Long Xun's response to the first round of the science and innovation board of science and technology board, science and technology attributes, period expenses, etc. are followed by attention

On July 18, 2022, Longxun Semiconductor (Hefei) Co., Ltd. (hereinafter referred to as "Long Xun") responded to the first round of inquiry of the science and technology board.

Picture source: Shanghai Stock Exchange official website

In the first round of inquiry of the science and technology board, the Shanghai Stock Exchange mainly focused on Longxun's procurement and production model, income, sales and customers, shareholders and historical revolution, science and technology innovation attributes, cost and gross profit margin, inventory, period costs, prepaid payment, fundraising, fundraising, fundraising, fundraising, fundraising 15 issues such as investment projects.

Regarding the matters of similar periods, the Shanghai Stock Exchange requires the issuer to explain: (1) The subsidiary of the issuer, other enterprises that the actual controller's substantial control, the issuer worker or the other enterprises set up by the former employee, will Similar option arrangements such as options incentives, whether there are disputes or potential disputes; (2) the number of employees, the number of options, and the proportion of similar options involved in the equity of the issuer's equity; After that, there are similar options arrangements, whether employee equity incentives are implemented through the employee holding platform; (4) the number of relevant options and proportion of relevant options that currently exist in disputes or potential disputes, which are clear and stable in the issuance of human rights. Impact; (5) The issuance of the subsidy model, the basis, the basis and payment of the payment, and the relevant accounting treatment of the subsidy conform to the relevant provisions of the "Corporate Accounting Guidelines".

Long Xun's replies said that except for the subjects listed in the relevant forms and the issuer and its existing subsidiaries, the issuer and FENGCHEN did not control other companies and branches.

At the same time, combined with the issuer's actual controller and the person in charge of the human resources department, the issuer of the issuer's lawyer and the issuer. Among the subjects listed in the table above, the existence of the issuer's equity Similar option arrangements for incentive targets. The aforementioned entity uses the issuer's equity as the inspirational target to issue a "similar option arrangement" recording document to the employee. It is mainly because these companies are actually controlled by Fengchen. Over -operated business or employees have not been hired.

For example, the issuer's disclosed in the "Lawyer Work Report" in the "Propulum Draft), the publisher lawyer, and part of the (4) part of this question, except for the eight retired employees who have been disclosed In addition to the relevant disputes of option arrangements, the relevant personnel involved in similar options arrangements (more than one year in employment hours) provided by the relevant information provided by the issuer have issued to the issuer and the issuer and the actual controller are not controversial. The confirmation letter, the relevant hire files received by the eight employees were distributed by Long Xun Limited (Hefei Lijie) or Changzhou Xinqi. Except for the disclosed circumstances, the issuer did not receive other resignation or on -the -job employee claims to arbitrarily fulfill the relevant rights and interests in accordance with similar rights.

For the substantial control of the actual controller of the issuer or the issuer, other enterprises that are established by the issuer and the former employee, such as the issuer, the former employee, have not obtained the issuer, the issuer's shareholders' meeting or the board of directors, the actual controller FENGCHEN The authorization may be possible, allowing these enterprises to be issued to their employees with the issuer's equity as an incentive target, then these companies have no right to use the issuer's equity as the incentive target to grant employees.

The confirmation letter issued by the issuer and the actual controller Fengchen confirmed that except for the content disclosed by the first part of the question, the issuer and FENGCHEN do not have the authorization to other subjects may be able to be authorized by other subjects. Or the employees of the former employee set up an enterprise that they advocate that they enjoy the equity rights and interests of the issuer.

Therefore, except for the issuer or Fengchen entrusted employee, the former employee holds the equity but is essentially controlled by the issuer or FENGCHEN, the company's self -established enterprises set up by the issuer and the former employees do not exist. There is no controversy or potential dispute that leads to related risks.

According to the investigation results of the relevant procedures described by the issuer's lawyer through the performance of this question, the issuer, the issuer has been established to this day. A total of 108 people who contain "similar options arrangements" in the recruitment documents (including 31 On -employed employees, 77 departure employees).

According to the similar option arrangement in the employment documents, employees "option/shares/original shares" of employees are issued in 5 years at 15%, 15%, 20%, 25%, and 25%. The share of the above table has the quantity calculation diameter of the number of "options/shares/original stocks" in the above table, namely (1) calculate according to the quantity stated by the hiring file, and (2) the actual proportion of the actual proportion of the employee's working age. Judging from the statement arranged in the similar periods contained in the employment file, the latter (totaling 3.27 million shares) is actually a relatively reasonable calculation caliber.

In response to the proportion of similar rights arrangements involved in the issuer's equity, because the relevant statements of the hiring documents only stipulate the company to issue an incentive share in proportion to employees who meet the working age, lack of other factors that can be actually implemented. And calculation method:

The recruitment documents do not agree on the specific authorization conditions of "similar options arrangement". Assuming that when employees meet the issuance of "similar options arrangements", the "options" are converted in accordance with the number of issuers' existing shares and immediately enjoy the issuer's shares. Any condition (including but not limited to the right to perform the rights bank, the shares/original shares subscription procedures, the consideration of payment of the payment or subscription, the annual assessment index, the impact of the company's performance, etc.). According to the publisher's instructions and the resume of FENGCHEN, and the appointment documents of the US semiconductor company, due It is a common and main way in American semiconductor companies. Therefore, the company also tried to introduce similar options arrangements in early development to improve the employee incentive mechanism.

As the company's early implementation of the introduction of option arrangements has not been formed and perfect, and the company's internal lack of internal management personnel who are familiar with optional operation, only adding expressions of similar rights arrangements in the employment documents. In addition, the company has not carried out the usual tasks necessary for an employee option plan to implement, such as the company's rights to consider the incentive plan and supporting system, and sign an operational agreement with the incentive object. Therefore, the issuance of human -like -like rights arrangements have not been implemented.

With the continuous development of the company, the management learned that companies that have been considering in the capital market in the country use the universal approach to grant restricted equity (stock) as employee incentives. Therefore, Long Xun Co., Ltd. reviewed and approved the employee equity incentive plan in December 2014 Essence According to the incentive plan, Xixin Fairy, as a new employee holding platform, obtained company equity through capital increase, and inspired employees indirectly holding the company's equity through the employee holding platform. The employee's equity incentive plan is not directly inherited with the "similar options arrangement", but it is essentially consistent with the company's early incentive mechanism. Perfect long -term incentive mechanism.

According to the signing time involving relevant personnel arrangements involving similar rights arrangements, the company stopped issuing relevant hiring documents with "similar options arrangements" in July 2018. After the company introduced Xincaifu as the employee holding platform in December 2014, there was still a reason to issue an internal specification text of the company's early internal specifications of the company. One of the template files has been used for a long time. As the company introduced new senior management personnel during 2018, the management identified the risk of controversial or potential disputes in the "similar options arrangement" in the recording document. The improvement situation is improved and improved, and the related hiring documents with "similar options arrangement" are stopped.

Long Xun Co., Ltd. and the issuer have not implemented an option incentive plan. The company's employee incentive plans have included direct shares and indirect shares through employee holding platforms. Partners of the issuer's shareholding platform (except those who have disclosed the possible controversial personnel), and the relevant personnel involved in similar rights arrangement (except those who have disclosed the possible controversial personnel) have issued a confirmation letter to confirm that Liu Yongyue and Su Su and Su have confirmed that Liu Yongyue and Su Su The three of the Jinhe Xia Hongfeng directly held the issuer's shares and incentive objects to achieve other options and equity incentives to the issuer's indirect holdings of the issuer's indirect holding shares through the shareholding platform of the employee holding platform. In addition, there are no records of other employee equity incentives in the company's articles of association and amendments, the board of directors, and the shareholders (large) conference documents since the establishment of the company.

In summary, except for Liu Yongyue, Su Jin and Xia Hongfeng, the issuer's shares directly holding the issuer's shares, and the incentive objects to achieve the shares of the issuer's indirect holding shares through the employee holding platform core wealth share. excitation.

Based on certain assumptions and calculation methods, the proportion of "similar options arrangements" that the issuer has not yet properly disposal accounts for 0.6950%or 0.6902%of the existing shares of the issuer (followed by).

As of the date of this response, the issuer has not properly handled the number of "similar options arrangements" accounting for 0.6950%(after being obtained) or 0.6902%(original obtained). The number of "options" accounts for a small proportion of the total shareholders of the issuer. Among the 8 people who did not issue a confirmation letter to the issuer, 7 people did not submit relevant claims to the issuer within one year from the date of departure. Even if these 7 people proposed to the dispute resolution agency, because the time of the proposition has exceeded labor arbitration, Time -effectiveness, dispute resolution agencies usually reject lawsuits or arbitration requests. Therefore, the issuer has not properly handled the number of "similar options arrangements" accounted for a small number, and the impact of the existing equity structure of the issuer may be controlled, and it does not affect the clear and stable control of human rights ownership and stability.

The relevant disputes are still one of the people in the arbitration time. Because Li's related cases have been concluded in the second trial, according to the principle of the case, Li can only file a labor arbitration on the related disputes of "similar options" and cannot sue again. Essence In similar labor disputes, the defeated employer may bear economic compensation, but because Li has clearly made it clear in the "Economic Compensation Agreement" signed with the issuer before leaving, " The cost has been settled without any objections, and there is no dispute with Party A (issuer) without labor relationships, and it is guaranteed that no labor relationship arbitration and litigation requests are not made. " The prosecution request has obtained economic compensation for "similar options arrangements" and does not meet the principles of honesty. The arbitral tribunal is likely to quote Li's application for the principle of honesty. Even in extreme circumstances, the arbitral tribunal supports Li's arbitration request and requires the issuer to give economic compensation. Combined with the issuer's "Audit Report" and other information, these economic compensation has a limited impact on the issuer's financial situation. In response to the issuer's economic compensation that the issuer may be assumed by the disputed agency due to "similar options" or a lawsuit/arbitration case, Fengchen, the issuer's actual controller, has issued a commitment. " The other companies controlled to the "Reading Notice" and/or "Labor Contract", which contained the "Similar Opinion arrangement ', and the" Labor Contracts ", which were issued to the other companies, and the/or" Labor Contract ". The effective arbitration award or court judgment order or order the issuer to pay compensation or compensation to the relevant personnel. These compensation or compensation will be borne by himself to ensure that the issuer will not suffer any losses. "

In summary, based on certain assumptions and calculations, the number of "similar options" that currently existing disputes or potential disputes is 361,000 shares, accounting for 0.6950%of the total number of issuers (after being obtained) or 0.6902%(original obtained obtaining obtained ), The situation of "similar options arrangements" still existing disputes or potential disputes does not affect the clear and stable control of human rights ownership and stable control. Economic compensation involved in the financial situation of the issuer is very limited.

On August 26, 2020, with the company's second interim shareholders meeting in 2020, the company needs to bear the employee subsidy of 1.819 million yuan. The above subsidy model has been paid by the company's actual controller Fengchen in July 2020. The company paid 1.819 million yuan to Fengchen in August 2020. The management of the subsidy department has subsidized some employees to some employees to eliminate employees due to the negative emotions that may not be implemented due to "similar rights arrangements" in the process of listing. The distribution object is the employee who contains "similar options arrangements" and the employees who were working at the time. The total amount of the subsidy was determined according to the comprehensive consideration of the employee's working years, the posts of their affiliated positions, and the comprehensive consideration of the company's historical contribution.

The issuer counts the subsidy model into the management cost. At the same time, all the personal income tax involved when employees obtain the subsidy payment shall be borne by the company. The specific accounting treatment is:

When the cost of paying the supplement

Borrow: management costs 2.1844 million yuan

Loan: Other payables -Chen Feng 18.09 million yuan

Taxes and fees should be paid -personal income tax of 365,400 yuan

When returning the subsidy payment of FENGCHEN cushion

Borrow: Other payables -Chen Feng 18.09 million yuan

Loan: 1.819 million yuan in bank deposits

When paying personal income tax

Borrowing: Taxes and fees should

Loan: 365,400 yuan in bank deposits

Management costs The main accounting companies are the costs incurred by organizing and managing the production and operation of enterprises. Since the subsidy is a comprehensive subsidy for the management to soothe employees to employees. Various forms of compensation or compensation given by service or termination of labor relations are not in line with the definition of employee salary in the "Enterprise Accounting Standards No. 9 -2014), and the subsidy does not have the future. During the period, the subsidy was directly included in the management expenses, and the company's accounting processing of the subsidy model complied with the relevant provisions of the "Corporate Accounting Guidelines".

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