China Industrial Securities Co.Ltd(601377)
About Leaguer (Shenzhen) Microelectronics Corp(688589)
2021 site inspection report
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) ” or “sponsor”) as a sponsor of Leaguer (Shenzhen) Microelectronics Corp(688589) (hereinafter referred to as ” Leaguer (Shenzhen) Microelectronics Corp(688589) “, “company” or “issuer”) for initial public offering of shares and listing on the science and innovation board, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “recommendation measures”) of the CSRC and the guidelines for continuous supervision of Shanghai Stock Exchange, the recommendation institution acting as the continuous supervision of Leaguer (Shenzhen) Microelectronics Corp(688589) initial public offering conducted an on-site inspection on the company on December 27, 2021. The on-site inspection is reported as follows: I. Basic information of the on-site inspection
The sponsor conducted an on-site inspection on Leaguer (Shenzhen) Microelectronics Corp(688589) on December 27, 2021.
During the on-site inspection, the sponsor consulted and collected the relevant documents and materials of Leaguer (Shenzhen) Microelectronics Corp(688589) from January 1, 2021 to the on-site inspection date in combination with the actual situation of Leaguer (Shenzhen) Microelectronics Corp(688589) , interviewed the company’s managers and employees, implemented necessary procedures including audit, verification and inquiry, inspected the company’s governance, internal control and information disclosure, The company’s independence, capital exchanges with controlling shareholders and other related parties, use of raised funds, related party transactions, external guarantees, major foreign investment and business conditions, and completed this on-site inspection report on the basis of the above work. 2、 Opinions on on-site inspection items item by item (I) corporate governance and internal control
The recommendation institution consulted Leaguer (Shenzhen) Microelectronics Corp(688589) ‘s articles of association, the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors and other internal control systems; Checked the meeting notices, resolutions and records of the general meeting of shareholders, the board of directors and the board of supervisors, and checked the relevant announcements of the company; Consulted the work records of the company’s internal audit department; Interviews were conducted with relevant senior managers and department heads.
Verification opinions:
After on-site verification, the sponsor believes that the company has established a relatively perfect corporate governance system, the relevant systems have been basically effectively implemented, and the directors, supervisors and senior managers of the company can perform their duties in accordance with the company law and the rules for listing stocks on the science and Innovation Board of Shanghai Stock exchange. The company has a good internal control environment and effective risk control. (II) information disclosure
The recommendation institution consulted the company’s announcement and relevant supporting documents for information disclosure.
Verification opinions:
After on-site verification, the sponsor believes that: Leaguer (Shenzhen) Microelectronics Corp(688589) the disclosed announcement is consistent with the actual situation, and there are no major matters that should be disclosed but not disclosed in the information disclosure, which is in line with the company’s information disclosure management system and the relevant provisions of Shanghai Stock Exchange. (III) the independence of the company and the capital transactions with the controlling shareholders, actual controllers and other related parties. The recommendation institution consulted the relevant institutional documents, relevant meeting minutes and announcements, consulted the accounts of the company and its subsidiaries with related parties, and communicated with the financial personnel.
Verification opinions:
After on-site verification, the recommendation institution believes that the issuer’s assets are complete, its personnel, institutions, business and finance remain independent, and there is no case of related parties occupying the company’s funds in violation of regulations. (IV) use of raised funds
1. Verification procedure
The recommendation institution has consulted the tripartite (four party) supervision agreement of the raised funds, the bank statement and the standing book for the use of the raised funds; Check the meeting minutes and announcements related to the use of raised funds.
2. Changes of raised investment projects
In December 2021, the company changed the name of the raised investment project “R & D testing and experiment center construction project” to “R & D center and headquarters base construction project”. The implementation mode of “R & D site investment” in the project is to change from purchasing office space to purchasing land and building R & D center and headquarters base by itself, At the same time, the time for the project to reach the expected usable state is proposed to be extended from March 2022 to March 2027. The total investment of the self built R & D center and headquarters base is expected to be 162.85 million yuan, the raised capital investment is 136.46 million yuan, and the remaining amount is invested with the company’s own funds. In addition, the company will extend the scheduled availability date of “new generation high-speed power line communication chip R & D and industrialization project” and “Internet of things application development project based on independent chip” from March 2022 to March 2024; The date when the “micro power wireless communication chip R & D and industrialization project” of the raised investment project reaches the scheduled usable state is extended from March 2022 to March 2023.
3. Verification opinions
Through on-site verification, the sponsor believes that the issuer has well implemented the raised funds management system. The funds raised by the issuer are deposited in the special account for raised funds, and the three-party (four party) supervision agreement for raised funds has been signed with the sponsor and the special account bank respectively. The issuer does not change the purpose of the raised funds without performing the review procedures. The issuer has no other violation of the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange.
As of the date of this on-site inspection, the company plans to purchase the land use right, has not signed the joint bidding agreement, and has not started to perform the bidding, auction and listing procedures, which does not rule out the risk that the company cannot obtain the corresponding land use right on schedule. In addition, due to the influence of project approval, engineering construction and other factors, the construction of the project may not be completed on schedule. The sponsor has reminded the company of the above risks, and the company’s purchase of land use right is continuing. (V) related party transactions, external guarantees and major foreign investment
The recommendation institution consulted the company’s relevant systems, resolutions of the board of directors and the general meeting of shareholders and information disclosure documents, consulted the loan contracts, related party transaction agreements and foreign investment agreements of the company and its subsidiaries, and interviewed relevant personnel.
Verification opinions:
After on-site verification, the sponsor believes that: Leaguer (Shenzhen) Microelectronics Corp(688589) has standardized the decision-making authority and decision-making mechanism of related party transactions, external guarantee and external investment; There are no major violations of laws and regulations or damage to the interests of minority shareholders in the related party transactions and foreign investment. (VI) operating conditions
The sponsor consulted relevant industry information and the company’s operating performance, communicated with relevant management personnel of the company, and learned about the recent changes in the industry and market of the company’s main business.
Verification opinions:
After on-site verification, the sponsor believes that the business model of the company has not changed, important business sites operate normally, and all businesses of the company are in orderly progress. (VII) other matters that the sponsor considers should be subject to on-site inspection
None. 3、 Matters needing attention and suggestions of listed companies
None. 4、 Matters reported to CSRC or stock exchange (if any)
None. 5、 Cooperation of listed companies and other intermediaries
In this on-site verification, Leaguer (Shenzhen) Microelectronics Corp(688589) actively provided the required documents and materials, arranged the inspectors to interview with Leaguer (Shenzhen) Microelectronics Corp(688589) senior managers and employees and conducted on-site research, so as to facilitate the on-site verification of the sponsor. 6、 Conclusion of this site inspection
After on-site inspection, the sponsor believes that: Leaguer (Shenzhen) Microelectronics Corp(688589) the system in corporate governance and information disclosure is sound and effectively implemented; The company has maintained its independence in business, assets, finance, personnel and institutions; There are no illegal capital transactions with major shareholders and other related parties; The use of the raised funds of the company is not in violation of the rules and regulations; The company does not violate laws and regulations in terms of external guarantee, related party transactions and major foreign investment. It is hereby reported.
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