Minsheng Securities Co., Ltd
About Shareate Tools Ltd(688257)
2021 continuous supervision and tracking report
In accordance with the provisions of relevant laws and regulations such as 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, and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, Minsheng Securities Co., Ltd. (hereinafter referred to as the "sponsor") as the sponsor of Shareate Tools Ltd(688257) (hereinafter referred to as " Shareate Tools Ltd(688257) " or "the company") initial public offering of shares and listing on the science and innovation board, is responsible for the continuous supervision after Shareate Tools Ltd(688257) listing, and issues this continuous supervision 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, in the process of continuous supervision, the recommendation institution has signed the continuous supervision recommendation agreement with the listed company or relevant parties before the commencement of insurance 2 with Shareate Tools Ltd(688257) Shareate Tools Ltd(688257) . The agreement defines the existing agreements 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 recommendation institution carries 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., understands the business development of Shareate Tools Ltd(688257) and continuously supervises Shareate Tools Ltd(688257)
During the period of continuous supervision, if a listed company makes a public statement on the illegal matters of Shareate Tools Ltd(688257) in 2021 in accordance with the relevant provisions, it shall report to the Shanghai Stock Exchange before disclosure. There are no illegal and illegal situations 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, commitments and other matters, a report shall be made to Shanghai Stock Exchange within five working days from the date when Shareate Tools Ltd(688257) in 2021 is found or should be found during the continuous supervision period. The contents of the report include the matters of listed companies or relevant parties
The specific conditions of violations of laws and regulations, breach of commitments and other matters shall be guaranteed
Supervision measures taken by the recommender, etc
During the period of continuous supervision, the recommendation institution shall supervise the listed company and its directors, supervisors and senior managers Shareate Tools Ltd(688257) , And earnestly implement the business regulations issued by Shanghai Stock Exchange, the commitments made by it and other normative documents, and earnestly fulfill the commitments made by it
Supervise listed companies to establish, improve and effectively implement corporate governance, and the recommendation institution shall supervise Shareate Tools Ltd(688257) in accordance with relevant 7 systems, including but not limited to the provisions of the general meeting of shareholders, the board of directors and supervisors, improve and improve the corporate governance system, the rules of procedure of the meeting, and the and strict implementation of directors, supervisors and senior managers, and supervise directors, 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 recommendation institution has verified the design, implementation and effectiveness of Shareate Tools Ltd(688257) 's internal control system, including but not limited to 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 investigation, Shareate Tools Ltd(688257) 's internal control system is consistent with the external guarantee, foreign investment, derivative transactions The relevant laws and regulations of subsidiaries have been effectively implemented, and the procedures and rules of major business decisions such as the control of subsidiaries can ensure the standardized operation of the company
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 urges Shareate Tools Ltd(688257) to strictly implement the information disclosure system of listed companies to Shanghai Stock Exchange. 9. There are sufficient reasons to believe that there are no false records, misleading statements or duplicates and other relevant documents in the documents submitted by the information disclosure documents
Big omission
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 documents of Shareate Tools Ltd(688257) in advance, it shall review the documents of the listed company and complete the review of the relevant documents reported to the Shanghai Stock Exchange within five trading days after timely performing the obligation of information disclosure
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
The directors, supervisors and senior managers were punished by the CSRC in 2021, Shareate Tools Ltd(688257) and its controlling shares 11, disciplined by the Shanghai Stock Exchange, or issued a regulatory concern letter by the Shanghai Securities East, the actual controller, directors, supervisors and the Shanghai Stock Exchange, and urged their senior managers not to have such matters
Improve the internal control system and take measures to correct it
Continue to pay attention to the performance of Shareate Tools Ltd(688257) and its controlling shares 12 in 2021 by the listed company, its controlling shareholders and actual controllers. If the listed company, its controlling shareholders, actual shareholders and actual controllers do not fail to fulfill their commitments, such as the controller, they shall make a timely commitment to SSE
Exchange report
Pay attention to the reports of public media on listed companies and timely target them
Check market rumors.
After verification, if it is found that the listed company has 13 major matters that should be disclosed but not disclosed or the disclosed information is not inconsistent with the facts in 2021, Shareate Tools Ltd(688257) there is no inconsistency between them, the listed company shall be urged to disclose truthfully or report to Shanghai Stock Exchange in time for clarification; If the listed company does not disclose or clarify, it shall report to the
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) the professional 14 opinions issued by the securities service institution and its signers may contain false records, misleading statements or major legacy. In 2021, Shareate Tools Ltd(688257) there was no violation of laws and regulations or other improper circumstances such as the above omissions; situation
(III) the company appears in articles 71 and 72 of the recommendation measures
Circumstances stipulated in Article 72;
(IV) the company does not cooperate with the continuous supervision;
(V) the Shanghai Stock Exchange or the sponsor deems it necessary to report
Other circumstances
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
In case of any of the following circumstances of a listed company, the sponsor shall be aware of it
Within 15 days from the date of knowing or should know, or Shanghai Securities Exchange
Carry out special on-site inspection on listed companies within the time limit required by Yi
Check:
(I) non controlling shareholders, actual controllers or other related parties
Operating occupation of funds of listed companies;
16 (II) providing guarantee for others in violation of regulations; In 2021, Shareate Tools Ltd(688257) did not use the raised funds in violation of (III) above; situation
(IV) conduct securities investment and hedging business in violation of regulations;
(V) related party transactions are obviously unfair or fail to perform the approval procedures and procedures
Information disclosure obligations;
(VI) loss in performance or decrease in operating profit over the same period of last year
Reduce by more than 50%;
(VII) other circumstances required by Shanghai Stock Exchange
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 brain drain or shortage of technical talents
High end cemented carbide has high technical barriers. After years of talent training and reserve, by the end of 2021, the company had 91 R & D personnel, accounting for 11.38% of the total number of employees, including 7 core technicians. The above-mentioned core technicians master the company's core technology, which plays a key role in maintaining the competitive advantage of the company's existing products and technologies and promoting the research projects related to new products and technologies. Other R & D personnel also play an important role in improving product quality, reducing production cost and maintaining competitive advantage. With the continuous expansion of business, the company needs more high-quality professional and technical personnel; At the same time, if the core technical personnel are lost, it will have an adverse impact on the company's development of new products and technologies and maintaining the competitive advantage of existing products and technologies. The company has the risk of loss or shortage of technical personnel in the future.
2. Risk of core technology disclosure
The company's current core technology consists of a series of patents and technical secrets, and some core technologies are protected in the form of technical secrets. The company's core technology has the risk of disclosure. Once the company's technology is leaked due to the loss of core technicians and other reasons, it may lead the company's competitors to master the company's core technology and improve its product quality and competitiveness, which will have an adverse impact on the company's competitive advantage.
3. Risk of products being replaced
Cemented carbide has been mass produced for nearly a century and has replaced high-speed steel and other materials in many application fields. With the continuous development of the new material industry, diamond and other superhard materials have also impacted some cemented carbide application fields. For example, diamond tools have replaced some cemented carbide tools with their advantages of high hardness, low coefficient of thermal expansion and high fracture strength. If the application fields of diamond and other superhard materials are gradually expanded, and the production and use costs are greatly reduced with the progress of technology, it will partially replace cemented carbide, which will have an adverse impact on the company's sustainable profitability.
4. Risk of failure in new product development
Cemented carbide and tool products have a rich variety and many application fields. Changes in market demand of subdivided industries affect the development direction of new products in cemented carbide industry chain. As of the end of the reporting period, the R & D projects the company is engaged in cover mining tool alloy, cutting tool alloy, wear-resistant tool alloy, cermet and cemented carbide tools and other products, which are used to develop new brand products, improve the performance of existing products, reduce production costs and enhance product competitiveness. If the company fails in the research and development of new products or fails to realize industrialization, or the company fails to meet the needs of product research and development and technological innovation in the selection of research and development direction of new products, technological innovation mechanism and talent echelon construction, it may lead to the loss of advantages or disadvantages of the company's products in the competitive process, and have an adverse impact on the company's competitive advantage and business performance.
(II) operational risk
1. Raw material price fluctuation risk
The company's main products include cemented carbide and cemented carbide tools. The raw materials required for production are mainly tungsten carbide powder, cobalt powder and alloy steel. During the reporting period, the cost of raw materials accounted for more than 70% of the production cost of cemented carbide and more than 50% of the production cost of cemented carbide tools. Although the supply of the above raw materials is sufficient, the price of raw materials fluctuates to a certain extent due to the global macroeconomic situation and other factors. The rise in the price of raw materials leads to the increase in the production cost of the company's products. If the company fails to increase the product price in time to transmit the pressure of the rise in the price of raw materials to customers, it will have a certain impact on the gross profit margin level and operating performance of the company's main products.
2. Operation and management risks of overseas subsidiaries
In addition to direct export, the company also engages in overseas operations through its transit foreign subsidiaries AMS in Australia and AMS in the United States. The target customers of AMS in Australia and AMS in the United States are mining enterprises such as FMG and BHP Billiton, as well as mining exploration and mining service enterprises such as ddh1 and AUD, which provide consumables comprehensive solutions for their exploration and mining activities, that is, according to the requirements of mining enterprises
