Everbright Securities Co., Ltd

Suzhou NOVOSENSE Microelectronics Co., Ltd. 2024 annual on-site inspection report

In accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, Everbright Securities Co., Ltd. (hereinafter referred to as "Everbright Securities" or the "Sponsor") as a subsidiary of Suzhou NOVOSENSE Microelectronics Co., Ltd. (hereinafter referred to as "NOVOSENSE", "Listed Company", "Company") In September 2024, the continuous supervision and sponsor of the initial public offering of shares and listing on the Science and Technology Innovation Board conducted an on-site inspection of the standardized operation of NOVOSENSE in 2024, and the relevant situation of the on-site inspection is reported as follows:

1. The basic situation of this on-site inspection

Everbright Securities has formulated a 2024 on-site inspection work plan based on the actual situation of NOVOSENSE. In order to smoothly implement the on-site work, improve the on-site work efficiency, and earnestly perform the continuous supervision work, Everbright Securities requires the company to prepare the relevant documents and materials required for the on-site inspection work in advance. In September 2024, in accordance with the pre-formulated on-site inspection work plan, Everbright Securities took measures related to the company's directors, supervisors, senior management and related to

Personnel communicate and inquire, check the materials of the previous meetings of the three sessions held from January 1, 2024 to the present, and check

The on-site inspection was carried out on matters including corporate governance and internal control, the operation of the three committees, information disclosure, independence, capital transactions with controlling shareholders, actual controllers and other related parties, the use of raised funds, related party transactions, external guarantees, major foreign investments and business conditions, etc., in the form of the company's production and business premises.

2. Opinions on on-site inspection items item by item

(1) Corporate governance and internal control, and the operation of the three committees

The sponsor reviewed the board of directors, board of supervisors and shareholders' meeting of NOVOSENSE since January 1, 2024

Meeting materials, rules and regulations, focusing on whether the methods and procedures of the above-mentioned meetings are legal and compliant.

After verification, the sponsor believes that: as of the date of this on-site inspection, the company has established a relatively complete corporate governance and internal control system, the relevant systems have been effectively implemented, and the corporate governance mechanism can play an effective role; The directors, supervisors and senior management of the company can comply with the relevant rules of procedure and the Company Law

Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Stock Exchange.

(2) Information disclosure

The sponsor reviewed NOVOSENSE's information disclosure system and the announcements and related materials disclosed in 2024, and checked whether it complied with the information disclosure system and whether the disclosure content was true, accurate and complete.

On June 24, 2024 and August 1, 2024, the Shanghai Stock Exchange and the Jiangsu Securities Regulatory Bureau respectively announced

The company's 2023 annual performance forecast and performance express report disclosed the company and related personnel were verbally warned, and the "Jiangsu Securities Regulatory Bureau on Suzhou NOVOSENSE Microelectronics Co., Ltd. Regulatory Concern Letter" (Su Zheng Jian Han [2024] No. 722) was issued. The aforesaid verbal warning and regulatory concern letter have not had a material adverse impact on the company, and the sponsor has urged the company to continue to standardize its operation and disclose information in accordance with the relevant provisions of the Company Law, the Securities Law and other relevant provisions in accordance with the matters involved in the verbal warning and regulatory concern letter.

After verification, the sponsor believes that from January 1, 2024 to the date of this on-site inspection, the company will be strict

In accordance with the relevant regulations of the securities regulatory authorities, information disclosure activities are carried out, and various periodic reports and interim reports are publicly released in accordance with the law, and there are no false records, misleading statements and major omissions in information disclosure. The disclosed announcement is consistent with the actual situation, the disclosure content is complete, there are no matters that should be disclosed but not disclosed, the transmission of material information, the disclosure process, the confidentiality situation, etc. comply with the relevant provisions of the company's information disclosure management system, and the information disclosure file is complete.

(3) Independence and capital transactions with controlling shareholders, actual controllers and other related parties

The sponsor checked the company's controlling shareholders, actual controllers and other related parties to the listed company's capital transactions

After reviewing the company's new related party transaction information and information disclosure documents since January 1, 2024,

The actual operation of the company was inspected.

After verification, the sponsor believes that NOVOSENSE does not have related parties illegally occupying the company's funds, the company's assets are complete, and the personnel, institutions, business and finance remain independent.

(4) The use of raised funds

The sponsor checked the company's "Management System for Raised Funds", and checked the account opening and bank statements of the raised funds account, randomly checked the original vouchers related to the use of raised funds, the relevant internal approval materials related to the use of raised funds, and checked the company's information disclosure materials related to the raised funds, and visited the company's on-site information

Find out how the funds raised are being implemented.

After verification, the sponsor believes that:

On July 10, 2024, the company was deliberated and approved by the general meeting of shareholders on the use of part of the over-raised funds permanently

Proposal to supplement liquidity", but in the actual implementation process, there is a situation of using the special settlement account for the wealth management products of the raised funds to permanently replenish the liquidity, but the above-mentioned supplementary liquidity is carried out within the time limit and amount of the company's review and announcement, and has not adversely affected the company's daily capital turnover and the development of the company's main business, has not adversely affected the implementation of the investment project of the raised funds, and has not changed or disguised the use of the raised funds, and has not harmed the interests of the company and all shareholders.

In addition to the foregoing, the deposit and use of the company's raised funds this year are in accordance with the provisions of laws, regulations and institutional documents such as the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and the "Management System for Raised Funds of Suzhou NOVOSENSE Technology Co., Ltd.", the company has established and strictly implemented the special account storage system for raised funds, has signed a tripartite supervision agreement with the sponsor institution and the bank depositing the raised funds, carried out special account storage and special use of the raised funds, and fulfilled the relevant information disclosure obligations in a timely manner. The specific actual use of the raised funds is consistent with the company's disclosure, and there is no disguised change in the use of the raised funds and damage to the interests of shareholders, there is no illegal use of the raised funds, there is no occupation by the controlling shareholder and the actual controller, and there is no unauthorized change in the use of the raised funds without performing the review procedures.

(5) Related party transactions, external guarantees, and major foreign investments

The sponsor reviewed the relevant systems of the company, the relevant resolutions of the board of directors, the board of supervisors and the general meeting of shareholders and the relevant information disclosure documents, consulted the company's related party transaction agreements and fund subscription related agreements, communicated with relevant personnel, and learned about the company's related party transactions, external guarantees, major foreign investments, etc.

On June 24, 2024, the company disclosed the "Proposed Acquisition of Shanghai McGoon Microelectronics in Cash

Part of the shares of Co., Ltd. and Shanghai Lairui Enterprise Management Partnership (Limited Partnership) and Shanghai Liuzi Enterprise

Announcement on the share of part of the property of the business management partnership (limited partnership). July 2, 2024, Jiangsu Certificate

The regulatory bureau issued the "Jiangsu Securities Regulatory Bureau's Regulatory Concern Letter on Suzhou NOVOSENSE Microelectronics Co., Ltd." (Su Zheng Jian Han [2024] No. 606) on the company's above-mentioned related matters, and the sponsor earnestly performed its continuous supervision duties, supervised the company to continue to standardize operations and information disclosure, and cooperated with the company, independent directors and financial advisers for the acquisition to communicate on the acquisition and express opinions on the matters involved in the letter of concern.

After verification, the sponsor believes that NOVOSENSE has formulated a sound internal control system for related party transactions, external guarantees and foreign investment. As of the date of this on-site inspection, there are no violations of laws and regulations and damage to the interests of small and medium-sized shareholders in related party transactions and foreign investments.

(6) Business conditions

The sponsor reviewed the company's first quarter report for 2024, semi-annual report and related financial information, regular reports and industry research reports of listed companies in the same industry, communicated with the company's senior management and other relevant personnel, and learned about the company's business environment and operating performance.

After verification, the sponsor believes that as of the date of this on-site inspection, there have been no major adverse changes in the main business and core competitiveness of NOVOSENSE, and the production and operation activities are normal. In the first half of 2024, thanks to the steady growth of demand in the downstream automotive electronics field, the company's related products in the automotive electronics field continued to be shipped in large quantities, the progress of new product introduction accelerated, and the prosperity of the consumer electronics field continued to improve, and the company's operating income increased year-on-year; On the other hand, affected by the overall macro economy and intensified market competition, the company's product prices are under pressure, gross profit margin has declined, while sales expenses and management expenses have increased, and the company's net profit has decreased year-on-year, but the market prospects of the company's main business have not changed significantly, and the operating performance has declined, which is reasonable.

(7) Other matters that shall be subject to on-site inspections

Not.

3. Matters and suggestions for the attention of listed companies

1. It is recommended that the company continue to strictly follow the requirements of laws and regulations such as the Company Law, the Securities Law, and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, continuously improve the governance structure of listed companies, and continue to do a good job in information disclosure;

2. The company is requested to strictly follow the relevant regulations on the management and use of raised funds, continuously and reasonably arrange the use of raised funds, and promote the construction and implementation of fund-raising projects in an orderly manner;

3. Improve the level of information disclosure, ensure the authenticity, accuracy, completeness and timeliness of the disclosed information, and perform their duties faithfully and diligently by the company and its directors, supervisors and senior managers, continuously strengthen the study of the rules and regulations such as the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", and do a good job in the disclosure of relevant information.

4. Whether there are any matters that should be reported to the China Securities Regulatory Commission and the exchange in the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing and the provisions of the exchange

This on-site inspection did not find that NOVOSENSE had any matters that should be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing and the relevant regulations of the Shanghai Stock Exchange.

5. Cooperation of listed companies and other intermediaries

During this on-site inspection, NOVOSENSE was able to provide corporate governance documents such as the articles of association, information disclosure documents, resolutions and records of the three meetings, financial statements, bank statements and other relevant documents, providing necessary support for the on-site inspection.

The on-site inspection was conducted independently by the sponsor and no other intermediaries were arranged to cooperate.

6. The conclusion of this on-site inspection

After this on-site inspection, the sponsor believes that during the continuous supervision period, NOVOSENSE has used the special settlement account for the wealth management products of the raised funds to permanently replenish the working capital, but the aforesaid supplementary liquidity is carried out within the time limit and quota reviewed and announced by the company, and has not adversely affected the company's daily capital turnover and the development of the company's main business, has not adversely affected the implementation of the investment project of the raised funds, and has not changed or disguised the use of the raised funds, and has not damaged the interests of the company and all shareholders. In addition, the Company received an oral warning from the Shanghai Stock Exchange and a regulatory concern letter from the Jiangsu Securities Regulatory Bureau due to the disclosure of the performance forecast and performance express report, and the aforesaid verbal warning and regulatory concern letter did not have a material adverse impact on the Company. In addition to the foregoing, the Company complies with the relevant requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange in important aspects such as corporate governance and internal control, information disclosure, independence, capital transactions with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, external guarantees, and major foreign investments.