Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Self evaluation report on internal control in 2021
Jiangsu Jiejie Microelectronics Co.Ltd(300623) all shareholders:
In order to strengthen and standardize the internal control of Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as "the company", "the company" or " Jiangsu Jiejie Microelectronics Co.Ltd(300623) "), improve the operation and management level and risk prevention ability of the company, promote the standardized operation and sustainable development of the company, and safeguard the legitimate rights and interests of all shareholders and stakeholders, In accordance with the provisions of the basic norms of internal control of the company and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the "normative system of internal control of the company"), in combination with the company's internal control system and evaluation methods, on the basis of daily and special supervision of internal control, and based on the principle of objectivity and prudence, We evaluated the effectiveness of the company's internal control as of December 31, 2021 (benchmark date of internal control evaluation report) as follows:
1、 Important statement
According to the provisions of the company's internal control standard system, it is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control, evaluate its effectiveness, and truthfully disclose the internal control evaluation report. The board of supervisors shall supervise the establishment and implementation of internal control by the board of directors. The management is responsible for organizing and leading the daily operation of the company's internal control. The board of directors, the board of supervisors and the directors, supervisors and senior managers of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the contents of the report.
The objective of the company's internal control is to reasonably ensure the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of development strategy. Due to the inherent limitations of internal control, it can only provide reasonable assurance for the realization of the above objectives. In addition, as changes in circumstances may lead to inappropriate internal control or reduced compliance with control policies and procedures, there is a certain risk to speculate the effectiveness of internal control in the future according to the internal control evaluation results.
2、 Basic information of the company
According to the resolution of the general meeting of shareholders of the company and the approval of the CSRC's zjxk [2017] No. 240 document, the company publicly issued 23.6 million RMB ordinary shares (A shares), with a par value of RMB 1 per share and an issue price of RMB 27.63 per share. After the public development, the registered capital of the company was RMB 93.6 million.
On May 7, 2018, the company disclosed the announcement of Jiangsu Jiejie Microelectronics Co.Ltd(300623) on the completion of the grant registration of restricted shares on cninfo.com, granting 101400 restricted shares to 90 eligible incentive objects. After the completion of the first grant registration, the total share capital of the company increased from 93 Shanghai Pudong Development Bank Co.Ltd(600000) shares to 94601400 shares.
On May 28, 2018, the company implemented and completed the equity distribution plan for 2017. Based on the total share capital of 94601400 shares, the company distributed cash dividends of RMB 5 (including tax) to all shareholders for every 10 shares. At the same time, based on the total share capital of 94601400 shares, the capital reserve was converted into share capital, and 9 shares were added for every 10 shares, a total of 85141260 shares were converted into share capital. After the conversion, the total share capital of the company was changed to 179742660 shares.
On February 18, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 17100 restricted shares granted to two incentive objects but not lifted.
On March 28, 2019, the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. reviewed and confirmed that the cancellation of the restricted stock repurchase of the company has been completed.
On April 11, 2019, the company implemented and completed the equity distribution plan for 2018. Taking the total share capital of the company as the base, the company distributed a cash dividend of RMB 3 (including tax) for every 10 shares to all shareholders. At the same time, taking the total share capital of 179725560 shares as the base, the capital reserve was converted into share capital, and 5 shares were added for every 10 shares, a total of 89862780 shares were converted into share capital. After the conversion, the total share capital of the company was changed to 269588340 shares.
With the approval of the reply on approving Jiangsu Jiejie Microelectronics Co.Ltd(300623) non-public offering of shares (zjxk [2019] No. 2289) issued by China Securities Regulatory Commission, the company issued 35660997 RMB ordinary shares (A shares) non publicly and was listed on the venture board of Shenzhen Stock Exchange on January 8, 2020. After the completion of this non-public stock issue, the total number of shares of the company was changed from 269588340 shares to 305249337 shares. On May 26, 2020, the company implemented and completed the 2019 equity distribution plan. Taking the total share capital of the company 305249337 shares as the base, the company distributed cash dividends of RMB 2 per 10 shares (including tax) to all shareholders. At the same time, taking the total share capital of 305249337 shares as the base, the capital reserve was converted into share capital, and 6 shares were added per 10 shares, a total of 183149602 shares were converted into share capital. After the conversion, the total share capital of the company was changed to 488398939 shares.
On September 25, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 18240 restricted shares granted to one incentive object but not lifted.
On November 6, 2020, the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. verified and confirmed that the cancellation of the restricted stock repurchase of the company had been completed on. The total share capital of the company was changed from 488398939 shares to 488380699 shares.
On December 8, 2020, the company disclosed Jiangsu Jiejie Microelectronics Co.Ltd(300623) the announcement on the completion of the registration of the grant of restricted shares on cninfo.com, granting 2621500 restricted shares to 213 eligible incentive objects. After the completion of the first grant registration, the total share capital of the company increased from 488380699 shares to 491 Zhejiang East Crystal Electronic Co.Ltd(002199) shares.
On April 12, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 4000 shares of restricted shares granted to one incentive object but not lifted.
On April 20, 2021, after examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the repurchase and cancellation of restricted shares of the company has been completed, and the share capital of the company has been changed from 491 Zhejiang East Crystal Electronic Co.Ltd(002199) shares to 490998199 shares.
On April 29, 2021, the company implemented and completed the equity distribution plan for 2020. Based on 490998199 shares of the company's total share capital, the company distributed a cash dividend of RMB 1 Shanghai Pudong Development Bank Co.Ltd(600000) (including tax) to all shareholders for every 10 shares. At the same time, based on 49099819900 shares of the total share capital, the capital reserve was converted into share capital, and 5000000 shares were added for every 10 shares. After the conversion, the total share capital of the company was changed to 736497298 shares.
On September 14, 2021, the company disclosed the announcement on the completion of the grant registration of the reserved part of the 2020 restricted stock incentive plan on cninfo.com, granting 237000 restricted shares to 22 eligible incentive objects. After the completion of the first grant registration, the total share capital of the company increased from 736497298 shares to 736734298 shares. On August 16, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 23250 restricted shares granted to two incentive objects but not lifted.
On October 22, 2021, after examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the repurchase and cancellation of restricted shares of the company has been completed, and the share capital of the company has been changed from 736497298 shares to 736711048 shares.
With the consent of China Securities Regulatory Commission's zjxk [2021] No. 1179 document for registration, the company issued 11.95 million convertible corporate bonds to unspecified objects on June 8, 2021, with a face value of 100 yuan each, and the total amount of funds raised was 1195 million yuan. After deducting the relevant issuance expenses of 2531845441 yuan, the net amount of funds raised was 116968154559 yuan. The convertible corporate bonds issued to unspecified objects are preferentially placed to the original shareholders registered by the company after the closing of the market on the equity registration date. The balance after the preferential placement of the original shareholders (including the part abandoned by the original shareholders) is issued to public investors online through the trading system of Shenzhen Stock exchange. The part with a subscription amount of less than 1195 million yuan is underwritten by the balance of the main underwriter.
With the consent of Shenzhen Stock Exchange, the company's 119.5 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since June 29, 2021. The bonds are referred to as "jiejie convertible bonds" for short and the bond code is "123115".
The conversion period of convertible bonds starts from the first trading day (December 15, 2021) six months after the end of the issuance of convertible bonds (June 15, 2021) to the maturity date of convertible bonds (June 7, 2027) (in case of legal holidays or rest days, it will be extended to the first working day thereafter; the interest payment during the extended period will not be calculated separately), that is, from December 15, 2021 to June 7, 2027.
In the fourth quarter of 2021, a total of 1923 "jiejie convertible bonds" were converted into shares (with a total face value of 192300 yuan), and a total of 6586 " Jiangsu Jiejie Microelectronics Co.Ltd(300623) " shares (Stock Code: Jiangsu Jiejie Microelectronics Co.Ltd(300623) ). The total share capital of the company increased from 736711048 shares to 736717634 shares.
Unified social credit code of the company: 91320 China Cyts Tours Holding Co.Ltd(600138) 3726757
Registered address: No. 3000, Qiantangjiang Road, Qidong Economic Development Zone, Jiangsu Province
Legal representative: Huang shanbing
(I) industry and business scope of the company
Industry nature of the company: semiconductor discrete device industry
Business scope: manufacturing and sales of semiconductor discrete devices and power electronic components; Operate the export business of the enterprise's own products and technologies and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise (except for the goods and technologies limited or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) basic organizational structure of the company
The company has established an organizational structure in accordance with the requirements of the company law and the actual situation of the company, mainly including the general meeting of shareholders, the board of directors, the board of supervisors and the operation and management organization. The corporate governance structure is sound and operates effectively, forming a complete and effective operation and management system including production, procurement, sales, R & D and financial management.
The general meeting of shareholders
Board of supervisors
Board of directors
Secretary of the board of directors Nomination Committee remuneration and assessment committee general manager strategy committee audit committee Technology Co., Ltd. Jiangsu Jiejie Microelectronics Co.Ltd(300623) (Nantong) Science and Technology Research Institute Co., Ltd. Jiangsu jiejie semiconductor technology jiejie Semiconductor Co., Ltd. engineering technology center finance center secretary office human resources administration department quality center business department advanced power semiconductor sealing and testing thyristor Business Department equipment engineering department information center safety and environment office material management department Co., Ltd. Jiangsu Jiejie Microelectronics Co.Ltd(300623) (Shenzhen) Youliao Co., Ltd. Jiangsu jiejie semiconductor New Material Technology Co., Ltd. Jiangsu Jiejie Microelectronics Co.Ltd(300623) (Wuxi) Technology Co., Ltd. Jiangsu Jiejie Microelectronics Co.Ltd(300623) (Shanghai) Technology Co., Ltd. Jiangsu Yisi technology audit department
(III) evaluation scope of internal control
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas. Included in the scope of internal control evaluation: all departments and subsidiaries of the company.
