(Added to C18 version)
2. The actual dominating subject
According to the Asset Management Contract, the manager independently manages and uses the asset management plan property in accordance with the asset management contract, and exercises the rights arising from the asset management plan property investment in accordance with the relevant provisions and the asset management contract. Therefore, the manager of the employee asset management plan, CITIC Construction Investment Fund Management Co., Ltd. (hereinafter referred to as "CITIC Construction Investment Fund"), is the actual dominant entity of the employee asset management plan.
3. Strategic placement qualifications
The employee asset management plan has been certified by the Asset Management Association of China on June 11, 2021 and is eligible for the strategic placement.
4. Deliberations of the board of directors and composition of personnel
The establishment of a special asset management plan by some senior executives and core employees of the issuer to participate in the strategic placement has been deliberated and approved by the 22nd meeting of the eighth board of directors of the issuer, and the participants, positions, subscription amounts and proportions of the employee asset management plan are as follows:
Note: Any discrepancies in the above numerical calculations are due to rounding.
All of the above personnel have signed labor contracts or labor contracts with the issuer. Among them, Jiang Guoxing, Cheng Junxia, Fang Jing, Zhang Shiren and Shi Jin, who are retired and re-employed personnel, have signed labor service contracts with the issuer to establish labor relations; Yu Jun, Shen Lei, Li Qing, Zhang Gang and Wang Yuanbiao are the faculty members of the School of Microelectronics of Fudan University or the State Key Laboratory of ASICs and Systems, according to the Opinions of the State Council on Further Doing a Good Job in Employment and Entrepreneurship under the New Situation (Guo Fa [2015] No. 23) and the Guiding Opinions on Supporting and Encouraging Innovation and Entrepreneurship of Professional and Technical Personnel of Public Institutions. (Ministry of Human Resources and Social Security Regulation [2017] No. 4), Fudan University issued the "Explanation on Agreeing to Yu Jun and 6 Other People to Serve in Shanghai Fudan Microelectronics Group Co., Ltd.", in order to implement the national industry-education integration strategy, accelerate the implementation of industry-university-research under the new normal, seize the important opportunities of new technological revolution and industrial change, promote the implementation of innovation-driven development strategy, agree to Yu Jun, Shen Lei, Li Qing, Zhang Gang, Wang Yuanbiao to the issuer to engage in research and development work, to achieve the goal of transforming scientific research results, and sign labor contracts accordingly. Establish labor relations.
The specific circumstances of yu jun, Shen Lei, Li Qing, Zhang Gang and Wang Yuanbiao's position in the issuer's office are as follows:
(1) Yu Jun joined the issuer in July 1998 and currently serves as the executive director and deputy general manager of the issuer, and is fully responsible for the company's technology research and development and product project design and development. Yu Jun has a deep professional academic background, has 30 years of experience in the integrated circuit design industry, as the core electronic components, high-end general chip and basic software national major science and technology projects and other national and provincial and ministerial major science and technology projects in charge, led the project R & D team to complete a number of major national scientific research tasks, won a number of invention patents and scientific and technological achievements awards, Yu Jun as the issuer's core technical personnel. The issuer has signed a confidentiality agreement with Yu Jun, formulated strict confidentiality measures for matters involving the issuer's major interests, and clarified the confidentiality obligations and non-compete requirements.
(2) Shen Lei joined the issuer in March 2001 and currently serves as the deputy chief engineer of the issuer, responsible for process technology development and product engineering realization, as well as product quality and supply chain assurance. Shen Lei has about 30 years of experience in the integrated circuit design industry, and has rich theoretical and practical experience in the physical design of integrated circuits, the realization of integrated circuit processes, and the productization of integrated circuits; at the same time, as the project leader, he organized the project team to undertake national, provincial and ministerial scientific and technological research projects, won the award of scientific and technological achievements, and was rated as the outstanding chief engineer of Shanghai, and Shen Lei was the core technical personnel of the issuer. The issuer has signed a confidentiality agreement with Shen Lei, formulated strict confidentiality measures for matters involving the issuer's major interests, and clarified the confidentiality obligations and non-compete requirements.
(3) Li Qing joined the issuer in July 1998, served as the manager of the issuer's technical planning department, the manager of the design department, and is currently the president of the Academia Sinica, responsible for the company's new technology pre-research, technical direction planning and expansion, technology and process platform construction, product project design and development, etc. Li Qing has more than 20 years of experience in the integrated circuit design industry, participated in a number of product and technology research and development projects of the issuer, undertook and completed a number of national, provincial and ministerial scientific and technological research projects as the main technical leader, won scientific and technological achievement awards, and obtained a number of invention patent authorizations. The issuer has signed a confidentiality agreement with Li Qing, formulated strict confidentiality measures for matters involving the major interests of the issuer, and clarified the confidentiality obligations and non-compete requirements.
(4) Zhang Gang joined the issuer in September 1999 and currently serves as the product director of the issuer's security and identification product line and the manager of the security identification business department. Zhang Gang has more than 20 years of experience in the integrated circuit design industry, with rich theoretical and practical experience in integrated circuit design, productization and market promotion, as the project leader led the technical team to develop FM11RF08, FM1208, FM1280 and other star products with the company's top historical sales, and the annual sales created by the department team led by him have remained more than 50% of the overall sales of the issuer for many years. During his tenure, Zhang Gang undertook many key scientific and technological research projects in many countries and Shanghai as the person in charge, and won many achievement awards such as the Shanghai Science and Technology Progress Award. The issuer has signed a confidentiality agreement with Zhang Gang, formulated strict confidentiality measures for matters involving the issuer's major interests, and clarified the confidentiality obligations and relevant requirements such as non-compete.
(5) Wang Yuanbiao joined the issuer in January 2005 and is currently the manager of the issuer's Internet Innovation Division, and is fully responsible for all aspects of the business unit. Wang Yuanbiao has been engaged in software development for nearly 30 years, won a number of provincial and ministerial scientific and technological achievement awards, and has rich experience in software development, SaaS services and other fields. At present, Wang Yuanbiao has led the Internet Innovation Division to continuously expand and innovate in application software development, SaaS services, NFC applications, etc., built an industry-leading NFC scenario application platform in the field of transportation and travel, and cultivated a team with SaaS service capabilities. The issuer has signed a confidentiality agreement with Wang Yuanbiao, formulated strict confidentiality measures for matters involving the issuer's major interests, and clarified the confidentiality obligations and non-compete requirements.
The above ten personnel are all paid from the issuer and are employees of the issuer identified in the prospectus for the initial public offering of shares by Shanghai Fudan Microelectronics Group Co., Ltd. (hereinafter referred to as the "Prospectus"); among the five employees of Yu Jun, Shen Lei, Li Qing, Zhang Gang and Wang Yuanbiao, Yu Jun and Shen Lei are the core technical personnel identified in the Prospectus, and at the same time, taking into account Li Qing, Zhang Gang, Wang Yuanbiao also plays an important role in the issuer's technology research and development innovation and business growth, and has made outstanding contributions to the development of the company, and the issuer has identified him as a core employee.
The remaining eleven people, Shi Lei, Zhang Yanfeng, Diao Linshan, Zeng Zhaobin, Huang Xinyue, Wang Lihui, Meng Xiangwang, Wang Yong, Xu Liewei, Hao Shusen and Wang Jianfeng, all signed labor contracts with the issuer to establish labor relations.
The shareholders of the employee asset management plan are all in important positions of the issuer or its subsidiaries, which have an important impact on the production and operation of the issuer, are senior management and core employees of the issuer, meet the requirements of qualified investors, and have the qualifications to participate in the strategic placement of the issuer through the employee asset management plan, which is in line with the provisions of Article 19 of the Implementation Measures.
In summary, the employee asset management plan belongs to the "special asset management plan established by the issuer's senior management and core employees participating in the strategic placement", which is eligible to participate in the issuer's initial public offering strategic placement, which meets the provisions of Article 8(5) of the Business Guidelines.
5. Sources of funds to participate in the subscription
According to the commitment letter issued by the principal of the employee asset management plan, the source of funds for the employee asset management plan to participate in the strategic placement is the principal's own funds.
6. Other commitments related to this offering
According to the "Implementation Measures", "Business Guidelines" and other laws and regulations, the manager of the employee asset management plan, CITIC Construction Investment Fund, issued a commitment letter, the specific content is as follows:
(1) The asset management plan is a collective asset management plan established by the institution entrusted by the employees of the issuer, and there is no situation in which it is entrusted by other investors or entrusted other investors to participate in the strategic placement;
(2) Participate in the issuer's strategic placement in line with the investment scope stipulated in the asset management contract of the asset management plan;
(3) The issuer's shares allocated in connection with the strategic placement under the asset management plan will not be transferred, managed by others or repurchased by the issuer for a period of 12 months from the date of the issuer's initial public offering and listing. After the expiration of the restriction period, the asset management plan to obtain the reduction of shares in the strategic placement shall be subject to the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the reduction of shares;
(4) There is no improper interest conveying between the asset management plan and the issuer, lead underwriter or other interested parties;
(5) The issuer and the lead underwriter have not promised the asset management plan that the stock price will rise after listing, or if the stock price does not rise, the issuer will buy back the shares or give any form of financial compensation;
(6) The lead underwriter of the issuer has not committed to underwriting fee sharing, introducing participation in other issuers' strategic placements, and returning brokerage commissions for IPO placements as conditions for introducing the asset management plan;
(7) If the asset management plan violates the above commitments, the institution is willing to bear the relevant responsibilities arising therefrom and accept all the losses and consequences caused thereby.
Third, the selection criteria of strategic investors and the verification of placement qualifications
According to Article 8 of the Business Guidelines, investors who can participate in the issuer's strategic placement mainly include: (1) large enterprises or their subsidiaries that have strategic cooperative relations or long-term cooperation visions with the issuer's business operations; (2) large insurance companies or their subsidiaries, state-level large investment funds or their subsidiaries with long-term investment intentions; and (3) securities investment funds established by way of public offering, whose main investment strategies include investing in strategic placement stocks and operating in a closed manner ;(4) the relevant subsidiaries of the sponsoring institution participating in the follow-up investment; (5) the senior management and core employees of the issuer participating in the special asset management plan established by the strategic placement; and (6) other strategic investors who comply with the provisions of laws, regulations and business rules. According to Article 17 (2) of the Implementation Measures, strategic investors participating in stock placements shall use their own funds and shall not accept or entrust others to participate, except for securities investment funds and other entities established in accordance with law and meeting specific investment objectives.
According to Article 6(1) of the Business Guidelines, if the number of shares in the initial public offering is more than 400 million shares, the number of strategic investors shall not exceed 30; if there are more than 100 million shares and less than 400 million shares, the number of strategic investors shall not exceed 20; if there are less than 100 million shares, the strategic investors shall not exceed 10. According to Article 7 of the Business Guidelines, investors participating in the issuer's strategic placement shall subscribe for the number of issuer shares they have promised to subscribe for at the finalized issue price. According to Article 18 of the Business Guidelines, the relevant subsidiaries of the sponsoring institution participating in the placing shall undertake to subscribe for 2% to 5% of the number of shares in the issuer's initial public offering at the share offering price. According to paragraphs (2) and (3) of Article 16 of the Implementation Measures, if the number of shares in an initial public offering is more than 100 million shares, the total number of shares to be placed by strategic investors shall not exceed 30% of the number of shares to be placed in this public offering in principle; if the number of shares in the initial public offering is less than 100 million shares, the total number of shares to be placed by strategic investors shall not exceed 20% of the number of shares in this public offering.
After verification, a total of 7 investors participated in the strategic placement, and the strategic placement targets were: 1) large enterprises or their subsidiaries that have strategic cooperative relations or long-term cooperation visions with the issuer's business operations; 2) large insurance companies or their subsidiaries, state-level large investment funds or their subsidiaries with long-term investment intentions; 3) relevant subsidiaries of sponsor institutions participating in the follow-up investment; 4) senior management and core employees of the issuer participating in the special asset management plan established by the strategic placement. The initial number of shares to be issued in the strategic placement is 36 million shares, and the above arrangement meets the requirements of the Implementation Measures and the Business Guidelines for the issuance of no more than 20 strategic investors, and the total number of shares to be placed by the strategic investors shall not exceed 30% of the number of shares in the public offering.
The investors participating in the Strategic Placement have separately signed the Strategic Investor Placement Agreement with the Issuer, and the Strategic Investors will not participate in the initial inquiry for the Offering (except for securities investment funds managed by the Securities Investment Fund Manager who have not participated in the Strategic Placement) and undertake to subscribe for the number of shares they have committed to subscribe for at the issue price determined by the Issuer and the Joint Lead Underwriters. CITIC Construction Investment undertakes to acquire the shares in the Placing for a period of 24 months from the date of the Issuer's initial public offering and listing, and other strategic investors have undertaken to obtain the Placing shares for a restriction period of 12 months from the date of the Issuer's initial public offering and listing.
The joint underwriters believe that the selection criteria and placement qualifications of the strategic investors of this offering comply with the provisions of laws and regulations such as the Implementation Measures and the Business Guidelines, and the above-mentioned entities participating in the strategic placement of this offering meet the selection criteria and placement qualifications of the strategic investors of this offering.
4. Verification of whether the strategic investor has any prohibited circumstances provided for in Article 9 of the Business Guidelines
Article 9 of the Business Guidelines stipulates: "Where an issuer and lead underwriter place shares with a strategic investor, the following circumstances shall not exist:
1. The issuer and the lead underwriter promise to the strategic investor that the stock price will rise after listing, or that if the stock price does not rise, the issuer will buy back the shares or give any form of financial compensation;
2. The lead underwriter introduces strategic investors on the condition that it promises to share the underwriting fees, introduce and participate in the strategic placement of other issuers, and return the brokerage commission for the placement of new shares;
3. The issuer subscribes to the securities investment funds managed by the issuer's strategic investors after listing;
4. The issuer undertakes to appoint persons associated with the strategic investor as directors, supervisors and senior management of the issuer during the restriction period during which the strategic investor is allocated shares, except where the senior management and core employees of the issuer establish a special asset management plan to participate in the strategic placement;
5. Except as provided in Item 3 of Article 8 of these Guidelines, the strategic investor uses non-own funds to subscribe for the issuer's shares, or there are circumstances in which the strategic investor accepts the entrustment of other investors or entrusts other investors to participate in the strategic placement;
6. Other acts of direct or indirect transmission of benefits. ”
Pursuant to the Placing Agreement signed between the Issuer and CITIC Construction Investment and six other strategic investors, the Undertaking Letters issued by the Issuer, the Joint Lead Underwriter, CITIC Construction Investment And the other Six Strategic Investors respectively, the Joint Underwriters believe that there is no prohibition under Article 9 of the Business Guidelines for the placement of shares by the Issuer and the Joint Underwriters to the Strategic Investors.
V. Lawyers' verification opinions
Beijing Deheng Law Firm believes that the selection criteria and placement qualifications of the strategic investors in this offering comply with the provisions of laws, regulations and normative documents such as the Implementation Measures and the Business Guidelines, and there is no prohibition in this strategic placement as stipulated in Article 9 of the Business Guidelines.
6. The joint lead underwriter's verification conclusions for strategic investors
In summary, the joint underwriters believe that the selection criteria and placement qualifications of the strategic investors in this offering comply with the provisions of laws and regulations such as the Implementation Measures and the Business Guidelines; the China Insurance Fund, the Development Fund, the Shanghai Integrated Circuit Fund, Shanghai International, Shanghai Pudong Science and Technology Innovation, CITIC Construction Investment Investment, and the Employee Asset Management Plan meet the selection criteria for the strategic investors of the offering and have the qualifications for the placement of strategic investors in this offering; and there is no Business Guideline for the placement of shares by the issuer and the joint lead underwriter to the strategic investors. Prohibitive circumstances provided for in Article 9.
CITIC Construction Investment Securities Co., Ltd
Great Wall Securities Co., Ltd
July 9, 2021