Hua Ling Co., Ltd. returned to the IPO of the Beijing Stock Exchange in the first round of question: company executives are not in Fudan Microelectronics

On July 20, 2022, Hualing (430139.NQ) replied to the first round of inquiry of the IPO of the Beijing Stock Exchange.

It is understood that Hualing Co., Ltd. is a holding subsidiary of Fudan Microelectronics (688385.SH), a listed company of Science and Technology Innovation Board. On July 4, the IPO of the Huiling Co., Ltd. received the first round of inquiry. & nbsp;

Picture source: Bei Stock Exchange website

In the first round of inquiries, the relationship between Hualing Co., Ltd. and the controlling shareholder, actual controller identification and interbank competition, customer concentration, and cooperation stability have attracted attention.

Regarding the relationship with the controlling shareholder, according to the application documents, Fudan Microelectronics holds 50.29%of the company's shares to be the controlling shareholder of the company. There is no controlling shareholder or actual controller in Fudan Microelectronics. Therefore, Hua Ling shares have no actual controllers.

The North Stock Exchange requires the issuer to explain whether the company's relationship with Fudan Microelectron There is a cross -service situation.

Hua Ling shares said (1) The issuer's business independence

The issuer's main business is to provide third -party integrated circuit testing services. The company has independent production and operation places and independent procurement and sales systems. The business independent of Fudan Microelectronics and other companies controlled by the company. The situation of shareholders. The contents of related transactions between the company and the controlling shareholder and the other companies controlled by the controlling shareholders are in accordance with the provisions of relevant laws and regulations and the pricing is fair, and there is no independence that affects the company's operation.

(2) The issuer's asset independence

The issuer legally owns the ownership or use right of tangible or intangible assets such as the production and operation of the machinery and equipment and patents, and there is no situation of sharing with the controlling shareholder and other enterprises controlled by the controlling shareholder. Entrusted, leasing, or other similar methods rely on the assets of related parties to perform production and operation.

(3) The independence of the issuer's personnel

The issuer's senior managers all signed a labor contract with the issuer, and they all received salary at the issuer.

As of the date of this reply, the issuer's senior managers did not serve among the controlling shareholders and other companies they controlled, and they did not receive salary among the controlling shareholders and other companies controlled. The issuer's financial staff also did not work part -time among the controlling shareholders and other companies they controlled. The company has established an independent personnel management system and established an independent wage management, welfare and social security system.

(4) The issuer's financial independence

The issuer has established an independent financial department, equipped with a full -time financial accounting personnel, and has established an independent financial accounting system that can make financial decisions independently and have a standardized financial accounting system. The issuer independently establishes bank accounts. The controlling shareholder and its control of other companies shared bank accounts; the issuer's finance is independent of the controlling shareholder and other companies controlled by the controlling shareholder.

(5) The independence of the issuer's institution

The company has established and improved internal management agencies, exercised management power independently, and fully owns institutions to set autonomy. The company's functional departments fulfill their functions independently and are not intervened by the controlling shareholder Fudan Microelectronics.

The issuer has established internal management agencies such as the board of directors, the Ministry of Technology, the Ministry of Technology, the Department of Technology, the Ministry of Equipment, the Ministry of Production Department, the Marketing Department, the Administrative Office, the Ministry of Human Resources, the Ministry of Quality Department, and the Ministry of Finance. Internal management agencies are mixed with internal management agencies of controlling shareholders and other companies controlled by controlling shareholders. In accordance with the requirements of the "Company Law", the company has established and improved the organizational structure system of shareholders' meetings, boards, board of supervisors, and managers.

(6) The issuer's technical independence

The issuer has a complete technical research and development system, established an independent R & D team, and has trademarks, patents, software copyrights required for its existing business business. The issuer's technology has independence and does not rely on Fudan Microelectronics.

In summary, the company is completely separated from Fudan Microelectronics in terms of business, assets, personnel, finance, institutions, and technology. Essence The company strictly follows the "Company Law", "Securities Law", "Supervision and Management Measures for Non -listed Public Companies" and "Articles of Association" and other relevant regulations and rules and regulations. It has established and improved the company's legal person governance structure and independent and independent operating mechanism.

Regarding whether the company has a coincidence of suppliers or customers, Hua Ling shares said that during the reporting period, Hua Ling shares and Fudan Microelectronics had a convergence of suppliers. During the reporting period It was 48,200 yuan, 109,300 yuan, and 979,400 yuan, accounting for 0.06%, 0.14%and 0.96%of the current purchase amount, accounting for relatively low.

The business exchanges between the issuer and the above -mentioned heavy suppliers are mainly based on the purchasing needs of test board cards such as testing services. The issued per capita independence and the supplier signed business contracts, and there is no interest relationship with Fudan Microelectronics. At the same time, the purchase amount of the issuer to the above -mentioned coincidential suppliers is relatively low. During the reporting period, Hualing Co., Ltd. and Fudan Microelectronics had a closure of customers. During the reporting period It is 4.68%, 0.10%and 0.37%, which accounts for relatively low.

For the above -mentioned common customers, the company is different from the sales content of Fudan Microelectronics and its related parties. It is mainly based on chip design and sales business, and there is no conflict between interest or conversion of interests.

In addition, senior managers such as the company's general manager, deputy general manager, chief financial officer and secretary of the board of directors do not hold their positions in Fudan Microelectronics and other companies controlled by Fudan Microelectronics and other companies controlled by Fudan Microelectronics and other companies. The company's financial personnel are not part -time among Fudan Microelectronics and other companies controlled. The company's senior managers, financial personnel and Fudan micro -electricity do not have cross -term positions.

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