Haitong Securities Company Limited(600837)
About 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd
2021 continuous supervision and tracking report
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd. (hereinafter referred to as ” 3Peak Incorporated(688536) ” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the measures for the administration of securities issuance and listing sponsor business Relevant laws and regulations, such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, are responsible for the continuous supervision after 3Peak Incorporated(688536) listing, and issue this annual follow-up report on continuous supervision. The specific contents are as follows:
1、 Continuous supervision
No. work content and continuous supervision
Establish, improve and effectively implement the continuous supervision system, and the recommendation institution has established, improved and effectively implemented it
1. Formulate corresponding work continuous supervision system for specific continuous supervision work, and formulate corresponding work continuous supervision system
Plan plan
In accordance with the relevant provisions of the CSRC, the recommendation institution has signed the recommendation agreement with 3Peak Incorporated(688536) during the continuous supervision
2. Prior to the commencement, the company shall sign a continuous negotiation with the listed company or relevant parties, which specifies the continuous supervision of both parties
The supervision agreement specifies the rights and obligations of both parties during the continuous supervision period, and shall be reported to Shanghai Securities Exchange
Obligation and report to Shanghai stock exchange for filing
Through daily communication, regular or uncertain
3. Learn about Sirui through daily communication, regular return visit, on-site inspection, return visit during due diligence period, on-site inspection, etc
To carry out continuous supervision by means of investigation and other means, to improve the business development of PU, and to hold opinions on 3Peak Incorporated(688536) development
Continued supervision
During the period of continuous supervision, in accordance with relevant regulations, the listed company has not been punished for 3Peak Incorporated(688536) in 2021 during the period of continuous supervision
4. If a public statement is made on any violation of the law, it shall be disclosed to the recommendation institution before disclosure
Violations of laws and regulations reported by the Shanghai Stock Exchange and declared by the Shanghai Stock Exchange
Announce on designated media after review
During the continuous supervision, the listed company or relevant parties appear
Violations of laws and regulations, breach of commitments and other matters shall be self discovered or
5. Report to Shanghai Securities within five working days from the date of discovery 3Peak Incorporated(688536) during the continuous supervision period in 2021
The report of the exchange, including the violation of laws and regulations or breach of commitments of the listed company or related companies
The party concerned violates laws and regulations, violates commitments and other matters
Physical condition, supervision measures taken by the sponsor, etc
Supervise the listed company and its directors, supervisors and senior managers. During the continuous supervision, the recommendation institution shall supervise Sirui
6. The staff members shall abide by laws, regulations, departmental rules and regulations, as well as the compliance of Shanghai Securities jiaopu and its directors, supervisors and senior managers
The business rules and other normative documents issued by the exchange shall comply with laws, regulations, departmental rules and Shanghai Securities
Earnestly fulfill its commitments, the business rules and other normative documents issued by the exchange, and earnestly fulfill its commitments
Supervise listed companies to establish, improve and effectively implement corporate governance recommendation institutions, urge 3Peak Incorporated(688536) to manage the system in accordance with relevant regulations, including but not limited to the general meeting of shareholders, the board of directors, improve and improve the corporate governance system, strictly implement the rules of procedure of the board of supervisors, directors, supervisors and senior management, supervise directors, supervisors The code of conduct of senior managers shall comply with the code of conduct
Supervise listed companies to establish, improve and effectively implement internal control. The sponsor has verified the establishment of 3Peak Incorporated(688536) ‘s internal control system, including but not limited to financial management system, accounting, implementation and effectiveness, Sirui 8 system and internal audit system, as well as the use of raised funds, and the internal control system of Pu comply with the requirements of relevant laws and regulations, and connected transactions Foreign guarantee, foreign investment and derivatives delivery have been effectively implemented, which can ensure the procedural operation of major business decisions such as the company’s rules and regulations and the control of subsidiaries
And rules, etc
Supervise listed companies to establish, improve and effectively implement information systems
Disclosure system, review the information disclosure documents and other relevant documents, and the sponsor urges 3Peak Incorporated(688536) to strictly implement the 9 pieces of information, and has sufficient reasons to believe that there are no false records and misleading relevant documents in the information disclosure documents and other documents submitted by the listed company to Shanghai Securities
Statement or material omission
Information disclosure documents of listed companies and to the CSRC
Other documents submitted by the Shanghai Stock Exchange
Review and supervise the problematic information disclosure documents in time
Urge the company to correct or supplement, and the company will not correct or supplement
In case of filling, it shall report to Shanghai Stock Exchange in time; If the information disclosure documents of 3Peak Incorporated(688536) the information disclosure documents of Companies in 10 cities were not reviewed in advance by the Shanghai recommendation institution, it was reviewed, and there was no situation that it should report to the Shanghai Stock Exchange in time within five months after the listed company fulfilled the obligation of information disclosure
Complete the review of relevant documents and save them within one day
In the problem of information disclosure documents, the listed company shall be urged in time
The company shall make corrections or supplements, and the listed company shall not make corrections or supplements
If necessary, it shall report to the Shanghai Stock Exchange in time
Pay attention to the listed company or its controlling shareholders, actual controllers
The directors, supervisors and senior managers were punished by the CSRC in 2021, 3Peak Incorporated(688536) and its controlling shareholders, the actual 11 administrative punishment, the disciplinary punishment of Shanghai Stock Exchange, or the supervision concern letter issued by the international controller, directors, supervisors and senior managers of Shanghai Stock Exchange, and such matters did not occur
Urge them to improve the internal control system and take measures to correct it
just
Continue to pay attention to the performance of commitments by listed companies, controlling shareholders and actual controllers 12. If the listed companies, controlling shareholders, 2021, 3Peak Incorporated(688536) and their controlling shareholders, actual controllers and other matters fail to fulfill their commitments, timely report to the international controller that there is no failure to fulfill their commitments
Pay attention to the reports of public media on listed companies and timely respond to them
Check market rumors.
After verification, it is found that in 2021, 3Peak Incorporated(688536) there is no major event that should be disclosed to division 13 or reported to Shanghai stock exchange that should be disclosed
If the information is inconsistent with the facts, timely urge the listed company to truthfully
Disclosure or clarification; 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 situations is found, 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
Report: (I) suspected of violating the listing rules and other related industries
Business rules; (II) securities service institutions and their signatories
14. The professional opinions issued may be false and misleading. In 2021, 3Peak Incorporated(688536) there was no violation of laws and regulations or other irregularities such as the above statements or major omissions
The current situation; (III) the company appears in Article 7 of the recommendation measures
11. The circumstances stipulated in Article 72; (IV) public
The company does not cooperate with the continuous supervision; (V) Shanghai Stock Exchange
Other circumstances that the exchange or the sponsor deems necessary to report
Formulate the on-site inspection work plan for listed companies, clarify that the sponsor has formulated relevant 15 on-site inspection work requirements for on-site inspection, ensure the on-site inspection work quality work plan, and clarify the on-site inspection work requirements. seek
In case of any of the following circumstances of a listed company, the sponsor shall
Within 15 days from the date of knowing or should know
Within the time limit required by the stock exchange, the listed company shall be subject to special supervision
On site inspection: (I) controlling shareholder and actual controller
Or other related parties occupy the funds of the listed company for non operating purposes;
16 (II) providing guarantee for others in violation of regulations; (III) in 2021, 3Peak Incorporated(688536) did not use the raised funds under the above circumstances due to violation of regulations; (IV) illegal securities investment and arbitrage
Period hedging business, etc; (V) related party transactions are obviously unfair or
Failure to perform the examination and approval procedures and information disclosure obligations; (VI) industry
Loss in performance or decrease in operating profit over the same period of last year
More than 50%; (VII) other information required by Shanghai Stock Exchange
His situation
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) market competition risk
The analog integrated circuit industry is developing rapidly, and the good prospect has attracted many Chinese enterprises to try to enter this field. Manufacturers in the industry are actively expanding the market on the basis of consolidating their own advantages, and the market competition is intensifying. Although after years of technology accumulation and brand building, the company has achieved a certain market share and brand awareness in the integrated circuit design industry, and has a certain competitive advantage. However, compared with large international manufacturers in the industry, the company still has some room for improvement in all aspects. If the company cannot correctly grasp the market dynamics and industry development trend, and cannot timely carry out technology and product innovation according to customer needs, the company’s industry status, market share and business performance may be adversely affected.
In addition, compared with the situation that the company has more than 1000 chip models, leading enterprises in the analog integrated circuit industry, such as Texas Instruments and adeno, have tens of thousands or even more than 100000 analog chip product models, covering almost all downstream application fields. Once these leading enterprises adopt a strong market competition strategy and reduce the prices of competitive products similar to the company’s products, the company will fall into a passive situation of declining operating revenue and even forced to reduce prices.
(II) risk of high customer concentration
Analog chips have the characteristics of “many categories and wide applications”. International well-known analog integrated circuit manufacturers generally have extensive and scattered customer resources. Compared with international well-known manufacturers, the company has a smaller scale and fewer product categories. In order to concentrate advantageous resources and give full play to comparative advantages, the company mainly chooses to provide analog chip products for customers in communication, pan industry and other fields. The downstream industries such as communication have the market pattern of monopoly competition and the reality of high manufacturer concentration.
During the reporting period, the total sales revenue of the company to the top five customers was 8947822 million yuan, accounting for 67.49% of the operating revenue in the reporting period, with a relatively high concentration.
In the future, if the company cannot continuously obtain the qualified supplier certification and orders of the main customers, or the cooperative relationship between the company and the above customers is replaced by other suppliers, or if the main customers of the company change greatly in the future, or lose the main customers due to the company’s product quality and other reasons, or the operation, credit status and operation of the current main customers Major adverse changes have taken place in the procurement strategy, resulting in the company’s inability to maintain its advantages in the supplier system of major customers and to continue to maintain the cooperative relationship with major customers, which will have an adverse impact on the company’s operation.
(III) risk of high concentration of suppliers
The company adopts fabless mode of operation, and its suppliers include wafer manufacturers and packaging and testing plants. During the reporting period, the company maintained a stable procurement relationship with major suppliers. Due to the particularity of the integrated circuit industry, wafer factories and packaging and testing factories belong to heavy asset enterprises, with high market concentration and fewer manufacturers mastering advanced technology. In the industry, due to the consideration of process stability and batch procurement cost advantage, a single IC design company often only selects individual wafer factories and packaging and testing factories for cooperation. Therefore, restricted by the current scale of the company, the suppliers of the company are relatively concentrated.
During the reporting period, the total purchase amount of the company from the top five suppliers was 568402 million yuan, accounting for 92.83% of the purchase amount in the reporting period, accounting for a relatively high proportion. Meanwhile, the purchase amount of the company from the largest supplier during the reporting period was 256470400 yuan, accounting for 41.89% of the total purchase amount of the current period. Adverse changes in the business operation of the company’s main suppliers, limited production capacity or tense cooperation relationship may lead to suppliers’ failure to deliver goods in sufficient quantity and in time, which may have an adverse impact on the company’s production and operation.
(IV) risk of tight supply chain capacity
As the most critical component of intelligent devices, integrated circuits have been in short supply in recent years, as the epidemic has driven online demand, and the social demand for data center servers and intelligent terminal chips has increased rapidly. At the same time, influenced by the international trade policies in recent years, Chinese customers are more interested in product countries
