Core Viewpoint - The article summarizes key points from the "Shanghai Stock Exchange Listing Review Dynamics" published since the implementation of the comprehensive registration system, focusing on various regulatory requirements and best practices for companies and intermediaries in the context of IPOs and refinancing. Group 1: Waste Management and Sales Verification - Companies must establish robust internal controls for waste management, including processes for classification, storage, and sales of waste materials [3][4][5] - Intermediaries should verify the accuracy of waste sales accounting, ensuring that sales pricing is fair and consistent with market standards [4][5] - The cost accounting for waste should align with industry practices and maintain consistency throughout reporting periods [5] Group 2: Special Issuance of Securities - When issuing securities to specific targets, companies must ensure that the board resolution complies with regulatory requirements, particularly regarding pricing mechanisms and the involvement of predetermined targets in bidding processes [6][7] - Independent financial advisors and legal representatives must conduct thorough checks on the issuance process to ensure compliance [7] Group 3: Independent Financial Advisors in Mergers and Acquisitions - Independent financial advisors should enhance their professional capabilities to facilitate mergers and acquisitions, focusing on understanding the industry and transaction parties [8] - Advisors must conduct comprehensive due diligence and maintain robust internal controls to ensure the quality of the restructuring process [9] Group 4: Post-Audit Changes in Business Environment - Intermediaries must monitor and verify any significant changes in the business environment after the audit cutoff date, including regulatory changes and market conditions [10][11] - Companies are required to disclose these changes in their prospectus, highlighting potential impacts on future performance [11] Group 5: Convertible Bond Issuance - Companies must ensure that the cumulative bond balance does not exceed 50% of the latest net assets after issuing convertible bonds [12][13] - The disclosure and verification requirements for convertible bond projects include ensuring that the issuance scale is reasonable and compliant with regulations [12][13] Group 6: Internal Control Audits for Listing Applicants - Companies must provide an internal control audit report from a certified public accountant when submitting listing applications or updating financial data [14][15] - Auditors should adhere to relevant guidelines to assess the effectiveness of internal controls and address any significant deficiencies [15] Group 7: R&D Personnel Recognition - Non-full-time R&D personnel should be evaluated based on their actual R&D hours to determine their classification as R&D staff [16][17][18] - Companies must establish internal controls for managing and tracking R&D personnel to ensure compliance with industry standards [18] Group 8: Technology Transfer from Industry-Academia Cooperation - Companies must clarify the ownership and rights associated with technology developed through industry-academia cooperation [19][20] - The degree of reliance on such cooperation should be assessed to ensure that companies possess adequate independent R&D capabilities [19][20] Group 9: Regulatory Compliance for Intermediaries - Intermediaries involved in refinancing projects must be scrutinized for any recent regulatory penalties, which could affect their eligibility for simplified procedures [21][22][23] - Continuous monitoring and reporting of any new developments that may impact compliance are essential [24] Group 10: Equity Incentives and Share-Based Payments - Companies must ensure that the terms of equity incentives are clearly defined and approved to establish the grant date for share-based payments [25][26] Group 11: Pre-Communication in M&A Projects - Companies and advisors should prepare comprehensive consultation materials before submitting M&A projects to enhance communication efficiency [28][29] - Strict management of insider information is crucial during the restructuring process to prevent insider trading [29] Group 12: Fund Utilization in Refinancing - Companies must provide detailed disclosures regarding the specific use of funds raised through refinancing, including the breakdown of capital and non-capital expenditures [30][31][32] Group 13: Major Events Affecting Key Personnel - Companies must report any significant events involving key personnel that could impact listing conditions, ensuring timely communication with regulatory bodies [33] Group 14: Application for Audit System Access - Securities service institutions must follow specific procedures to apply for access to the audit system, ensuring compliance with regulatory requirements [34][35] Group 15: Previous Fund Utilization and Overfunding - Companies must include overfunded amounts in the calculation of previous fundraising utilization to ensure compliance with regulatory standards [36][37] Group 16: Small-Scale Fast-Track Review Mechanism - The small-scale fast-track review mechanism for asset acquisitions has specific criteria and procedural differences compared to conventional reviews [38][39] Group 17: Business Consultation Communication - Companies and intermediaries should utilize established communication channels effectively to address complex issues before submission [40][41]

Core Viewpoint - Nairui Radar is advancing its acquisition of Tianjin Sigma Microelectronics, planning to pay a total of 370 million yuan, with a significant premium of 421.4% over the assessed value of the target company [1][5][6]. Financial Position - As of the end of 2024, Nairui Radar has a total of 16.24 billion yuan in broad monetary funds, with a negligible debt level, resulting in an asset-liability ratio of only 8.62% [3][4]. - The company raised 1.8 billion yuan in its IPO in 2023, with an excess of 686 million yuan, and has 11.39 billion yuan in idle funds for financial management [2][4]. Acquisition Details - The acquisition of Tianjin Sigma will be executed through a combination of share issuance and cash payment, with each component valued at 185 million yuan [2]. - The target company, Tianjin Sigma, specializes in the research, design, and sales of integrated circuits, including optical sensors and MCU chips [2][5]. Performance Metrics - Tianjin Sigma's net profit for 2024 was only 10.35 million yuan, significantly below the performance commitments made to Nairui Radar, which require a minimum of 22 million yuan in 2025 [7][12]. - The company reported a revenue of 1.02 billion yuan in 2023 and 1.23 billion yuan in 2024, with a growth rate of 20.6% in 2024 [12]. Compliance with Sci-Tech Board Requirements - Nairui Radar's acquisition must meet the Sci-Tech Board's requirements, which include having a certain number of patents and revenue growth metrics [8][11]. - Tianjin Sigma has only 6 patents, falling short of the requirement for 7, and its revenue does not meet the threshold of 300 million yuan [11][14]. Strategic Rationale - The acquisition aims to enhance Nairui Radar's technological capabilities in radar systems by integrating Tianjin Sigma's chip technology, potentially improving competitive advantage in the market [6][14].

Core Viewpoint - Shenwan Hongyuan has faced significant challenges in its IPO underwriting business, leading to a drastic decline in its performance and reputation due to regulatory issues and high project withdrawal rates [2][11][15]. Group 1: IPO Performance and Regulatory Issues - Shenwan Hongyuan's IPO underwriting income dropped by 97% in 2024 compared to 2023, with only one successful IPO project remaining [2][10]. - The company received seven penalties in 2024, a stark contrast to zero penalties in 2023, indicating a deterioration in compliance and operational standards [2][11]. - The IPO withdrawal rate reached 90% in 2024, significantly higher than the 33.3% rate in 2023, raising concerns about the firm's ability to maintain its A-class rating in the upcoming evaluations [11][15]. Group 2: Specific Cases of Regulatory Failures - Shenwan Hongyuan was criticized for its role in the IPO application of Guohong Tools, which was found to have falsified information regarding its R&D personnel and expenditures [3][4]. - The company failed to adequately verify the qualifications of R&D personnel, leading to a misrepresentation of the company's compliance with the Sci-Tech Innovation Board's requirements [4][5]. - Regulatory bodies have issued warnings and penalties against Shenwan Hongyuan for its inadequate due diligence and oversight in various projects, including the handling of the Hainuoer and Guohong Tools IPOs [16][17]. Group 3: Future Outlook - With only three IPO projects in total, including one from the Beijing Stock Exchange, Shenwan Hongyuan's competitive position in the IPO market is under scrutiny [9][10]. - The company's ability to recover its A-class rating in the 2025 evaluation is uncertain, given the current trajectory of its IPO performance and regulatory challenges [11][18].

答：《监管规则适用指引——发行类第9号：研发人员及研发投入》明确，对于既从事研发活动又从事非研发活动的非全时研发人员，当期研发工时占比低 于50%的，原则上不应认定为研发人员。审核实践发现，部分发行人存在人员内部调岗、员工实际从事活动与工作关系所属部门不一致、将实习期等纳入 工时统计等情形。对于上述情形，在进行研发人员认定时应重点把握以下方面： 文/梧桐小新 2023年2月上交所实施全面注册制后，将原分期发布的《科创板发行上市审核动态》变更为《上交所发行上市审核动态》。2023年至今，《上交所发行上市审核 动态》已发布13期，本文将这13期中42个"问题解答"汇总，供读者们分享、收藏。 | 期数 | 间题解答 | | --- | --- | | 2025年第1期 | 1、 研发人员认定注意事项 | | | 涉产学研合作技术成果的核查要求 2、 | | | 3、再融资项目中介机构违法违规的核查要求 | | | 4、股份支付授予日的认定 | | 2024年第6期 | 1、并购重组项目预沟通的注意事项 | | | 2、再融资募集资金投向的披露和说明注意事项 | | | 3、主板板块定位条件中行业代表性的关注要点 | ...

f 创板公司具有研发投入大、经营风险高、业绩不稳定、退市风险高等特点， 投资者面临较大的市场风险。投资者应充分了解科创板市场的投资风险及本 公司所披露的风险因素，审慎作出投资决定。 序。本招股说明书不具有据以发行股票的法律效力，仅供预先披露之用。投 资者应当以正式公告的招股说明书全文作为作出投资决定的依据。 联席保荐机构（主承销商） 华虹半导体有限公司 HUA HONG SEMICONDUCTOR LIMITED （香港中环夏悫道 12 号美国银行中心 2212 室） 首次公开发行人民币普通股（A 股）股票 并在科创板上市招股说明书 （注册稿） 声 明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对发行 人注册申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其 对发行人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任 何与之相反的声明均属虚假不实陈述。 中国（上海）自由贸易试验区商城路 618 号 上海市广东路 689 号 本公司的发行上市申请尚需经上海证券交易所和中国证监会履行相应程 本次股票发行后拟在科创板市场上市，该市场具有较高的投资风险。科 华虹半导体有限公 ...