About Zhuhai Cosmx Battery Co.Ltd(688772)
On site inspection report of continuous supervision in 2021
Shanghai Stock Exchange:
In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “recommendation institution”) is a recommendation institution that is performing the continuous supervision of Zhuhai Cosmx Battery Co.Ltd(688772) (hereinafter referred to as ” Zhuhai Cosmx Battery Co.Ltd(688772) “, “listed company” and “company”), The company conducted on-site inspection on the standardized operation from the date of listing (October 15, 2021) to this on-site inspection (hereinafter referred to as “this continuous supervision period”), and the relevant reports on the on-site inspection are as follows:
1、 Basic information of this on-site inspection
(I) recommendation institution
China Merchants Securities Co.Ltd(600999)
(II) sponsor representative
Wang Dawei, Liu zongkun
(III) on site inspection time
December 28, 2021 to December 31, 2021
(IV) on site inspectors
Wang Dawei, Liu zongkun, Zhang Donghao
(V) on site inspection contents
Corporate governance and internal control, information disclosure, independence, capital transactions with related parties, use of raised funds, related party transactions, external guarantees, major foreign investment, business status of the company and performance of commitments, etc.
(VI) on site inspection means
1. Check the company’s main business premises and ask relevant personnel of the company;
2. Consult the company’s current effective articles of association, corporate governance system, internal control and other documents;
3. Check the documents of the three meetings held by the company during the continuous supervision;
4. Review the company’s information disclosure documents during the continuous supervision period;
5. During the construction period, the bank shall continuously check the progress of the raised funds in the special account of the company, and supervise the on-site inspection of the raised funds of the bank;
6. Check the relevant data of related party transactions, external guarantees and major external investments of the company during the continuous supervision period.
2、 Specific matters and opinions of this on-site inspection
(I) corporate governance and internal control
The on-site inspectors consulted the Zhuhai Cosmx Battery Co.Ltd(688772) current effective articles of association, rules of procedure of the third board of directors and other internal control systems, collected the meeting notices, minutes and resolutions of the general meeting of shareholders, the board of directors and the board of supervisors, and checked the relevant announcements of the company.
After verification, the sponsor believes that the articles of association and governance system are complete and compliant, the relevant systems are effectively implemented, the directors, supervisors and senior managers of the company can perform their responsibilities in accordance with the requirements of relevant regulations, and the internal control system is effectively implemented.
(II) information disclosure
The on-site inspectors consulted the documents of the company’s three sessions and compared them with the publicly disclosed announcements to verify whether the company fulfilled its information disclosure obligations in accordance with the requirements of relevant laws and regulations and whether the company’s information was truly, accurately and timely disclosed on the designated media or website.
After verification, the sponsor believes that during the continuous supervision period, the company has fulfilled the necessary information disclosure obligations, and there are no false records, misleading statements or major omissions in the information disclosure.
(III) independence and capital transactions of controlling shareholders, actual controllers and other related parties
The on-site inspectors inspected the production and operation of the company and verified the transactions and capital transactions between the company and the controlling shareholders, actual controllers and other related parties.
After verification, the recommendation institution believes that during the continuous supervision period, the company’s assets are complete, the personnel, institutions, business and finance remain independent, and there is no illegal occupation of the funds of the listed company by related parties.
(IV) use of raised funds
The on-site inspectors inspected the on-site construction of the raised investment project, verified the relevant management system of the company’s raised funds, the tripartite supervision agreement of raised funds, bank statements and the standing book for the use of raised funds, and consulted the meeting minutes, announcements and contract materials related to the use of raised funds.
After verification, the recommendation institution believes that during the continuous supervision period, the raised funds are deposited in the special account for raised funds, and a tripartite supervision agreement for raised funds has been signed with the recommendation institution and the commercial bank storing the raised funds. The company has formulated the raised funds management system, which can store and use the raised funds in accordance with the relevant regulations. The company’s raised funds are not occupied by related parties, entrusted financial management in violation of regulations, or changed the purpose of the raised funds without performing the review procedures.
(V) related party transactions, external guarantees and major foreign investment
The on-site inspectors consulted the articles of association, documents of the third meeting of the board of directors, relevant internal control documents and other materials, and learned about the related party transactions, foreign guarantees, major foreign investment and other information of the company during the continuous supervision period.
After verification, the recommendation institution believes that during the continuous supervision period, the company has no illegal related party transactions, illegal external guarantees and illegal major foreign investment.
(VI) operation
The on-site inspectors inspected the company’s main production and operation sites, consulted the company’s financial statements and other financial data, understood the company’s business performance and business development, and understood the recent changes in the industry and market of the company’s main business.
After verification, the sponsor believes that the business model and business structure of the company have not changed significantly since its listing, and the operation of the company is normal. The market prospect and industrial business environment of the company’s main business have not changed significantly.
(VII) other matters that the recommendation institution deems necessary for on-site inspection
None.
3、 Matters and suggestions brought to the attention of listed companies
In view of the continuous introduction of laws and regulations on the standardized operation and information disclosure of listed companies by Shanghai Stock Exchange, and the Ministry of finance has successively revised and issued some accounting standards for business enterprises, it is recommended that the company’s directors, supervisors, senior managers and relevant personnel continue to actively organize learning. At the same time, the company shall continue to reasonably arrange the use of raised funds and orderly promote the construction and implementation of raised investment projects in strict accordance with the requirements of laws, regulations and normative documents such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
4、 Are there any matters that should be reported to CSRC and Shanghai Stock Exchange
During this on-site inspection, no matters that Zhuhai Cosmx Battery Co.Ltd(688772) should be reported to CSRC and Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant provisions of Shanghai Stock Exchange were found. 5、 Cooperation of listed companies and other intermediaries
In the process of this on-site inspection, the listed company has given positive and active cooperation and provided necessary support for this on-site inspection.
6、 Conclusion of this site inspection
Through this on-site inspection, the sponsor believes that during this continuous supervision period, Zhuhai Cosmx Battery Co.Ltd(688772) meets the requirements of CSRC in major aspects such as corporate governance and internal control, information disclosure, corporate independence, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, external guarantee, major foreign investment and operation status Relevant requirements of Shanghai Stock Exchange.
(no text below)
(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) on Zhuhai Cosmx Battery Co.Ltd(688772) 2021 annual on-site inspection report of continuous supervision) sponsor representative:
Liu zongkun, Wang Dawei
China Merchants Securities Co.Ltd(600999) January 10, 2022
