China Securities Co.Ltd(601066)
About Shanghai Fudan Microelectronics Group Co.Ltd(688385)
2021 continuous supervision and tracking report
On August 4, 2021, Shanghai Fudan Microelectronics Group Co.Ltd(688385) (hereinafter referred to as " Shanghai Fudan Microelectronics Group Co.Ltd(688385) " and "the company") was listed on the science and Innovation Board of Shanghai Stock Exchange. In accordance with the measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation), the measures for the administration of the recommendation business of securities issuance and listing and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" and "recommendation institution") as the recommendation institution of Shanghai Fudan Microelectronics Group Co.Ltd(688385) continuously supervises Shanghai Fudan Microelectronics Group Co.Ltd(688385) , The continuous supervision period is from August 4, 2021 to December 31, 2024.
In 2021, the continuous supervision of Shanghai Fudan Microelectronics Group Co.Ltd(688385) by China Securities Co.Ltd(601066) securities is summarized as follows:
1、 Continuous supervision
Continuous supervision of work contents
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Establish, improve and effectively implement the continuous supervision system, and formulate corresponding work plans for the continuous supervision work of specific recommendation institutions that have established, improved and effectively implemented 1. The continuous supervision system and corresponding work plans have been formulated
According to the relevant provisions of the CSRC, before the continuous supervision, the company has signed the continuous supervision agreement with Shanghai Fudan Microelectronics Group Co.Ltd(688385) listed companies with the sponsor to clarify the rights and obligations of both parties during the continuous supervision period. The agreement defines the rights and obligations of both parties during the continuous supervision period and reports to Shanghai stock exchange for filing during the supervision period
Through daily communication, regular return visit, on-site inspection, due diligence and other means, the sponsor understands the operation of Shanghai Fudan Microelectronics Group Co.Ltd(688385) and carries out continuous supervision on Shanghai Fudan Microelectronics Group Co.Ltd(688385) through daily communication, regular or indefinite return visit during the working period
During the period of continuous supervision, if Shanghai Fudan Microelectronics Group Co.Ltd(688385) in 2021 makes public statements on the violations of laws and regulations of Listed Companies in accordance with relevant regulations, it shall report to Shanghai Stock Exchange before disclosure that there are no violations that require public notification by the recommendation institution in accordance with relevant regulations and announce the statements on the designated media after being reviewed by Shanghai Stock Exchange
During the period of continuous supervision, the listed company or relevant parties violate laws and regulations
In 2021 Shanghai Fudan Microelectronics Group Co.Ltd(688385) within 5 working days during the continuous supervision period, a report shall be made to Shanghai Stock Exchange on the violation of commitments and other matters, including no violation of laws and regulations or violation of commitments and other matters occurred in municipal companies or relevant parties
The specific situation of the sponsor, the supervision measures taken by the sponsor, etc
Continuous supervision of work contents
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During the period of continuous supervision, the sponsor supervised Fudan to supervise the listed company and its directors, supervisors and senior managers to abide by the six laws, regulations and departmental rules of faweidian and its directors, supervisors and senior managers, as well as the business rules issued by Shanghai Stock Exchange, and abide by the laws, regulations, departmental rules, Shanghai Securities and other normative documents, And earnestly fulfill its commitments, the business rules and other normative documents issued by the stock exchange, and earnestly fulfill its commitments
Supervise listed companies to establish, improve and effectively implement the corporate governance system, including the recommendation agency to urge Shanghai Fudan Microelectronics Group Co.Ltd(688385) to improve the corporate governance system in accordance with relevant regulations, including but not limited to the rules of procedure of the general meeting of shareholders, the board of directors, the board of supervisors and the decisions of the directors, and strictly enforce the code of conduct of deacons, supervisors and senior managers
Supervise the listed companies to establish, improve and effectively implement the internal control system, including but the sponsor's internal control system of Shanghai Fudan Microelectronics Group Co.Ltd(688385) is not limited to the financial management system, accounting system and internal audit system, the design, implementation and effectiveness of which have been verified, and the internal control system of re-8 as well as the use of raised funds, related party transactions, external guarantee, external investment and Dan wechat comply with relevant laws and regulations The procedures for major business decisions such as the control of subsidiaries have been effectively implemented, which can ensure the standardized operation of the company and rules
Supervise listed companies to establish, improve and effectively implement the information disclosure system, and the review and recommendation institutions urge Shanghai Fudan Microelectronics Group Co.Ltd(688385) strictly implement the letter 9 information disclosure documents and other relevant documents, and have sufficient reasons to confirm the information disclosure system, review the information disclosure documents and the documents submitted by listed companies to Shanghai stock exchange, and there are no false records of other relevant documents
Contains, misleading statements or material omissions
Information disclosure documents of listed companies and reports to China Securities Regulatory Commission and Shanghai Securities Regulatory Commission
Other documents submitted by the stock exchange shall be reviewed in advance to solve the existing problems
Timely urge the company to correct or supplement the information disclosure documents of the company
If no correction or supplement is made, it shall be reported to Shanghai Stock Exchange in time; If the sponsor fails to review the information disclosure document 10 of Shanghai Fudan Microelectronics Group Co.Ltd(688385) , the information disclosure document of the listed company shall be reviewed in the previous document. There is no situation that the sponsor should complete the report to the stock exchange within five trading days after fulfilling the obligation of information disclosure to the Shanghai company in time
The review of relevant documents and the information disclosure documents with problems shall be timely reviewed
Urge the listed company to correct or supplement when necessary, and the listed company will not correct or supplement
In case of charging, it shall be reported to Shanghai Stock Exchange in time
Pay attention to the listed company or its controlling shareholders, actual controllers, directors, supervisors
The senior managers were subject to the administrative punishment of the CSRC, the disciplinary action of Shanghai Fudan Microelectronics Group Co.Ltd(688385) and its largest stock exchange in 2021, or the supervision notice issued by the Shanghai Stock Exchange, the second largest shareholder, directors, supervisors and senior managers, and urged them to improve the internal control system and take measures to correct such matters
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Continue to pay attention to the performance of the listed company, the controlling shareholder and the actual controller of the 12 promises of Shanghai Fudan Microelectronics Group Co.Ltd(688385) and its largest shares in 2021. If the listed company, the controlling shareholder, the actual controller and other non-performing shareholders and the second largest shareholder have no non-performing commitments, report the situation to the Shanghai Stock Exchange in time
Pay attention to the reports of public media on listed companies, and timely report on the market in 2021. After verification by the sponsor, Fudan wechat 13 news will be verified.
After verification, it is found that the listed company has no power supply that should be disclosed, there are no major matters that should be disclosed to the Shanghai Stock Exchange in time, or if the information disclosed is inconsistent with the facts, it shall be supervised and reported in time
Continuous supervision of work contents
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Urge listed companies to truthfully disclose or clarify; Listed companies do not disclose
Or clarification shall be reported to Shanghai Stock Exchange in time
In case of any of the following circumstances, urge the listed company to make an explanation and set a time limit
Correct and report to the Shanghai Stock Exchange at the same time: (I) suspected of violating the above
Municipal rules and other relevant business rules; (II) securities service institutions and their signatures
The professional opinions issued by 14 personnel may be false and misleading. In 2021, Shanghai Fudan Microelectronics Group Co.Ltd(688385) there was no violation of laws and regulations or other improper circumstances such as relevant statements or major omissions; (Ⅲ)
The company is subject to the provisions of articles 71 and 72 of the recommendation measures
situation; (IV) the company does not cooperate with the continuous supervision; (V) Shanghai certificate
Other circumstances that the stock exchange or the sponsor deems necessary to report
Formulate the on-site inspection plan for listed companies and clarify the on-site inspection
Work requirements to ensure the quality of on-site inspection. Listed companies have the following
Under any of the circumstances, the recommendation institution and the recommendation representative shall know about it or shall
Carry out special on-site verification within 15 days from the date of knowing: (I) there is 2021, Shanghai Fudan Microelectronics Group Co.Ltd(688385) no suspicion of major financial fraud; (II) on site inspection by controlling shareholders, actual controllers and directors
The directors, supervisors or senior managers are suspected of embezzling the interests of the listed company;
(III) there may be major breach of guarantee; (IV) capital exchange or cash flow
Major anomalies in gold flow; (V) Shanghai Stock Exchange or recommendation machine
Other matters that the organization believes should be subject to on-site verification
2、 Problems found by the recommendation institution and the recommendation representative and their rectification
None.
3、 Major risk matters
(I) core competitiveness risk
1. Risk of new product development and technology iteration
The IC design industry in which the company is located is a typical technology intensive industry, with fast technology upgrading and product iteration. At the same time, chip products have high technical barriers and obvious advantages of first mover enterprises. If the company misjudges the market demand or the R & D progress is slow in the subsequent R & D process, it will face the risk of being robbed of market share by competitors. In addition, high-end chip R & D has the characteristics of long development cycle, large capital investment and high R & D risk. In the R & D process, there is likely to be the risk of R & D failure and falling behind the new generation of technologies due to the failure of some key technologies or the inability of product performance, parameters and yield to meet the needs of the market.
2. Risks of attracting talents and maintaining innovation ability
At present, China's chip design industry is developing rapidly, and the competition for R & D talents among enterprises is very fierce. If the company can not formulate a good talent incentive policy, or human resource management can not meet the needs of rapid development, it will face the risk of core talent loss. At the same time, it may also be difficult to attract excellent talents, resulting in the company's inability to maintain sustainable innovation ability.
(II) operational risk
1. Risk of decline in product sales price and gross profit margin
In recent years, the integrated circuit design industry has received increasing attention from society, market and capital, and the competition has gradually intensified. Internationally, compared with the leading enterprises in the same industry, the company has a large gap in the richness of product layout, the advancement of technical indicators such as process and performance, and the leading degree of business scale or market share of some products; In China, the company's competitors in all product lines are also gradually increasing. If the supply-demand relationship of the industry may change, there may be a risk of decline in the overall profit margin of the industry. At the same time, if the company cannot take effective measures to consolidate and enhance its product competitiveness due to the progress of technical level, the rise of labor and raw material prices and the decline of the bargaining power of the company's products in the future, the average sales price and comprehensive gross profit margin of the company's main products will also face the risk of continuous decline, which will cause the company to be in a disadvantageous position in the fierce market competition and reduce its sustainable profitability. 2. High concentration of suppliers and the risk of cyclical fluctuations in capacity utilization
The company adopts fabless mode of operation. The company is mainly engaged in the design and sales of integrated circuits. The production links such as wafer manufacturing, packaging and testing are mainly completed by professional wafer foundry manufacturers and packaging and testing manufacturers. Due to the high concentration of wafer manufacturing companies and packaging technology, the wafer manufacturing industry is also relatively capital intensive. Affected by covid-19 epidemic, production, changes in international trade environment, increased demand in chip downstream application market, increased stock of integrated circuit design companies and other factors, the production capacity of global wafer foundries generally entered a relatively tight cycle, which also further stimulated the investment heat of the industrial chain. If the market price of wafers and the price of outsourcing processing fees fluctuate sharply, or the company's product production is affected due to the shortage of wafer supply, insufficient capacity of suppliers, poor production management level and other reasons, it will have an adverse impact on the company's profitability and product shipment.
3. Capacity risk caused by supply chain fluctuation
The company adopts fabless operation mode, which is common in the integrated circuit design industry, and has established long-term cooperative relations with major wafer manufacturers and packaging and testing manufacturers in the industry. With years of cooperation, stable, rich product lines and growing business volume, the company can obtain certain capacity guarantee, but it still can not completely eliminate the supply chain risk under fabless mode. If the relationship between production capacity and demand in the manufacturing link of the integrated circuit industry fluctuates, the production capacity of wafer manufacturers and packaging and testing manufacturers will be insufficient, and the production capacity of the company's products will be affected.
(III) financial risk
1. Inventory falling price risk
The company's inventory is mainly chips and wafers. Affected by the increasing sales competition in the chip market and the increasingly tight capacity supply of major wafer foundry manufacturers, the company gradually expanded the stock scale during the reporting period in order to ensure the supply demand. At the end of the reporting period, the book value of the company's inventory was about 9160831 million yuan, accounting for 30.12% of the total current assets at the end of the corresponding period. According to the variable cash net of inventory
