China International Capital Corporation Limited(601995)
About Qingcloud Technologies Corp(688316)
2021 continuous supervision and tracking report
In accordance with the relevant laws and regulations of the Shanghai Stock Exchange (hereinafter referred to as the "supervision and administration measures for the continuous listing of listed companies") and the "supervision and administration measures for the continuous listing of listed companies" (hereinafter referred to as the "self regulatory measures of the Shanghai Stock Exchange"), Be responsible for the continuous supervision after Qingcloud Technologies Corp(688316) listing, and issue this annual report on continuous supervision. 1、 Continuous supervision
No. continuous supervision on completion of work content
The recommendation institution has established, improved and effectively implemented 1. It has established, improved and effectively implemented the continuous supervision system, implemented the continuous supervision system for specific, and formulated the corresponding work plan according to the specific situation of the company
According to the relevant provisions of the CSRC, before the continuous supervision, the recommendation Association 2 has been signed with the company with the recommendation institution, and the listed company or relevant parties have signed the continuous supervision agreement to clarify the discussion between the two parties. The agreement has clarified the rights and obligations of both parties during the period of continuous supervision, and reported to Shanghai stock exchange for filing, And report to Shanghai stock exchange for record
During the period of continuous supervision, the sponsor has carried out continuous supervision on the company by 3 means of daily communication, regular return visit, on-site inspection, due diligence, regular or irregular return visit, on-site office and visit
During the period of continuous supervision, in accordance with relevant regulations, if the company makes a public statement on the violations of laws and regulations of the listed company in 2021, it shall report to the Shanghai Stock Exchange before disclosure. There is no violation of laws and regulations requiring the recommendation institution to make a public statement on the designated media after being reviewed by the Shanghai stock exchange according to relevant regulations
During the period of continuous supervision, the listed company or relevant parties violate laws and regulations
In 2021, the company and relevant parties shall report to the Shanghai Stock Exchange within 5 working days from the date of discovery or should be found. The report includes the specific circumstances or breach of commitment of the listed company during the continuous supervision period
Situation, supervision measures taken by the recommendation institution, etc
During the period of continuous supervision, the recommendation institution has supervised and supervised the listed company and its directors, supervisors and senior managers to abide by laws, the company and its directors, supervisors and senior management 6 regulations, departmental rules, business rules issued by Shanghai Stock Exchange and their personnel to abide by laws, regulations, departmental rules and other normative documents, And earnestly fulfill its commitments and the business rules and other normative documents issued by Shanghai Stock Exchange, and earnestly fulfill its commitments
No. continuous supervision on completion of work content
Supervise listed companies to establish, improve and effectively implement the corporate governance system, including that the sponsor has urged the company to improve the corporate governance system and the code of conduct of supervisors and senior managers in accordance with relevant 7 but not limited to the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, as well as the regulations of directors and senior managers, and strictly implement the corporate governance system
Supervise listed companies to establish, improve and effectively implement the internal control system, including but not limited to the financial management system, accounting system and internal audit system of the company's internal control system by the recommendation institution, and carry out verification 8 and related party transactions, external guarantees, external investment, derivative transactions and sub inspections in terms of design, implementation and effectiveness, Qingcloud Technologies Corp(688316) the internal control system complies with the requirements of relevant laws and regulations such as the procedures and rules of major business decisions such as the company's control, and has been effectively implemented, which can ensure the standardized operation of the company
Supervise the company to establish, improve and effectively implement the information disclosure system, review the information recommendation institutions, urge the company to strictly implement the letter disclosure documents and other relevant documents, and have sufficient reasons to believe that the listed company's interest disclosure management system, and the documents submitted to 9 the Shanghai Stock Exchange are free of false records Misleading the documents submitted by Shanghai Stock Exchange do not state or have major omissions, and there are false records, misleading statements or major omissions
Information disclosure documents of listed companies and to the CSRC and Shanghai Securities
Other documents submitted by the exchange shall be reviewed in advance and letters with problems shall be sent
The information disclosure documents shall be timely urged to be corrected or supplemented by the listed company. During the continuous supervision of listing, if the recommendation institution does not correct or supplement the company, it shall timely report to the information disclosure documents reported to the company of Shanghai stock exchange for review; If the information disclosure documents of the listed company are not reviewed in advance, they shall be read. There is no situation that the company will not correct or supplement them. Within five trading days after the listed company performs its information disclosure obligations, it shall complete the review of relevant documents and report to the Shanghai Stock Exchange. There is no situation that the information disclosure documents with problems should be covered
Urge the listed company to correct or supplement when necessary, and the listed company will not correct or supplement
If necessary, it shall report to the Shanghai Stock Exchange in time
Pay attention to the listed company or its controlling shareholders, actual controllers, directors, supervisors
11. During the period when the senior managers are subject to administrative punishment by the CSRC and continuous supervision of Shanghai Securities Exchange, the company and relevant main exchanges have not been subject to disciplinary sanctions or regulatory concern letters issued by Shanghai Stock Exchange
And urge them to improve the internal control system and take measures to correct it
12. The continuous performance of commitments by the controlling shareholders and the actual non performance of commitments by the controlling shareholders of the listed company and the actual non performance of the controlling shareholders of the listed company during the period of supervision, and the actual non performance of commitments by the controlling shareholders of the listed company
Pay attention to the reports of public media on listed companies and timely respond to market rumors
Check.
After verification, if it is found that the listed company has a continuous supervision period that should be disclosed but not disclosed, and the company does not have such 13 major matters or the information disclosed is inconsistent with the facts, it shall supervise and urge the above matters in time
The municipal company truthfully discloses or clarifies; The listed company will not disclose or clarify
If necessary, it shall report to the Shanghai Stock Exchange in time
If one of the following circumstances is found, the recommendation institution shall urge the listed company to make a statement
And make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time: (I) up
Suspected of violating the regulations of Shanghai Stock Exchange
14 rules and other relevant business rules of Shanghai Stock Exchange; (II) during the continuous supervision of securities services, there may be false records and no such matters in the professional opinions issued by the company, relevant subject institutions and their signatories
Violation of laws and regulations or other improper circumstances such as misleading statements or major omissions
Shape; (III) listed companies appear in articles 71 and 71 of the recommendation measures
Circumstances stipulated in Article 72; (IV) the listed company does not cooperate with the recommendation institution
No. continuous supervision on completion of work content
Continuous supervision; (V) the Shanghai Stock Exchange or the sponsor believes that
Other situations that need to be reported
Formulate the on-site inspection work plan for listed companies, and clarify that the on-site inspection recommendation agency has formulated the relevant measures for on-site inspection
15. Make requirements to ensure the quality of on-site inspection, close the work plan, and complete 2021
Degree of on-site inspection
A listed company shall know or should know of any of the following circumstances:
Within 15 days from the date of listing or within the time limit required by the Shanghai Stock Exchange
The company conducts special on-site inspection: (I) there is a suspicion of major financial fraud; In 2021, the company did not need to enter
16 (II) special on-site inspection of controlling shareholders, actual controllers, directors, supervisors or senior management banks
Managers are suspected of encroaching on the interests of listed companies; (III) there may be major violations
Compliance guarantee; (IV) there are significant abnormalities in capital transactions or cash flows; (Ⅴ)
Other matters that the bourse or the recommendation institution deems necessary for on-site verification
2、 Problems found by the recommendation institution and the recommendation representative and their rectification
None. 3、 Major risk matters
The main risks faced by the company during the continuous supervision period are as follows:
(I) unprofitable risks
During the reporting period, the company has not achieved profitability, mainly due to: on the one hand, the company is in a high growth period, and the depreciation cost caused by the capital expenditure amount of fixed assets such as servers and network equipment required for cloud computing platform in the early stage is large; On the other hand, the competition in the cloud computing industry where the company is located is very fierce, especially in the public cloud field. Due to the participation of giant competitors, the use price of resources in the whole industry shows a downward trend, and the company's cloud service business is under pressure to reduce prices, which increases the difficulty of profitability; In addition, in order to maintain the company's competitiveness, the company has invested heavily in the research and development of new technologies and products. The company's recruitment of excellent talents has led to an increase in employee salary and period expenses. The company's current product gross profit is not enough to cover the period expenses and is in a state of loss. At present, most companies in the same industry with hybrid cloud form and capability are in a state of loss, and the company's performance is in line with the characteristics of the industry.
As of December 31, 2021, the company's accumulated outstanding loss balance was 645076700 yuan. The company has not yet made a profit, which will lead to the shortage of cash flow, and affect the company's capital status, R & D investment, business development, market development, talent introduction, team stability and other aspects. The company is unable to pay cash dividends in the short term, which will have a certain adverse impact on the investment income of shareholders.
The company will continue to invest in the research and development of cloud computing products. There is a risk that the current gross profit of the company's products cannot fully cover the investment in research and development, thus increasing the difficulty of short-term profitability.
(II) risk of sharp decline in performance or loss
In 2021, the company achieved an operating revenue of 4238342 million yuan, which was basically the same as that in 2020 under the background of adverse impact of the epidemic; The net profit realized was -284568800 yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was -295794400 yuan, which expanded compared with the loss of last year. In case of repeated outbreaks, there may be a risk of decline in the company's sales revenue.
(III) core competitiveness risk
The company has been deeply engaged in the field of cloud computing for a long time and is committed to technology R & D innovation and product application practice. In the process of cloud computing front-line services, the company has established a R & D and design team with rich R & D experience, deep technical reserves and profound industry cognition, and accumulated strong technical strength. Core technology and key R & D personnel are important components of the company's core competitiveness. Therefore, objectively, there are also risks of core technology leakage and key R & D brain drain. In case of disclosure of core technology, i.e
