall urge the listed company to make explanations and make corrections within a time limit, and report to the public at the same time
Shanghai Stock Exchange reported that: (I) listed companies are suspected of violating
Anti listing rules and other relevant business regulations of Shanghai Stock Exchange
Then; (II) issued by the securities service institution and its signatory
14. The professional opinions may have false records, misleading statements or repeat the year 2021, and the company has no violations of laws and regulations or other improper circumstances such as major omissions of such matters; (Ⅲ)
Listed companies appear in articles 67 and 6 of the recommendation measures
Circumstances specified in Article 18; (IV) listed companies are not equipped with CO insurance
Continuous supervision of the recommender; (V) Shanghai Stock Exchange or
Other circumstances that the sponsor deems necessary to report.
Formulate the on-site inspection plan for listed companies and clarify the current situation
On site inspection requirements to ensure the quality of on-site inspection. upper
In case of any of the following circumstances, the recommendation institution or recommendation institution
The representative shall have 15 days from the date of knowing or should have known
Carry out special on-site verification within: (I) there is a major financial crisis in 2021, and the company is not suspected of needing special cash 15; (II) controlling shareholders, actual controllers, directors and on-site inspection
Supervisors or senior managers are suspected of embezzling the profits of listed companies
Benefits; (III) there may be major breach of guarantee; (IV) capital
There are significant abnormalities in cash flow or cash flow; (V) Shanghai
The stock exchange or the recommendation institution believes that on-site verification should be carried out
Other matters to be investigated
The recommendation institution has paid continuous attention to the commitment matters such as the establishment of the special account storage system for raised funds by listed companies, the use of raised funds, the 16 and implementation of investment projects, the use of raised funds, the implementation of investment projects and so on, Supervise the implementation and other commitments, and guide the company to implement the special account storage system for raised funds and the supervision agreement for raised funds
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 R & D and technological innovation falling short of expectations
Electronic vacuum device is an important part of electronic products and electronic information industry. Its technical level directly determines the quality and performance of electronic information products. The performance and reliability of products are the key factors for downstream customers to consider when selecting suppliers. With the continuous expansion of downstream application fields and the renewal and iteration of end products, R & D and technological innovation capabilities are very important to the operation and development of enterprises. In the future, if the company cannot continuously improve its R & D and innovation ability, and the development of new products and technological upgrading and optimization cannot meet the needs of customers and the market in time, it may have an adverse impact on the company’s performance growth and future operation.
2. Risk of core technology disclosure
Electronic vacuum technology is the comprehensive integration of electromagnetic field analysis technology, insulating material and metal material technology, sealing technology, machining and manufacturing technology, electronic technology, computer communication technology and automatic control technology. Relevant technologies need to be accumulated and developed for many years. Relying on the core technology system based on the electronic vacuum device manufacturing platform, the company has independently developed and mastered the core technologies of electronic vacuum devices such as ceramic metallization, ceramic vacuum sealing, core design and manufacturing. If the company’s core technology is leaked, it may lead to the decline of the company’s core competitiveness and have an adverse impact on production and operation.
3. Risk of technical brain drain
The company is in a technology intensive industry, which requires high comprehensive quality of technicians. Due to the increasingly fierce competition for technical talents in the industry, for example, the company can not provide more favorable conditions in terms of salary, treatment and working environment in the future, can not continuously strengthen the training of new technicians, and can not continuously provide effective incentives for technicians, especially core technicians, which may cause the loss of technical talents and adversely affect the company’s business stability and market competitiveness.
(II) operational risk
1. Risk of downstream application expansion
There are many downstream application fields of electronic vacuum device products, and there are great differences in the requirements of product characteristics, functions, technology and process in different application fields. However, the company is currently small in scale. In the field of new energy vehicles, Hongfa Technology Co.Ltd(600885) and other enterprises occupy most of the market share in China, and the company’s market share is small; In the field of semiconductor equipment manufacturing, the access and certification cycle is long, and it takes a certain time to overcome the barriers of the industry access and certification cycle compared with foreign competitors; There are many market segments and application fields of the company’s products, while the overall operation scale of the company is small. At the same time, the development of multiple fields may face the risk that the existing resources can not be effectively allocated, resulting in the market development less than expected.
2. Risk of overseas sales
The company’s products are exported to the United States and other countries and regions. Overseas markets, especially the US market, are an important source of revenue for the company. The factors affecting the scale of export revenue are complex, and there are uncertainties in the political and economic environment of overseas markets and changes in trade policies. For example, relevant countries raise trade barriers and transaction costs by imposing tariffs, which may adversely affect the company’s export business and then affect the company’s business performance.
3. Risk of intensified market competition
At present, compared with L3 Harris, e2v, Tyco Electronics, Panasonic, Siemens and other international well-known enterprises, the company still has a certain gap in capital strength, production scale, technical reserve and brand influence; In addition, with the expansion of new products and applications, the market scale of the electronic vacuum device industry continues to increase, which will continue to attract new entrants to join the competition, and the competitive pressure of the industry will further intensify. Due to insufficient capital scale and limited production capacity, the company may face the risk of full competition in the field of product segmentation.
In the future, if the company cannot continuously adjust and enrich the product structure, carry out technological upgrading and expand the income scale of high-end fields to effectively deal with the fierce market competition, it will have an adverse impact on the company’s business growth.
4. Product quality control risk
The company’s products are mainly used in military, aerospace, broadcasting and communication, new energy, metallurgy
