Suzhou Dongwei Semiconductor Co., Ltd
List of appendices to the prospectus
(I) issuance recommendation letter 1 (II) financial statements and audit reports 37 (III) review reports and financial statements 167 (IV) internal control assurance report 195 (V) detailed statement of non recurring profits and losses verified by Certified Public Accountants 210 (VI) legal opinion 224 (VII) lawyer work report 382 (VIII) articles of association of the issuer (Draft) 490 (IX) documents approved by the CSRC for the registration of the issuer’s public offering five hundred and thirty-seven
About Suzhou Dongwei Semiconductor Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board
Issuance recommendation
sponsor
(27th and 28th floors, tower 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing) November, 2001
catalogue
1、 Basic information of this securities issuance 2 (I) name of the sponsor 2 (II) the sponsor representative specifically responsible for this recommendation 2 (III) Project Co sponsors and other project team members 3 (IV) basic information of the issuer (V) relationship between the institution and the issuer 3 (VI) internal audit procedures and opinions of the organization 5 II. Commitments of the sponsor 6 III. recommendation opinions of this institution on this securities issuance 7 (I) recommendation conclusion of this institution on this securities issuance 7 (II) decision making procedures performed by the issuer for this securities issuance 8 (III) this securities issuance meets the issuance conditions stipulated in the securities law 10 (IV) this securities issuance meets the issuance conditions specified in the registration management measures 11 (V) verification opinions on commitments and binding measures made by the issuer and its controlling shareholders and other responsible subjects 15 (VI) verification opinions on the issuer’s implementation of the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and diluted immediate return 15 (VII) verification opinions on the registration and filing of shareholders of the issuer’s private investment fund 17 (VIII) verification and conclusion of the issuer’s main financial information and operating conditions after the audit deadline of the financial report 20 (IX) verification opinions on the paid employment of a third party by the recommendation institution and the issuer for the securities issuance 21 (x) main risks of the issuer 22 (XI) brief evaluation on the development prospect of the issuer thirty-one
About Suzhou Dongwei Semiconductor Co., Ltd
Letter of recommendation for initial public offering and listing on the science and Innovation Board
China Securities Regulatory Commission and Shanghai Stock Exchange:
Suzhou Dongwei Semiconductor Co., Ltd. (hereinafter referred to as “Dongwei semiconductor”, “issuer” or “company”) intends to apply for initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “this securities offering” or “this offering”), And has hired China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “) as the sponsor of initial public offering and listing on the science and Innovation Board (hereinafter referred to as “sponsor” or “this institution”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the administrative measures for the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures for registration”) The Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules of science and Innovation Board”), the measures for the administration of securities issuance and listing recommendation business and other laws and regulations, as well as the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), China International Capital Corporation Limited(601995) and its recommendation representatives are honest, trustworthy, diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of this issuance recommendation letter. (unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Suzhou Dongwei Semiconductor Co., Ltd. for initial public offering and listing on the science and Innovation Board) I. Basic information of this securities offering (I) name of the sponsor
China International Capital Corporation Limited(601995) 。 (II) specific sponsor representative responsible for this recommendation
Li Yang: obtained the qualification of sponsor representative in 2015, and once served as the sponsor representative of Semiconductor Manufacturing International Corporation(688981) science and Innovation Board IPO project, Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) public issuance of convertible bonds project, Shanghai Shine-Link International Logistics Co.Ltd(603648) initial public issuance of shares project, and Qingdao Haier Co., Ltd. public issuance of convertible bonds project, During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
Wang Zhuting: obtained the qualification of recommendation representative in 2020, strictly abided by the recommendation measures and other relevant regulations in the practice of recommendation business of the project, and had a good practice record. (III) Project Co sponsors and other project team members
Project Co sponsor: he Liu, who obtained the securities qualification in 2018, has participated in / implemented the Semiconductor Manufacturing International Corporation(688981) science and Innovation Board IPO project and Postal Savings Bank Of China Co.Ltd(601658) IPO project, and has a good practice record.
Other members of the project team: Wu Di, Cao Yicheng, Wang Ruoyu, Zhao Shanjun, Dai Zhiyuan, Ji Jing, ye Jiandong. (IV) basic information of the issuer
Company name: Suzhou Dongwei Semiconductor Co., Ltd
Registered address: room 515, building 20, Northwest District, Suzhou nano City, No. 99, Jinjihu Avenue, Suzhou Industrial Park
Date of establishment: September 12, 2008
Contact 0512-62534962
Design, development, sales, business scope, import and export business and related technical consulting and technical services of semiconductor devices, integrated circuits, chips, semiconductor consumables and electronic products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
This type of securities issuance is an initial public offering of shares and listed on the science and innovation board
(V) relationship between the institution and the issuer
1. The shares of the issuer or its actual controller and important related parties held by the institution itself, its subsidiaries and other important related parties are as follows:
As of the date of issuance of this issuance recommendation letter, the indirect investors of Juyuan Juxin holding 9.9512% equity of the issuer, the SME development fund holding 4.9756% shares of the issuer and the national policy investment holding 2.2599% shares of the issuer include China International Capital Corporation Limited(601995) related entities, and the proportion of China International Capital Corporation Limited(601995) related entities indirectly holding shares of the issuer through the above shareholding path is very low, The total indirect holding of shares of the issuer is less than 0.01%.
In addition to the above circumstances, China International Capital Corporation Limited(601995) or its controlling shareholders, actual controllers and important related parties do not hold more than 5% of the shares of the issuer or its shareholders and important related parties.
China International Capital Corporation Limited(601995) as the sponsor of Dongwei semiconductor’s IPO and listing on the science and innovation board, it strictly abides by relevant laws, regulations and regulatory requirements, earnestly implements the internal information isolation system, and fully ensures the professional integrity and independence of the sponsor. China International Capital Corporation Limited(601995) establish and implement the information separation wall system, including the restricted list policy, to ensure the independent isolation mechanism between businesses in terms of institutional setting, personnel, information system, capital account, business operation, operation management and the proper management of confidential information, so as to prevent insider trading and avoid illegal acts caused by conflicts of interest. The foreign investment of China International Capital Corporation Limited(601995) related entities indirectly holding shares of the issuer through the above path is not related to the sponsor project according to their independent investment research decisions or the investment implemented in accordance with relevant laws and regulations.
As of the date of issuance of this issuance recommendation letter, China International Capital Corporation Limited(601995) indirectly holding shares of the issuer through the aforementioned shareholding path does not affect the independence of the recommendation institution in performing its recommendation duties, and there is no conflict of interest between the recommendation institution and the issuer. China International Capital Corporation Limited(601995) acting as the sponsor of the issuer meets the requirements for the independence of the sponsor in the administrative measures for the recommendation business of securities issuance and listing.
China International Capital Corporation Limited(601995) will arrange relevant subsidiaries to participate in the strategic placement of this offering, which shall be implemented in accordance with the relevant provisions of Shanghai Stock Exchange. China International Capital Corporation Limited(601995) and its relevant subsidiaries will further clarify the specific plan for participating in the strategic placement of this issuance as required, and submit relevant documents to Shanghai Stock Exchange as required.
2. The issuer or its actual controller and important related parties do not hold shares of the institution itself, its subsidiaries and other important related parties.
3. The recommendation representative and his / her spouse, directors, supervisors and senior managers of the institution do not own the rights and interests of the issuer or hold positions in the issuer.
4. The largest shareholder of China International Capital Corporation Limited(601995) is Central Huijin Investment Co., Ltd. (hereinafter referred to as “Central Huijin” or “superior shareholder unit”). As of the date of issuance of this issuance recommendation, Central Huijin directly holds about 40.11% of the shares of China International Capital Corporation Limited(601995) . At the same time, China Construction Bank Investment Co., Ltd., China Construction Investment Co., Ltd., a subsidiary of Central Huijin China Investment Consulting Co., Ltd. holds about 0.06% of the shares of China International Capital Corporation Limited(601995) . Central Huijin is a wholly-owned subsidiary of China Investment Co., Ltd. according to the authorization of the State Council, Central Huijin makes equity investment in key state-owned financial enterprises, exercises the rights and obligations of investors in key state-owned financial enterprises on behalf of the state according to law, so as to maintain and increase the value of state-owned financial assets. Central Huijin does not carry out any other commercial business activities and does not interfere with the daily business activities of key state-owned financial enterprises controlled by it. According to the information and public information provided by the issuer, China International Capital Corporation Limited(601995) there is no cross shareholding between the superior shareholder unit and the issuer or its actual controller and important related parties, China International Capital Corporation Limited(601995) there is no mutual guarantee or financing between the superior shareholder unit and the issuer’s actual controller and important related parties.
5. There is no other related relationship between the institution and the issuer.
The institution independently and impartially performs the recommendation duties in accordance with relevant laws and regulations and the articles of association. (VI) internal audit procedures and opinions of the organization
1. Internal audit procedure
According to the measures for the administration of securities issuance and listing recommendation business and China International Capital Corporation Limited(601995) quality control and core system, the project implementation and quality control committee has established a corresponding quality control team since the establishment of the project, and the quality control team implements process management and control of project risks; The core department establishes a core working group to jointly implement the core work with the core Committee, carry out export management and terminal risk control of the project in the form of company level audit, and perform the final approval decision-making responsibility of submitting, submitting, issuing or disclosing materials and documents in the name of the company.
The internal audit procedures of the organization are as follows:
(1) Project approval
When the project team applies for project initiation, the project implementation and quality control committee provides project initiation review opinions on the project initiation application from the perspective of project implementation risk, and the core department provides project initiation review opinions from the perspective of project key risk.
(2) Review at the coaching stage
During the counseling period, the project team shall report the counseling progress to the quality control group and the core working group. The counseling filing application, counseling report, counseling acceptance application and other documents submitted by the project team to the dispatched office of the CSRC shall be submitted to the quality control group and the core working group, which can be submitted to the outside after being reviewed and approved by the quality control group and confirmed by the core working group. Before the implementation of key verification work, the project team shall discuss the specific verification plan with the quality control team and obtain the confirmation of the quality control team; In case of major adjustment of the verification plan due to major events in the subsequent actual verification process, it shall also communicate with the quality control team in time. If there are key issues to be discussed, the project team can hold a special meeting with the quality control group and the core working group for discussion.
(3) Review at the declaration stage
The project team shall submit the application materials to the quality control group and the core working group according to relevant regulations. The quality control group shall comprehensively review the application materials, due diligence and working papers, and carry out on-site verification for the key problems and working papers in the audit. After the audit of the quality control team, the project implementation and quality control committee shall organize a preliminary review meeting for review and verification. After the preliminary review meeting, the quality control team shall issue the project quality control report and acceptance opinions on the due diligence work draft, and report on the review at the nuclear committee meeting (hereinafter referred to as the “nuclear meeting”). The kernel department shall organize and hold a kernel meeting to fully discuss the project, vote on whether to agree to the recommended declaration and issue kernel opinions.
(4) Review after declaration
After the project team submits the application materials to the securities regulatory authority, the project team must submit the replies to the previous inquiry letters / feedback opinions of the securities regulatory authority, the updates of the application materials and other documents issued to the securities regulatory authority to the quality control group and the core working group, which can only be submitted to the outside after being reviewed and approved by the quality control group and the core working group.
(5) Review at the stage of issuance and listing
After the project has obtained the registration approval, the project team must submit the documents that need to be reviewed by the project implementation and quality control committee / quality control team of capital market department during the issuance and listing period to the quality control team / quality control team of capital market department and the core working team, and can only be submitted after being reviewed and approved by the quality control team / quality control team and core working team of capital market department.
(6) Audit during continuous supervision
The project team shall
