Jingfeng Mingyuan: Guangfa Securities Co., Ltd. on the Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. initial public offering of shares and listing on the board of the sponsor summary report.
DATE:  Apr 18 2023

Guangfa Securities Co., Ltd.

About Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd

Summary Report on Sponsorship of Initial Public Offering and Listing on the CRE Board

Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. (hereinafter referred to as "the Company" or "Jingfeng Mingyuan")

October 14, 2019 Initial Public Offering and Listing on the CRE Board. Guangfa Securities Co., Ltd.

(hereinafter referred to as "sponsor" or "Guangfa Securities") as the sponsor of Jingfeng Mingyuan's initial public offering and listing on the board, responsible for the continuous supervision of Jingfeng Mingyuan after its listing, and the continuous supervision period

December 31, 2022. Ongoing supervision of initial public offerings and listings on the CRE Board to date

The term has expired, and in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other relevant regulations and regulatory documents, the sponsor issued this recommendation summary report.

1. Sponsor and Sponsor Representative Commitment

(I) there are no false records, misleading statements or material omissions in the contents of the sponsor summary report and supporting documents and their related materials, the sponsor and the sponsor representative shall bear legal responsibility for their truthfulness, accuracy and completeness.

(II) the Sponsor and I voluntarily accept any inquiries and investigations conducted by the CSRC on matters related to the Sponsor Summary Report.

(III) the Sponsor and I voluntarily accept the regulatory measures taken by the CSRC in accordance with the relevant provisions of the Measures for the Administration of Securities Issuance and Listing Sponsorship Business.

The basic situation of the 2. sponsor.

Name of Sponsor: Guangfa Securities Co., Ltd.

Registered Address: 2, Tengfei 1st Street, Zhongxin Guangzhou Knowledge City, Huangpu District, Guangzhou City, Guangdong Province

Room 618

Main office address: Guangfa Securities Building, No.26, Machang Road, Tianhe District, Guangzhou City, Guangdong Province

Legal Representative: Lin Chuanhui

Sponsor representatives of this project: Meng Xiaoxiang, Yuan Haifeng

Contact number: 020-66338888

Listed Company Name: Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd.

Stock code: 688368

Registered Address: Lane 5005, Shenjiang Road, China (Shanghai) Pilot Free Trade Zone

Floor 9-12, No.3 Xingchuang Science and Technology Plaza

Legal Representative: Hu Liqiang

Board Secretary: Wang Xingchen

Securities Affairs Representative: Zhang Yimeng

Contact number: 021-50278297

Type of Securities Issuance: Initial Public Offering

This securities listing time: October 14, 2019

Place of listing of the securities: Shanghai Stock Exchange

Overview of 4. recommendation work

(I) due diligence recommendation phase

In accordance with laws, administrative regulations and the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the sponsor scrupulously abides by business norms and industry norms, is honest and trustworthy, diligent and responsible, conducts due diligence on the issuer and its major shareholders, organizes the preparation of application documents and issues recommendation documents; after submitting the recommendation documents, it actively cooperates with the audit of the Shanghai Stock Exchange and the registration of the China Securities Regulatory Commission, organize issuers and intermediary agencies to give feedback and reply to the opinions of Shanghai Stock Exchange and China Securities Regulatory Commission, and conduct professional communication with Shanghai Stock Exchange and China Securities Regulatory Commission; recommend relevant documents of stock listing to Shanghai Stock Exchange in accordance with the requirements of the listing rules of the exchange, and report to China Securities Regulatory Commission for the record, and finally successfully complete the recommendation of the company.

(II) continuous supervision stage

After the completion of Jingfeng Mingyuan's initial public offering, the sponsor has determined the content and focus of continuous supervision according to the specific situation of the company, and undertaken the following related work: supervising the standardized operation of listed companies, paying attention to the construction of the company's internal control system and the operation of internal control; Supervise listed companies to fulfill their information disclosure obligations and review relevant documents of information disclosure; supervise listed companies to use and deposit raised funds in compliance; continuously pay attention to the implementation of the commitments of the relevant shareholders of the issuer; supervise the issuer to effectively implement and improve the system to ensure the fairness and compliance of connected transactions; regularly conduct on-site inspections of listed companies, and timely submit to the Shanghai Stock Exchange relevant documents such as continuous supervision on-site inspection reports and continuous supervision regular follow-up reports.

During the period of continuous supervision, Jingfeng Mingyuan received an inquiry letter from the Shanghai Regulatory Bureau of the China Securities Regulatory Commission on Jingfeng Mingyuan's 2021 annual report. Within the scope of continuous supervision and responsibility, the sponsor has carried out verification work on matters such as the fluctuation of Jingfeng Mingyuan's performance in each quarter of 2021, the implementation of government subsidies and related information disclosure, the implementation of commercial discounts, changes in gross profit margin, and short-term borrowings, and has issued relevant verification opinions.

In March 2023, Jingfeng Mingyuan plans to acquire Nanjing Lingou Chuangxin Electronics Co., Ltd. for 249.7495 million yuan in cash.

The company (hereinafter referred to as "Lingou Chuangxin") 38.87% equity. Upon completion of the acquisition, Jingfeng Mingyuan held a 61.61 per cent stake in Lingou Chuangxin and included it in the scope of the consolidated financial statements. After the disclosure of the announcement, the listed company received a letter of inquiry from the Shanghai Stock Exchange on matters related to Jingfeng Mingyuan's use of its own funds to acquire part of the equity of the participating company. Within the scope of the statutory continuous supervision responsibility, the sponsor institution has carried out verification work on the valuation of the transaction, the transaction plan, the nature of the underlying assets, business synergy, the capital arrangement of the listed company, the integration risk, the actual controller signing the gambling agreement and other matters, and issued relevant verification opinions.

During the period of continuous supervision, Jingfeng Mingyuan carried out information disclosure activities in accordance with the relevant provisions of the securities regulatory authorities, and publicly released all kinds of periodic reports and interim reports in accordance with the law, and the disclosure of all material information was true, accurate, complete, timely and effective, and there were no false records, misleading statements or material omissions. During the period of continuous supervision, the sponsor paid attention to the signing of the gambling agreement by the actual controller of the listed company. After analyzing the relevant provisions of the agreement, it was concluded that the relevant transaction indicators did not meet the information disclosure standards of the listed company, and the relevant agreements involving the listed company and the actual controller of the listed company did not constitute the information that should be disclosed. During the period of continuous supervision, the company's independence and capital exchanges with controlling shareholders and other related parties, the use of raised funds, related transactions, external guarantees, major foreign investments, and operating conditions did not violate the Shanghai Stock Exchange's Science and Technology Innovation Board Stock Listing "Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Self-Discipline Supervision Guidelines No. 1-Standardized Operation" and other relevant regulatory documents.

Major events occurring during the performance of the 5.'s sponsorship duties and their handling

During the continuous supervision period, the Shanghai Regulatory Bureau of the China Securities Regulatory Commission conducted an on-site inspection of Jingfeng Mingyuan and found that the company had signed prepayment contracts with some suppliers. According to the contract, the prepayment can be used to offset the purchase amount each year in subsequent purchase transactions. There is a limit on the amount of money, resulting in the actual use of the prepayment for more than one year. At the same time, according to the contract, the recovery period of the capacity deposit paid is more than one year. However, the Company reported the above prepayments and margin as prepayments and other receivables in the current assets account, resulting in prepayments, other receivables and,

There are misstatements in accounts such as non-current assets, other non-current assets and accounts payable due within one year. and in

On December 14, 2022, issued the "on the Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. to issue a police."

The decision on the measures of issuing a warning letter (Shanghai Securities Regulatory Commission [2022] No. 290) and the decision on the measures of issuing a warning letter to Wang Xingchen (Shanghai Securities Regulatory Commission [2022] No. 291) (hereinafter referred to as the "warning letter"), and the supervision and management measures of issuing a warning letter to Jing Fengmingyuan and Wang Xingchen, then the person in charge of finance.

In view of the above matters, the company attaches great importance to it, earnestly draws lessons, and has corrected and retroactively adjusted the accounting errors found. The company also further strengthened the organization of the company's directors, supervisors, senior management personnel, and core technical personnel to learn relevant laws, regulations and regulatory documents; organize the company to improve internal control, establish and improve the financial accounting management system and information disclosure system and strictly implement it, and effectively safeguard all Shareholders interest.

The sponsor institution and the sponsor representative have urged the company and relevant personnel to actively rectify and reform in accordance with the requirements of the regulatory authorities, strengthen the study of the laws, regulations and normative documents of listed companies, strengthen internal management, continuously improve the quality of information disclosure of the company, promote the healthy, stable and sustainable development of the company, and better protect the rights and interests of investors.

Explanation and evaluation of the 6.'s cooperation with the sponsorship work of listed companies

(I) due diligence recommendation phase

The company can provide the sponsor, accountants and lawyers with the documents, materials and related information required for this issuance in a timely manner, and ensure the authenticity, accuracy and completeness of the documents, materials and information provided, and ensure that there are no false records, Misleading statements or major omissions; in accordance with the requirements of relevant laws and regulations, actively cooperate with the due diligence and verification work of this sponsor, it provides the necessary conditions and facilities for the recommendation of the sponsor's stock issuance and listing.

(II) continuous supervision stage

The company can standardize its operation in accordance with the requirements of relevant laws, regulations and rules, and disclose information and use the raised funds in accordance with relevant requirements. When important matters occur, the issuer shall promptly notify the sponsor and communicate with the sponsor. At the same time, it shall arrange the exchange of relevant directors, supervisors, senior managers, department heads or business backbones at the request of the sponsor, and be able to provide relevant documents at the request of the sponsor, which provides the necessary conditions and convenience for the continuous supervision of the sponsor.

Explanation and Evaluation of the 7. on the Participation of Securities Service Agencies in the Issuance and Listing of Securities

In the sponsorship stage, the securities service agencies hired by Jingfeng Mingyuan, including law firms and accounting firms, can issue professional opinions in accordance with relevant laws, regulations and normative documents, and can cooperate with the coordination and verification work of the sponsor, and maintain good communication and cooperation with the sponsor. During the continuous supervision phase, the securities service agencies hired by Jingfeng Mingyuan are able to provide relevant professional advice in a timely manner in accordance with the requirements of the Shanghai Stock Exchange.

As of December 31, 2022, Jingfeng Mingyuan was first public.There are still 153.3681 million yuan of funds raised by the development bank, and the sponsor will continue to perform the supervision and verification obligations on the management and use of the funds raised by Jingfeng Mingyuan's initial public offering.

Concluding Opinions of the 8. on the Review of Information Disclosure of Listed Companies

The sponsor representative of this sponsor institution has conducted a timely review of the information disclosure documents announced on the Shanghai Stock Exchange from the date of the initial public offering of shares of Jingfeng Mingyuan and the date of listing on the Science and Technology Innovation Board to the deadline of the continuous supervision period, and checked the content and format of the information disclosure documents and the relevant procedures performed.

Concluding Opinions of the 9. on the Review of the Use of Funds Raised by Listed Companies

The company has adopted a special account storage system for the raised funds. After inquiring about the relevant vouchers and bank statements for the storage and use of the company's special account for the raised funds, and reviewing the company's audit report, the special report on the storage and use of the annual raised funds, and the accountant's annual raised funds The verification report on the storage and actual use of the funds and the company's relevant management rules and regulations, this sponsor believes: the use of funds raised by the company's initial public offering has strictly implemented the special account storage system for raised funds, in line with the "China Securities Regulatory Commission's Guidelines for Listed Companies No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and "Shanghai Stock Exchange The provisions of laws, regulations and institutional documents such as the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board No. 1-Standardizing Operation, there is no disguised change in the use of the proceeds and harm to the interests of shareholders.

10. other matters required by the CSRC and the stock exchange

The company has no other matters that should be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business" and the relevant rules of the Shanghai Stock Exchange.

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(There is no text on this page, which is the signed and sealed page of the summary report of the recommendation of Guangfa Securities Co., Ltd. on the initial public offering and listing of Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. on the board of science and technology innovation board)

Sponsor Representative (Signature): ________________________________

Meng Xiaoxiang Yuan Haifeng

Legal representative of the sponsor (signature):________________

Lin Chuanhui

Guangfa Securities Co., Ltd.

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