Minsheng Securities Co., Ltd
About Zhiyang Innovation Technology Co.Ltd(688191)
2021 continuous supervision report
According to the reply on Approving the registration of Zhiyang Innovation Technology Co.Ltd(688191) initial public offering of shares (zjxk [2021] No. 614) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Zhiyang Innovation Technology Co.Ltd(688191) company “issued 38261510 ordinary shares (A shares) in RMB for the first time, with a par value of 1.00 yuan per share and an issue price of 11.38 yuan per share, The total amount of funds actually raised is RMB 43541600656, after deducting the issuance expenses of RMB 5711011796 (excluding value-added tax), the net amount of funds raised is RMB 37830588860, and will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange from April 8, 2021.
In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “recommendation measures”), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020) (hereinafter referred to as the “Listing Rules”), etc, Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” and “sponsor”) as the sponsor of Zhiyang Innovation Technology Co.Ltd(688191) IPO and listing on the science and innovation board, continuously supervised Zhiyang Innovation Technology Co.Ltd(688191) and issued the tracking report of continuous supervision in 2021:
1、 Continuous supervision
Serial number or completion of supervision
Establish, improve and effectively implement the continuous supervision system. The sponsor has established, improved and effectively implemented the continuous supervision system, formulated the corresponding supervision system for the specific continuous supervision work, and formulated the work plan for the specific continuous supervision work. Work out corresponding work plan.
According to the relevant provisions of the CSRC, before the continuous supervision, the recommendation institution has signed the recommendation agreement with the company. Before the commencement of the coordination work, it has negotiated with the listed company or relevant parties to clarify the rights of both parties during the continuous supervision. 2. It has signed the continuous supervision agreement to clarify the continuous supervision and obligations of both parties, and has been reported to the Shanghai stock exchange for the record. Rights and obligations during the guidance period and reported to Shanghai Securities Exchange during the continuous supervision period, there was no record of the contents of the agreement. The modification or termination of the agreement.
During the period of continuous supervision, the listed company shall be supervised in accordance with relevant regulations
3. If the company makes a public statement on the illegal and illegal matters, it shall report to the Shanghai Stock Exchange and review the matters before the company has no illegal and illegal disclosure during the continuous supervision period.
After verification, it shall be announced on the designated media.
4. During the period of continuous supervision, the listed company or related parties have not
In case of violation of laws and regulations, breach of commitments and other matters, there shall be violations of laws and regulations, breach of commitments and other matters.
Five working days from the date of discovery or discovery
Report to Shanghai Stock Exchange.
During the period of daily communication, regular return visit, on-site inspection and continuous supervision, the recommendation institution shall carry out continuous supervision through daily ditch 5 due diligence. Carry out continuous supervision through regular or irregular return visits, on-site inspection and due diligence.
Supervise the listed company and its directors, supervisors and senior management recommendation institutions to continuously supervise and guide the company and its directors and management personnel to abide by laws, regulations, departmental rules and administrative affairs, supervisors and senior management personnel. The company continuously supervises the business rules and other normative documents of the company and its directors, supervisors and senior management issued by the 6 seas stock exchange, and earnestly performs its commitment that all personnel can comply with the requirements of relevant laws and regulations. Earnestly fulfill its commitments.
Supervise listed companies to establish, improve and effectively implement corporate governance
7. The corporate governance system, including but not limited to the relevant systems, rules and codes of conduct established by the general meeting of shareholders and the company, the rules of procedure of the board of directors and the board of supervisors, as well as the directors and supervisors, shall be effectively implemented during the continuous supervision period.
And the code of conduct of senior managers.
Supervise listed companies to establish, improve and effectively implement internal
The degree of control, including but not limited to the financial management system, the establishment and implementation 8 accounting system and internal audit system of the company’s internal control system by the sponsor, as well as the verification of the raising situation. The company’s internal control system meets the requirements of the use of pooled funds, related party transactions, external guarantees and relevant laws and regulations. During the continuous supervision period, the company has implemented relevant internal control systems for foreign investment, derivatives trading and control effect on subsidiaries.
And other major business decision-making procedures and rules.
Supervise listed companies to establish, improve and effectively implement letter of credit
Information disclosure system, review the information disclosure documents and other relevant documents, and the sponsor shall urge the company to strictly implement the information disclosure 9 related documents, and have sufficient reasons to believe that the listed company system, review the information disclosure documents and other relevant documents do not exist in the documents submitted to the Shanghai Stock Exchange.
False records, misleading statements or material omissions.
Information disclosure documents of listed companies and to China
Other document recommendation institutions submitted by the CSRC and Shanghai Stock Exchange have reviewed the company’s information disclosure documents and 10 documents in advance. For the existing information disclosure documents submitted by the CSRC and Shanghai Stock Exchange, they should urge the listed company to correct them in time. Other documents have been reviewed. If there are no documents, they should be updated or supplemented in time, and the listed company will not correct or supplement them, The situation of the Shanghai Stock Exchange.
It shall report to Shanghai Stock Exchange in time.
The information disclosure documents of listed companies have not been reviewed
In case of pre review, the listed company shall complete the review of the relevant documents submitted by the CSRC and Shanghai Stock Exchange within five trading days after the listed company performs the information disclosure documents and reporting obligations of the information disclosure recommendation institution to the company, review the existing information disclosure documents, and timely report to the upper part if there is no problem, and timely urge the listed company to correct or supplement them, Shanghai Stock Exchange.
If the municipal company does not make correction or supplement, it shall make improvement in time
Report of Shanghai Stock Exchange.
Pay attention to the listed company or its controlling shareholders and the actual control of the company. During the continuous supervision period, the company and its controlling shareholders, 12 persons, directors, supervisors and senior managers are subject to the administrative punishment of the CSRC, and the discipline members of Shanghai Stock Exchange are not subject to the administrative punishment of the CSRC Punished by the law or issued by Shanghai Stock Exchange, disciplined by Shanghai Stock Exchange or issued by Shanghai Stock Exchange
Manage the situation of the letter of concern and urge it to improve the situation of the letter of concern issued by the internal securities holding exchange.
System and take measures to correct it.
Pay attention to the fulfillment of commitments by listed companies, controlling shareholders and actual controllers 13. During the continuous supervision of listed companies and controlling share capital, if the company, controlling shareholders, Shidong and actual controllers fail to fulfill their commitments, international controllers do not fail to fulfill their commitments. The sponsor shall report to the Shanghai Stock Exchange in a timely manner.
Pay attention to public media reports on listed companies, and
Check the market rumors. Issued after verification
There are major undisclosed matters that should be disclosed by the listed company. During the continuous supervision period, the company did not have such matters 14 or inconsistent with the disclosed information and facts, and.
Supervise and urge listed companies to truthfully disclose or clarify when necessary;
If a listed company does not disclose or clarify, it shall report to the public in a timely manner
Shanghai stock exchange report.
One of the following situations is found during continuous supervision,
The sponsor shall urge the listed company to make explanations and limit
Make corrections during the period and report to Shanghai Stock Exchange at the same time:
(I) the listed company is suspected of violating the listing rules
And other relevant business rules of Shanghai Stock Exchange;
(II) issued by the securities service institution and its signatory
There may be false records and misleading professional opinions. During the continuous supervision, the company and relevant subjects did not make 15 statements or major omissions and other violations of laws and regulations or present such matters.
His misconduct;
(III) listed companies appear in Article 7 of the recommendation measures
11. The circumstances stipulated in Article 72;
(IV) the listed company does not cooperate with the sponsor’s continuous supervision
Work;
(V) the Shanghai Stock Exchange or the sponsor deems it necessary to
Other situations to report.
Formulate the on-site inspection plan for the listed company, and the recommendation institution shall formulate the on-site inspection of the company, clarify the on-site inspection requirements, ensure the on-site inspection plan and clarify the on-site inspection requirements. Recommendation machine 16 work quality. The sponsor’s regular current structure of the listed company has conducted on-site inspection on the company, and the on-site inspection in charge of the project shall not be less than once a year. One of the two sponsor representatives in charge of the project shall participate in the inspection, and at least one of the two sponsor representatives on site shall participate in the inspection.
On site inspection.
In case of any of the following circumstances of a listed company, the sponsor
Within 15 days from the date of knowing or should know
Or within the time limit required by Shanghai Stock Exchange
Special on-site inspection conducted by the municipal company: 17 (I) during the continuous supervision of the controlling shareholder, actual controller or other relevant capital, the company did not find that such parties occupied the funds of the listed company for non-profit; Item.
(II) providing guarantee for others in violation of regulations;
(III) illegal use of raised funds;
(IV) illegal securities investment and Hedging
Service, etc;
(V) related party transactions are obviously unfair or fail to perform approval
Procedures and information disclosure obligations;
(VI) performance loss or operating profit increase over the previous year
Decreased by more than 50% in the same period;
(VII) other information required by Shanghai Stock Exchange
Shape.
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. Risks of continuous innovation of technology and products
During the reporting period, the company’s business mainly comes from the field of intelligent operation and maintenance management of transmission, transformation and distribution. This field is an emerging subdivision field rapidly developed under the background of the construction of national smart grid. This field involves a wide range of technologies, including power detection, network communication, data acquisition and processing, artificial intelligence, image processing and pattern recognition. The formation of new products and technologies in this field Rapid development and iteration speed. If the company fails to grasp the development trend of new technology and innovation in the blockchain or fails to follow the development trend of new technology and innovation in time, the company may face the risk of lagging behind the development of new technology and innovation in the blockchain or failure of artificial intelligence. 2. Risk of loss of technical personnel and technical disclosure
A number of core technologies involved in the company’s business have been protected through patent application, computer software copyright and other forms. As some of the patents applied by the company have not been approved, other unpatented technologies are not protected by the patent law and are easy to be leaked and stolen. In the future, the company cannot rule out the possibility that technicians may disclose secrets in violation of professional ethics or the risk that the core technology will be stolen by others, which will affect the development of the company.
In addition, the competition for professionals such as artificial intelligence and visual technology is becoming increasingly fierce. If the company fails to introduce talents in time that meet the development needs or the lack of competitiveness of incentive mechanism leads to the loss of technicians, the long-term operation and development of the company will be affected.
During the reporting period, the company mainly provided intelligent operation and maintenance analysis and management system for intelligent monitoring and data analysis of transmission, transformation and distribution links. The company’s products are differentiated due to different actual application scenarios of different customers. With the continuous promotion of the construction of strong smart grid and power Internet of things, the intelligent development of power grid may put forward higher requirements for relevant technologies. If the company cannot update and innovate technologies according to market changes, the company’s existing technologies may be replaced by more advanced technologies of competitors, which will have an adverse impact on the company’s future operation.
(II) operational risk
1. Risk of dependence on power industry and grid companies
During the reporting period, the company’s customers were still mainly concentrated in the power industry, mainly China power grid companies at all levels and their subordinate enterprises. During the reporting period, the company’s sales revenue to the customers of the power grid company and its subordinate enterprises accounted for 58.44% of the main business revenue, of which the sales revenue to the State Grid and its subordinate enterprises accounted for 55.25%. If it reaches the final customers, during the reporting period, the sales revenue of the company to the power grid company was 653633800 yuan, accounting for 99.67% of the main business revenue. If there are adverse changes in relevant policies, investment scale and procurement preference of power grid companies in China’s power industry in the future, or the company’s product technical performance, innovation ability and after-sales service can not meet the needs of customers of power grid companies, resulting in a decline in sales, it will have an adverse impact on the company’s financial status, operating results and sustainable profitability.
2. Risk of declining performance
During the reporting period, the company’s electricity
