Anji Technology: Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd. on the 2024 on-site inspection report of Anji Microelectronics Technology (Shanghai) Co., Ltd
DATE:  Feb 15 2025

Shenwan Hongyuan Securities Underwriting and Sponsoring Co., Ltd

About Anji Microelectronics Technology (Shanghai) Co., Ltd

2024 Annual On-site Inspection Report for Continuous Supervision

In accordance with the provisions of relevant laws and regulations such as the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11 - Continuous Supervision, Shenwan Hongyuan Securities Underwriting and Sponsor Co., Ltd. (hereinafter referred to as the "Sponsor"), as the sponsor of the continuous supervision of Anji Microelectronics Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "Company"), has made a comprehensive review of the Company's 2024 (hereinafter referred to as " This continuous supervision period") has conducted on-site inspections, and the on-site inspections are reported as follows:

1. The basic situation of this on-site inspection

(1) Sponsors

Shenwan Hongyuan Securities Underwriting and Sponsoring Co., Ltd

(2) Sponsor representatives

Kang Jie, Zhou Yi

(3) On-site inspection time

February 5, 2025 - February 8, 2025

(4) On-site inspection personnel

Kang Jie, Yuan Shengjie

(5) The content of the on-site inspection

Corporate governance and internal control, information disclosure, independence, capital transactions with controlling shareholders and other related parties, use of raised funds, related party transactions, external guarantees, major foreign investments, the company's operating conditions and the performance of commitments, etc.

(6) On-site inspection methods

1. Check the company's main business premises and conduct interviews with the company's executives and other personnel;

2. Check the company's current and effective articles of association, corporate governance system, internal control and other documents;

3. Check the documents of the three meetings held by the company;

4. Check the company's information disclosure documents;

5. Check the company's use vouchers and related contracts for raising funds;

6. Check the details of the company's accounts receivable, accounts payable, other receivables, other payables, etc.;

7. Verify the related party transactions, external guarantees and foreign investments of the company;

8. Check the accounting vouchers corresponding to the company's large capital transactions, contracts of major customers and suppliers, etc.

2. Opinions on on-site inspection items item by item

(1) Corporate governance and internal control

The on-site inspectors checked the company's latest revised articles of association, checked the materials of the company's general meeting of shareholders, the board of directors and the board of supervisors, consulted the work plan and work report of the internal audit department, and interviewed the company's general manager, the head of the internal audit department and other relevant personnel.

After verification, the sponsor believes that during the continuous supervision period, the company's articles of association and corporate governance system are complete and compliant, the relevant systems have been effectively implemented, the company's directors, supervisors and senior management personnel can perform their responsibilities in accordance with the requirements of relevant regulations, and the internal control system has been effectively implemented.

(2) Information disclosure

The on-site inspectors checked the company's three meeting documents, information disclosure lists and documents, etc., and interviewed the company's executives on information disclosure matters.

After verification, the sponsor believes that during the period of continuous supervision, the company has truely, accurately and completely fulfilled its information disclosure obligations, and there are no false records, misleading statements and major omissions in information disclosure.

(3) Independence and capital transactions with controlling shareholders and other related parties

The controlling shareholder of the company is Anji Microelectronics Co., Ltd., and there is no actual controller. On-site inspectors

The company verified the company's explanatory documents on independence, verified the company's financial transactions with the controlling shareholder and other related parties, and conducted interviews with the company's senior executives.

After verification, the sponsor believes that during the continuous supervision period, the company is independent of the controlling shareholder in terms of assets, personnel, finance, organization and business, and there is no illegal occupation of the company's funds by the controlling shareholder and other related parties.

(4) The use of raised funds

The on-site inspectors verified the regulatory agreements and bank statements of the three (four) parties raised for the funds; Vouchers for the use of funds and related contracts, cash management vouchers and related contracts were extracted; Reviewed the announcement documents related to the use of the proceeds.

After verification, the sponsor believes that during the continuous supervision period, the company has implemented the management and use system of raised funds, and the raised funds are deposited in the special account for raised funds, and has signed a three-party (four-party) supervision agreement with the sponsor institution and the bank depositing the raised funds. The company's raised funds are not occupied by controlling shareholders, entrusted with financial management in violation of regulations, etc., there is no unauthorized change of the use of raised funds without performing the review procedures, and there is no other violation of relevant regulations on the management and use of raised funds.

(5) Related party transactions, external guarantees, and major foreign investments

The on-site inspectors reviewed the company's articles of association and other relevant internal systems, resolutions of the board of directors and shareholders' general meetings and information disclosure documents, verified the company's external guarantees, related party transactions and foreign investments, and conducted interviews with relevant personnel.

After verification, the sponsor believes that the company has established the decision-making authority and decision-making mechanism for related party transactions, external guarantees and foreign investments, and that during the period of continuous supervision, the company has not violated major laws and regulations and harmed the interests of small and medium-sized shareholders in related party transactions, external guarantees and major foreign investments.

(6) Business conditions

The on-site inspectors reviewed the relevant industry and market information, the company's operating performance, verified the company's main sales and procurement contracts during the continuous supervision period, and conducted interviews with the company's executives.

After verification, the sponsor believes that during the period of continuous supervision, there have been no major adverse changes in the company's business model and business structure, and the company's operating conditions are good and the business operation is normal.

(7) Performance of commitments

The on-site inspectors checked and checked the commitments and fulfillments made by the company, major shareholders, directors, supervisors, senior executives and core technical personnel. After verification, the sponsor believes that during the continuous supervision period, the company, major shareholders, directors, supervisors, senior executives and core technical personnel have strictly fulfilled their commitments, and there has been no violation of commitments.

(8) Other matters that the sponsor deems should be inspected on site

Not.

3. Matters and suggestions for the attention of listed companies

It is recommended that the company continue to make continuous and reasonable arrangements for the use of raised funds in strict accordance with the requirements of laws, regulations and normative documents such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (Revised in 2022), so as to promote the construction and implementation of fundraising projects in an orderly manner.

4. Whether there are any matters that should be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange as stipulated in the Law on the Administration of Sponsorship Business for Securities Issuance and Listing and the relevant rules of the Shanghai Stock Exchange

Not.

5. Cooperation of listed companies and other intermediaries

During the on-site inspection, the company gave active cooperation and provided necessary support for the on-site inspection. The on-site inspection was conducted independently by the sponsor and no other intermediaries were arranged to cooperate.

6. The conclusion of this on-site inspection

After on-site inspection, the sponsor believes that the company meets the relevant requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange in important aspects such as corporate governance and internal control, information disclosure, independence, capital exchanges with controlling shareholders and other related parties, use of raised funds, related party transactions, external guarantees, major foreign investments, the company's operating conditions and the fulfillment of commitments.

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