Sinolink Securities Co.Ltd(600109)
About Shenzhen oceanwide Tonglian Precision Manufacturing Co., Ltd
On site inspection report of continuous supervision in 2021
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) is a sponsor of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. (hereinafter referred to as “UnionPay precision” or “company”) for initial public offering and continuous supervision of listing projects on the science and innovation board. The continuous supervision period is from December 27, 2021 to December 31, 2024, According to the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business and the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the standardized operation of the company’s initial public offering and listing on the science and Innovation Board (December 27, 2021) to the on-site inspection period (hereinafter referred to as the “continuous supervision period”) has been inspected on the spot. The relevant situation of the on-site inspection is reported as follows:
1、 Continuous supervision
(I) recommendation institution
Sinolink Securities Co.Ltd(600109)
(II) sponsor representative
Zhu Guomin, Liu Taichuan
(III) on site inspection time
From February 16, 2022 to February 17, 2022, the company was inspected on site; From April 15, 2022 to April 25, 2022, due to the impact of the epidemic, the on-site inspection of the company was carried out by combining video and data access.
(IV) on site inspectors
Zhu Guomin, Zhao Yuyang, Zong Li
(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
(VI) on site inspection method
1. Check the main production and operation sites of listed companies;
2. Interview with directors and senior managers of listed companies;
3. Check the information of the previous three meetings held during the continuous supervision of the company;
4. Check the internal control system documents established or updated during the continuous supervision of the company;
5. Check the company’s books, original vouchers and business contracts during the continuous supervision period;
6. Check the related party transactions, external guarantees and external investments of the company during the continuous supervision period; 7. Check the details of the company’s use of raised funds, bank statements of special accounts for raised funds, bank receipts and other materials during the continuous supervision period;
8. Check the information disclosure documents of the company during the continuous supervision period;
9. Check the commitment performance of the company and the directors, supervisors and senior management during the continuous supervision period.
2、 Verification opinions on matters related to on-site inspection
(I) corporate governance and internal control
The on-site inspectors reviewed the company’s latest articles of association, rules of procedure of the three sessions, information disclosure management measures, raised funds management system and other relevant systems related to corporate governance and internal control; Reviewed the documents of the three sessions of the company since its listing on December 27, 2021, and checked the relevant announcements of the company; Interview with senior management of the company.
After verification, the sponsor believes that during the continuous supervision period, the articles of association and corporate 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 checked the announcements and documents for future reference disclosed by the company during the continuous supervision period, and verified whether the company fulfilled the obligation of information disclosure in accordance with the articles of association, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, and whether the company disclosed the company’s information truthfully, accurately and timely on the designated media or website; Interview the Secretary of the board of directors on information disclosure.
After verification, the recommendation institution believes that during the continuous supervision period, the company has fulfilled the necessary obligation of information disclosure, and there are no major matters that should be disclosed but not disclosed.
(III) independence of the company and capital transactions with controlling shareholders, actual controllers and other related parties
The on-site inspectors checked whether the company remained independent from the controlling shareholders and actual controllers in terms of business, personnel, assets, institutions and finance; Checked the capital transactions between the company and its controlling shareholders and other related parties; Interview the company’s senior managers and obtain the explanation of the company’s independence.
After verification, the sponsor believes that during the continuous supervision period, the company has maintained its independence in terms of assets, personnel, finance, institutions and business, and there is no illegal occupation of the company’s funds by related parties.
(IV) use of raised funds
The on-site inspectors checked the supervision agreement of raised funds, bank statements, details of the use of raised funds and bank receipts, consulted the meeting resolutions, announcements, contract materials and relevant accounting vouchers related to the use of raised funds, as well as the relevant internal control system of the company on the management of raised funds.
During the period of verification, the funds raised by the company have been deposited in the recommendation and supervision institutions, and the funds raised by the company have been deposited in the supervision institutions. After verification, the funds raised have been kept in the supervision institutions. The company’s raised funds have not been occupied by related parties, entrusted financial management in violation of regulations, changed the purpose of raised funds without performing the review procedures, or violated other relevant regulations on the management and use of raised funds.
(V) related party transactions, external guarantees and major foreign investment
The on-site inspectors consulted the company’s internal control system related to related party transactions, external guarantees and foreign investment, as well as the documents of the third meeting, relevant financial data and information disclosure documents, and learned about the company’s related party transactions, external guarantees, major foreign investment, etc.
After verification, the recommendation institution believes that during the continuous supervision period, the company has no illegal related party transactions, external guarantees and major external investments.
(VI) operation
The on-site inspectors consulted the company’s financial reports and relevant financial materials, main business contracts and financial reports of Listed Companies in the same industry, and communicated with the company’s senior managers.
After verification, the recommendation institution believes that the company’s business model and business structure have not changed significantly, and the company’s operation is in good condition.
(VII) other matters that the sponsor believes should be inspected on site
None.
3、 Matters and suggestions brought to the attention of listed companies
The recommendation institution requests the company to continue to improve the governance structure of Listed Companies in strict accordance with the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, and fulfill the obligation of information disclosure in time; The company is requested to continuously and reasonably arrange the use of raised funds, orderly promote the construction and implementation of raised investment projects, and ensure the completion of raised investment projects and the realization of expected benefits.
4、 Are there any matters that should be reported to CSRC and Shanghai Stock Exchange
After verification, UnionPay precision has no matters that should be reported to the CSRC and Shanghai Stock Exchange as stipulated in the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange.
5、 Cooperation of listed companies and other intermediaries
During this on-site inspection, Tonglian precision gave positive cooperation. UnionPay precision provided all documents required for on-site inspection according to the due diligence list submitted by the sponsor, and the relevant responsible personnel accepted the interview of the sponsor to provide necessary support for on-site inspection.
6、 Conclusion of this site inspection
After on-site inspection, the sponsor believes that during the continuous supervision period, Tonglian has standardized the corporate governance structure and established a relatively perfect internal control system, which has been effectively implemented; The implementation of the company’s information disclosure is good; It has maintained independence in terms of assets, personnel, finance, institutions and business, and there is no case of related parties occupying the company’s funds in violation of regulations; The company strictly abides by and implements the raised funds management system, and there is no illegal use of the raised funds; The company has no illegal related party transactions, external guarantees and major foreign investment; Moreover, the company’s business model and business structure have not changed significantly, and the operation is in good condition. (there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) about the 2021 on-site inspection report of continuous supervision of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd.)
Sponsor representative:
Zhu Guomin, Liu Taichuan
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
