Shanghai Stock Exchange STAR Market (Ke Chuang Ban) · Filed 2020-01-01 · Full English Translation
Cambricon Technologies is a Beijing-based artificial intelligence chip designer focused on intelligent processors for cloud, edge, and terminal applications, including its Siyuan series AI accelerator cards and licensed processor IP.
Financially, the company is pre-profit and burning cash. Revenue grew sharply from $1.1M in 2017 to $16.1M in 2018 (up 1,392%) and $61.3M in 2019 (up 279%), driven largely by AI processor IP licensing to Huawei HiSilicon and a large AI computing cluster project. Net losses attributable to shareholders reached $162.8M in 2019, heavily inflated by $130.2M in share-based compensation. The underlying operating loss excluding non-recurring items was $52.0M. Gross margins are not disclosed.
Cambricon is raising up to 10% of post-IPO shares (approximately 40.1 million shares) on the Shanghai Stock Exchange STAR Market, sponsored by CITIC Securities. Proceeds will fund next-generation AI chip R&D, software ecosystem development, and working capital. Notable pre-IPO investors include CITIC and CICC affiliated funds.
The three biggest risks are: first, near-total historical dependence on Huawei HiSilicon for IP licensing revenue, which is already declining as Huawei builds its own chips; second, extreme customer concentration with 81% of cloud chip revenue coming from related party Sugon; and third, intense competition from NVIDIA, whose mature CUDA software ecosystem gives it a substantial and durable advantage over Cambricon's still-developing Neuware platform.
| Period | Revenue | Net Profit | Gross Margin |
|---|---|---|---|
| 2017 | $1M | $-53M | N/A |
| 2018 | $16M | $-6M | N/A |
| 2019 | $61M | $-163M | N/A |
| Date | Total Assets | Total Liabilities | Equity |
|---|---|---|---|
| 2019-12-31 | N/A | N/A | N/A |
| Project | Amount (USD) | Focus |
|---|---|---|
| Next-Generation Cloud-End Training Chip and System Project | $9.7B | R&D of next-generation AI cloud-end training chips and systems, with a construction period of 3 years |
| Next-Generation Cloud-End Inference Chip and System Project | $8.3B | R&D of next-generation AI cloud-end inference chips and systems, with a construction period of 3 years |
| Next-Generation Edge-End AI Chip and System Project | $8.3B | R&D of next-generation edge-end AI chips and systems, with a construction period of 3 years |
| Supplementary Working Capital | $12.4B | Supplement general working capital to support ongoing business operations and R&D activities |
Following the listing of shares on the STAR Market, this market carries relatively high investment risk. Companies listed on the STAR Market are characterized by large R&D expenditures, high operating risks, unstable performance, and high delisting risks. Investors face significant market risk. Investors should fully understand the investment risks of the STAR Market and the risk factors disclosed by the Company, and make investment decisions prudently.
Cambricon Technologies Corporation Limited 中科寒武纪科技股份有限公司 (Room 1601, 16th Floor, Tower D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing)
The Company's issuance application is still subject to the relevant procedures of the Shanghai Stock Exchange and the China Securities Regulatory Commission. This prospectus does not have legal effect for the purposes of issuing shares and is for preliminary disclosure purposes only. Investors should refer to the formally announced prospectus as the basis for investment decisions.
(North Tower, Excellence Times Plaza (Phase II), No. 8 Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province)
27th and 28th Floors, Tower 2, China World Trade Center, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing
Units A02, 35th Floor and 28th Floor, Allied Building, No. 4018 Jintian Road, Futian District, Shenzhen
Any decision or opinion made by the China Securities Regulatory Commission and the Exchange with respect to this offering does not constitute a guarantee of the authenticity, accuracy, or completeness of the registration application documents and the information disclosed therein, nor does it constitute a substantive judgment or guarantee regarding the issuer's profitability, investment value, or returns to investors. Any statement to the contrary is a false and misleading representation.
Pursuant to the Securities Law, after shares are lawfully issued, changes in the issuer's operations and earnings are the sole responsibility of the issuer. Investors independently assess the investment value of the issuer, independently make investment decisions, and independently bear the investment risks arising from changes in the issuer's operations and earnings or fluctuations in share price following the lawful issuance of shares.
The issuer and all directors, supervisors, and senior management undertake that the prospectus and other information disclosure materials contain no false records, misleading statements, or material omissions, and accept individual and joint legal liability for the authenticity, accuracy, and completeness thereof.
The issuer's controlling shareholder and actual controller undertake that this prospectus contains no false records, misleading statements, or material omissions, and accept individual and joint legal liability for the authenticity, accuracy, and completeness thereof.
The person in charge of the Company, the person responsible for accounting work, and the head of the accounting institution guarantee that the financial and accounting information contained in the prospectus is true and complete.
The issuer and all directors, supervisors, and senior management, the issuer's controlling shareholder and actual controller, as well as the sponsor and underwriting securities companies, undertake that they will compensate investors for losses suffered in securities issuance and trading in accordance with the law, in the event that the issuer's prospectus or other information disclosure materials contain false records, misleading statements, or material omissions.
The sponsor and securities service institutions undertake that they will compensate investors for losses in accordance with the law in the event that the documents prepared and issued for the issuer's public offering contain false records, misleading statements, or material omissions.
| Item | Details | |---|---| | Type of shares to be issued | RMB-denominated ordinary shares (A shares) | | Number of shares to be issued | No more than 40,100,000 shares (inclusive of 40,100,000 shares, and not less than 10% of the Company's total share capital after this offering, subject to the number approved upon registration by the China Securities Regulatory Commission) | | Proportion of total post-offering share capital | Not less than 10% | | Par value per share | RMB 1.00 | | Issue price per share | 【】RMB per share | | Expected issuance date | 【】Year 【】Month 【】Day | | Intended exchange and board | Shanghai Stock Exchange STAR Market | | Total post-offering share capital | No more than 400,100,000 shares | | Sponsor (Lead Underwriter) | CITIC Securities Co., Ltd. (中信证券股份有限公司) | | Joint Lead Underwriters | China International Capital Corporation Limited (中国国际金融股份有限公司) Guotai Junan Securities Co., Ltd. (国泰君安证券股份有限公司) Anxin Securities Co., Ltd. (安信证券股份有限公司) | | Date of prospectus signing | 【】Year 【】Month 【】Day |
The Company specifically requests investors to pay attention to the following material matters and risks, and to carefully read the full text of the "Risk Factors" section.
The Company reminds investors to carefully read the "Risk Factors" section of this prospectus, and to pay particular attention to the following matters:
1. Risk that the Company's short operating history, evolving business structure and business model create uncertainty regarding continued operations and future development prospects
Since its establishment in March 2016, the Company has been focused on the development of various types of artificial intelligence chip products and has been in a period of rapid development. During the reporting period, the Company's business scale grew rapidly, with operating revenue increasing from RMB 7,843,300 (万元: 784.33 万元) in 2017 to RMB 443,938,500 (万元: 44,393.85 万元) in 2019. At the same time, during the reporting period, the Company's business structure underwent significant changes: in 2017 and 2018, the vast majority of the Company's principal business revenue came from the edge-device intelligent processor IP business, whereas in 2019, the vast majority of the Company's principal business revenue came from the cloud intelligent chip and accelerator card business and the intelligent computing cluster system business. On one hand, the Company has a relatively short operating history, and its business structure and business model are still evolving; on the other hand, artificial intelligence chip technology is still in its early stages of development, and the Company will continue to introduce new products and operate new businesses related to artificial intelligence chips in the future. Therefore, the Company's product structure, customer structure, business structure, and business model may still undergo significant changes in the future. There is a degree of uncertainty in the Company's current products, business structure, and business model. If the Company is unable to develop core products, business layout, and a business model with strong competitiveness in the future, the Company will face the risk of being unable to sustain operations and of significant uncertainty regarding its future development prospects.
2. Risk of uncertainty regarding continued operations and future development prospects resulting from the Company's operating performance
During the reporting period, the edge-device intelligent processor IP, cloud intelligent chips and accelerator cards, and intelligent computing cluster systems were the Company's main sources of revenue. It is expected that edge intelligent chips and accelerator card products will be able to achieve large-scale sales in 2020. However, sustained substantial R&D investment has placed the Company in a state of continued losses. The Company expects that operating revenue for the first half of 2020 will decline slightly compared to the same period of the prior year, primarily due to a significant year-on-year decline in revenue from the edge-device intelligent processor IP licensing business obtained from HiSilicon (华为海思), as well as the impact of the COVID-19 pandemic. For the full year 2020, the Company expects that operating revenue will maintain a year-on-year growth trend; however, the Company's business expansion and revenue growth are subject to the influence of multiple factors including industry policies, the international political and economic environment, the domestic macroeconomic situation, the Company's market development efforts, market competition, the pace of new product launches, the comparative advantages of new products, and the execution of orders on hand.
Therefore, if the above factors develop unfavorably, the Company may face a further expansion of accumulated unrecovered losses, which would have an adverse impact on the Company's business expansion, revenue growth, and prospects for continued operations and future development.
During the reporting period, the Company's IP licensing revenue was primarily derived from two edge-device intelligent processor IP products: Cambricon-1A and Cambricon-1H. From 2017 to 2019, the Company's edge-device intelligent processor IP licensing business revenue was RMB 7,712,700 (771.27 万元), RMB 116,662,100 (11,666.21 万元), and RMB 68,771,200 (6,877.12 万元), respectively, accounting for 98.95%, 99.69%, and 15.49% of principal business revenue, respectively. Of this, the sales amounts from the Company's edge-device intelligent processor IP licensing business to HiSilicon were RMB 7,712,700 (771.27 万元), RMB 114,256,400 (11,425.64 万元), and RMB 63,658,000 (6,365.80 万元), respectively, representing 100.00%, 97.94%, and 92.56% of edge-device intelligent processor IP licensing business revenue. The 2019 edge-device intelligent processor IP licensing business revenue declined by 41.23% compared to 2018, primarily because HiSilicon chose to independently develop its own edge-device intelligent chips and did not continue its cooperation with the Company. As the Company and HiSilicon have not entered into any new cooperation agreement, the Company will find it difficult in the short term to develop major customers of comparable business scale; therefore, the Company's edge-device intelligent processor IP licensing business revenue will continue to decline in 2020.
Since 2018, HiSilicon has chosen to independently develop artificial intelligence chips and has launched multiple products. HiSilicon will be in direct competition with the Company in the edge-device, cloud, and edge-end artificial intelligence chip product sectors in the future. As HiSilicon and its parent company are well-known national technology conglomerates, their choice to independently develop artificial intelligence chip products has caused a significant decline in the Company's IP licensing business revenue, while also intensifying market competition. The continued growth of the Company's IP licensing business in the future depends on whether it can successfully expand its customer base and maintain cooperation with existing customers, and also on whether the Company's existing and future processor IPs can meet customer requirements in terms of performance and application. If these conditions cannot be met, the Company's IP licensing business faces the risk of being unable to sustain development.
2. Risk of relatively limited market demand for intelligent processor IPs and potential intensification of market competition
On one hand, due to the significant investment required in R&D funds and talent, there are relatively few domestic manufacturers developing mid-to-high-end edge-device intelligent chips, of which only a small number have achieved large-scale external shipments. During the reporting period, aside from HiSilicon, the sales scale of the Company's other IP licensing business customers was relatively small. As HiSilicon has chosen to independently develop edge-device intelligent chips, the current number and value of orders on hand for the Company's IP licensing business are small. As the vast majority of products from well-known domestic smartphone manufacturers currently use mature mobile chip products and solutions, and have not yet deployed their independently developed SoC chips on a large scale, such manufacturers do not have short-term demand for large-scale purchases of the Company's processor IP products. Due to the limitations imposed by the development of downstream intelligent terminal products themselves,
most SoC chip manufacturers have not yet had large-scale demand for processor IP cores with a computing power of around 8 TOPS. Therefore, at the present stage, the market demand for the Company's intelligent processor IPs is relatively limited.
On the other hand, as artificial intelligence applications develop and the demand for artificial intelligence computing power continues to increase, integrated circuit giants such as NVIDIA, Intel, Qualcomm, MediaTek, and HiSilicon have all invested substantial resources into the R&D or acquisition of intelligent chips. The entry of ARM and other integrated circuit industry IP giants has further intensified competition in the edge-device intelligent processor IP market, further compressing the potential market space for the IP licensing business, and the Company faces significant competitive pressure.
If market demand for intelligent processor IPs fails to grow significantly in the future, or if market competition intensifies further, the Company's IP licensing business faces the risk of being unable to sustain development.
(III) Risk of Related-Party Transactions and Customer Development in the Cloud Intelligent Chip and Accelerator Card Business
1. Risk of a relatively high proportion of sales to related party Sugon (中科曙光) in the cloud intelligent chip and accelerator card business and the risk of continuity of future transactions
In 2019, the Company's cloud intelligent chip and accelerator card sales revenue was RMB 78,882,400 (7,888.24 万元), of which sales of accelerator cards to related party Sugon (中科曙光) amounted to RMB 63,844,300 (6,384.43 万元), representing a related-party sales proportion of 80.94%, which is relatively high. The procurement amount from related party Sugon has a significant impact on the Company's cloud intelligent chip and accelerator card business sales. If Sugon does not continue to purchase the Company's cloud intelligent chip and accelerator card products in large quantities in the future, and the Company fails to promptly expand non-related-party customers for such products, the Company's cloud intelligent chip and accelerator card business will face the risk of a relatively high proportion of related-party transactions and a potentially significant decline in sales revenue.
2. Risk of customer development challenges and revenue decline and other business continuity risks that may arise from the relatively small procurement amounts from other major server manufacturers aside from Sugon (中科曙光)
Apart from related party Sugon, in 2019 the procurement amounts from the Company's other cloud intelligent chip and accelerator card customers were relatively small in terms of both quantity and value. In 2019, the Company's principal non-related-party customers for the cloud intelligent chip and accelerator card business included Jiangsu Henghuitian Intelligent Technology Co., Ltd. (江苏恒瑞通智能科技有限公司), Inspur Electronic Information Industry Co., Ltd. (浪潮电子信息产业股份有限公司), and Beijing Kingsoft Cloud Network Technology Co., Ltd. (北京金山云网络技术有限公司), with a combined sales amount of RMB 15,038,100 (1,503.81 万元), representing a sales proportion of 19.06%. The Company is currently making intensive efforts to expand its cloud intelligent chip and accelerator card customer base; however, before purchasing cloud intelligent chip and accelerator card products, customers are required to conduct extended periods of certification, testing, adaptation, and porting to verify actual performance and operational stability. Consequently, expanding new customers requires a certain amount of time and upfront technical service investment, and the Company faces the risk of customer expansion falling short of expectations. Meanwhile, from a market space perspective, NVIDIA's V100 currently holds an absolutely dominant position in the market, and the Company's Siyuan 290 (思元290) product is expected to generate large-scale revenue in 2021. From a market competition perspective,
NVIDIA released the A100 — the next-generation successor to the V100 — on May 14, 2020. The A100's various specifications represent a significant improvement over the V100, putting it in direct competition with the Company's Siyuan 290 (思元290) product. The A100 and Siyuan 290 overlap in terms of customer adoption timelines, and the customer adoption of Siyuan 290 may be affected. If the Company is unable to expand customers with significant demand for its cloud intelligent chip and accelerator card products in the future, the Company will face the risk of a decline in cloud intelligent chip and accelerator card business revenue.
3. Risk that the market promotion and customer development of Siyuan 290 (思元290) may fall short of expectations
The main competing products for Siyuan 290 in the market include NVIDIA's A100 and V100 GPUs, as well as HiSilicon's Ascend 910 intelligent chip. In terms of customer adoption, NVIDIA's V100 and A100 and HiSilicon's Ascend 910 may begin customer adoption earlier. In terms of sales networks, the Company has been established for a relatively short period of time, its sales network has not yet been fully developed, its sales team still needs to be strengthened, and the scale of business coverage and the scope of customer coverage need to be further expanded; whereas NVIDIA and HiSilicon both possess relatively mature and well-established sales networks. In terms of software ecosystem, NVIDIA has developed a relatively complete software ecosystem through years of accumulated experience and product promotion, users have a high level of acceptance of its products, and a degree of user habits has been formed; the degree of ecosystem completeness of the Company's basic system software platform, Cambricon Neuware, still lags behind NVIDIA's to a certain extent. The Company's Siyuan 290 faces the risk that future market promotion and customer development may fall short of expectations.
The Company's Siyuan 220 (思元220) edge intelligent chip and corresponding M.2 accelerator card were officially launched in November 2019. As of the date of signing of this prospectus, the Company's edge intelligent chip and accelerator card products have already entered into sales contracts with certain customers, while other customers are in the sample delivery and testing phase. The Company expects to achieve large-scale shipments within 2020. The Company's plans for the edge intelligent chip business are subject to the specific progress of product testing, system optimization, and customer promotion efforts. If the relevant work and promotion plans fall short of expectations, the Company will face the risk that the sales plans for its edge intelligent chip and accelerator card products may be difficult to achieve, and there is uncertainty regarding the development and continued operation of this business.
In 2019, the Company's intelligent computing cluster system business revenue was primarily derived from intelligent computing cluster system projects carried out with the Bureau of Commerce of the Hengqin New Area Administrative Committee of Zhuhai (珠海市横琴新区管理委员会商务局) and Xi'an Fengdong Yixiang Technology Services Co., Ltd. (西安沣东仪享科技服务有限公司). These projects accounted for 97.29% of the Company's intelligent computing cluster system business revenue. As of the date of signing of this prospectus, the Company's orders on hand for intelligent computing cluster systems include the second batch of hardware equipment and licensed software for the Hengqin Advanced Intelligent Computing Platform (Phase II), with a contract value of RMB 185,706,600 (18,570.66 万元) (excluding tax). Due to the impact of the completion timeline for related facilities such as newly constructed computer rooms, there is a risk that this order may not be executed on schedule. Apart from this order, the Company currently has no other intelligent
Intelligent Computing Cluster System Business Backlog Orders. The core of the Company's intelligent computing cluster system business is the Company's self-developed cloud-based intelligent chips and software systems, which possess relatively strong independent operating capabilities. The Company's intelligent computing cluster system business depends on downstream customers' demand for artificial intelligence computing power. If downstream customers' demand for building artificial intelligence data centers slows down, the Company's intelligent computing cluster system business will face obstacles to commercialization progress and sustainability risks in the future.
As a startup enterprise engaged in the research and development, design, and sales of core artificial intelligence chips, the Company has established an integrated cloud-edge-endpoint, training-inference converged foundational system software platform and a new artificial intelligence ecosystem based on Cambricon products. The Company's endpoint intelligent processor IP is primarily applied in intelligent terminal devices in the form of licensing; cloud-based intelligent chips and accelerator cards are primarily applied in various cloud servers or data centers in the form of physical chips or accelerator cards; and the current major customers for edge intelligent chips and accelerator cards include artificial intelligence industry clients and internet companies, among others. The execution of orders for these three categories of products is related to the normal production and sales of downstream customers' products. The major orders for the Company's intelligent computing cluster system business come from certain local data centers, industry enterprises, and scientific research institutions. Due to the impact of the COVID-19 pandemic, as well as industry policies, the international political and economic environment, the domestic macroeconomic situation, new product performance, and downstream customers' product production and sales, if the Company's backlog orders are not executed on schedule, or if customers who have signed framework agreements with the Company fail to place orders with the Company on schedule, or if customers in the intensive business communication stage with the Company fail to sign contracts and place orders on schedule, or if such contracts or orders fail to be converted into revenue on schedule, there is a risk that the Company's projected sales revenue for 2020 may not be achieved on time.
(VII) Risk that the Company's Cooperation with the Institute of Computing Technology of the Chinese Academy of Sciences (CAS-ICT) May Have an Adverse Impact on the Company's Future Operations
CAS-ICT and the Zhuhai Hengqin New Area Administrative Committee previously signed a cooperation agreement regarding the Hengqin Advanced Intelligent Computing Platform project. Phase I of the Hengqin Advanced Intelligent Computing Platform was funded and constructed by the Chinese Academy of Sciences, while Phase II was funded and constructed by the Hengqin New Area. The Company obtained the Hengqin Advanced Intelligent Computing Platform (Phase II) project through a single-source procurement from the Business Bureau of the Hengqin New Area Administrative Committee. In the Hengqin Advanced Intelligent Computing Platform (Phase I) project, the Company's sales to the project's general integrator, Sugon (中科曙光), amounted to 6,344.83 万元 (RMB 63.4483 million). In the Hengqin Intelligent Computing Platform (Phase II) project, the Company has recognized revenue of 20,708.35 万元 (RMB 207.0835 million). Revenue related to the Hengqin Advanced Intelligent Computing Platform project (including Phase I and Phase II) accounted for 60.94% of the Company's operating revenue in 2019. If the Company fails to develop more effective market expansion and customer development capabilities in the future, it will have a certain adverse impact on the Company's operations.
2. Risk Relating to Technology Licensing from CAS-ICT and the Company's Commissioned R&D with CAS-ICT
Pursuant to the Intellectual Property License Agreement signed between the Company and CAS-ICT, CAS-ICT granted the Company an exclusive, permanent license to use the ownership rights and usage rights of technology patents related to "intelligent processors and related hardware/software systems" and other technologies that CAS-ICT lawfully owns. The patents licensed by CAS-ICT to the Company do not involve the Company's core technologies. The Company has used CAS-ICT's licensed patents in the category of "processor data transmission mechanisms" in its Cambricon 1A and Cambricon 1H endpoint intelligent processor IP products, and in its Siyuan 100 (思元100) cloud-based intelligent chip and accelerator card products. Aside from the aforementioned patents, the Company has not used any other categories of patents licensed by CAS-ICT in its products. The Company previously commissioned CAS-ICT to participate in the development of code related to the BANG programming language. The Company held a leading role in the BANG language project's R&D, and has since continuously developed, upgraded, and iterated the BANG language and related toolchain components. Pursuant to the Commissioned Development Agreement, the Company is entitled to use all development results provided by CAS-ICT and is entitled to apply such development results for the Company's commercial purposes. If the Company's cooperation with CAS-ICT changes in the future — for example, if CAS-ICT terminates its technology licensing to the Company, or if the progress of projects commissioned to CAS-ICT for R&D fails to meet expectations — this will have a certain adverse impact on the Company's operations.
There are active employees of CAS-ICT who hold part-time positions at the Company. As of the end of 2019, active CAS-ICT employees working part-time at the Company accounted for approximately 3.97% of the Company's total R&D personnel, representing a relatively small proportion. As of the date of signing of this Prospectus, such active CAS-ICT employees are primarily engaged in R&D work at the Company, and none of the aforementioned part-time personnel hold key positions such as directors, supervisors, senior management, or core technical personnel of the Company. If the Company's cooperation with CAS-ICT changes in the future, resulting in the departure of CAS-ICT active employees who hold part-time positions at the Company, this will have a certain adverse impact on the Company's operations.
The research and development of intelligent chips requires substantial capital expenditure. For the years 2017, 2018, and 2019, the net profit attributable to ordinary shareholders of the parent company was -38,070.04 万元 (RMB -380.7004 million), -4,104.65 万元 (RMB -41.0465 million), and -117,898.56 万元 (RMB -1,178.9856 million), respectively; and the net profit attributable to ordinary shareholders of the parent company after deducting non-recurring gains and losses was -2,886.07 万元 (RMB -28.8607 million), -17,191.50 万元 (RMB -171.915 million), and -37,673.31 万元 (RMB -376.7331 million), respectively. During the reporting period, the primary reasons for the Company's sustained losses were large R&D expenditures, products still being in the market expansion phase, and the large amount of share-based payment expenses accrued during the reporting period due to equity incentives. For a period of time in the future, the Company will continue to incur losses and will face the following potential risks:
1. The Company May Face Restrictions or Negative Impacts in Areas Such as Financial Condition, R&D Investment, Business Expansion, Talent Recruitment, and Team Stability
Prior to generating sales revenue from artificial intelligence chip products, the Company needs to invest substantial resources to complete product R&D, promotion, and sales activities. The Company will continue to invest significant funds in areas including the promotion of existing products and the development of new products, and will need to obtain further funds through other financing channels. As of the date of signing of this Prospectus, the Company's working capital is dependent on external financing. If the expenditures required for the Company's operational development exceed the available external financing, this will place pressure on the Company's financial condition.
If the Company's operating activities are unable to maintain sufficient cash flow, the progress of the Company's existing projects under development may be affected and thereby delayed, the market promotion of existing products will also be affected, which is unfavorable to the Company's business expansion, and may also result in the Company's inability to perform its contractual obligations normally, thereby having a material adverse impact on the Company's business prospects, financial condition, and operating results.
Pressure on the Company's financial condition will affect the payment and growth of employee compensation, thereby affecting the Company's future talent recruitment and the stability of the existing team, which may impede the realization of the Company's R&D and commercialization objectives, and damage the Company's ability to successfully implement its business strategy.
The generation of the Company's future sales revenue primarily depends on factors such as the promotion and sale of the Company's products. The continued losses of the Company may result in the Company's financial condition being unable to meet its own needs for product R&D, market promotion, and sales, which may in turn cause future sales revenue growth to fall short of expectations. The Company will continue to invest in product R&D, market promotion, and sales; if the Company's revenue fails to grow as planned, this may lead to further increases in losses.
3. The Company Cannot Guarantee that It Will Achieve Profitability within the Next Few Years, and the Company May Also Face the Risk of Delisting after Listing
The Company will continue to make large-scale R&D investments in the coming years, and the unprofitable state may persist after listing. If, after listing, the Company triggers the financial conditions specified in Article 12.4.2 of the Shanghai Stock Exchange STAR Market Stock Listing Rules — namely, that the audited net profit before and after deducting non-recurring gains and losses (including retroactively restated amounts) is negative and operating revenue (including retroactively restated amounts) is below RMB 100 million (1亿元), or the audited net assets (including retroactively restated amounts) are negative — this may cause the Company to trigger the conditions for delisting. Furthermore, pursuant to the Measures for the Ongoing Supervision of Listed Companies on the STAR Market (Trial), if the Company reaches the criteria for termination of listing, the Company's shares will be directly terminated from listing, and the procedures for suspension of listing, resumption of listing, and re-listing shall no longer apply.
As of December 31, 2019, the Company's accumulated undistributed profits amounted to -85,463.70 万元 (RMB -854.637 million). As of the date of signing of this Prospectus, the Company's products are still in the market expansion phase and R&D expenditures remain large; therefore, the Company may be unable to achieve profitability for a certain period in the future, and the Company's accumulated unrecovered losses will remain negative, making it impossible to distribute profits. The magnitude of the Company's future net losses will depend on the Company's ability to generate revenue, the number of R&D projects and the associated investments, among other factors. Even if the Company is able to achieve profitability in the future, it may not be able to maintain sustained profitability. It is expected that after the initial public offering and listing, the Company will be unable to pay cash dividends in the short term, which will have a certain adverse impact on shareholders' investment returns.
In recent years, with the gradual proliferation of artificial intelligence applications and algorithms, artificial intelligence chips have attracted the attention of several leading integrated circuit enterprises, and this field has also become a key area of focus for multiple integrated circuit design startups. For example, Intel has acquired several AI chip startup companies; Qualcomm and MediaTek have successively launched SoC chip products with AI processing capabilities developed in-house; and among domestic enterprises, Huawei HiSilicon and other chip design companies are increasingly entering this market. Overall, artificial intelligence chip technology is still in the early stages of development, the pace of technology iteration is accelerating, the technological development path is still being explored, and no architecture or system ecosystem with an absolute advantage has yet been established. As more and more manufacturers launch AI chip products, market competition in this field is becoming increasingly fierce. Currently, NVIDIA still holds an overwhelming advantage in the field of artificial intelligence chips, while Intel, Huawei HiSilicon, AMD, ARM, and other companies also have relatively strong competitiveness in this field.
At present, in addition to Cambricon, manufacturers providing endpoint intelligent processor IP mainly include ARM of the United Kingdom, CEVA of Israel, and Cadence of the United States, among others; in the cloud intelligent computing market and the edge intelligent computing market, market share is currently predominantly held by NVIDIA and other companies; in the intelligent computing cluster system market, clusters based on NVIDIA GPU products hold a dominant market position. Compared with NVIDIA and other giant enterprises in the integrated circuit industry, the Company faces certain competitive disadvantages. In terms of industry chain ecosystem architecture, the degree of ecosystem maturity of the Company's self-developed foundational system software platform still lags behind NVIDIA to a certain extent; in terms of product deployment capability, due to the Company's relatively short operating history, its sales network has not yet been fully established, and the scale of business coverage and the range of customer sectors covered need to be further expanded.
If in the future the Company's progress and results in upgrading and iterating its core technologies fail to meet expectations, causing its technological level to fall behind the industry's pace of upgrading and evolution, or if the direction of the Company's core technology development fails to match the future industry requirements for artificial intelligence chips, this will affect the competitiveness of the Company's products and cause the Company to miss market development opportunities, thereby adversely affecting the Company's future business development. If in the future the Company is unable to implement effective countermeasures to promptly address its competitive disadvantages, it may face adverse circumstances such as the sales of major products falling short of expectations, product gross margins declining, difficulties in generating significant large-scale revenue from various types of Company products, and long-term difficulties for the Company in achieving profitability in the future. The Company's competitive position, market share, and profit levels will be adversely affected by market competition.
In 2017, 2018, and 2019, the total sales amount to the Company's top five customers as a proportion of operating revenue was 100.00%, 99.95%, and 95.44%, respectively, indicating a relatively high degree of customer concentration. If the Company's major customers significantly reduce their procurement volume of the Company's products, or if the Company fails to maintain its cooperative relationships with major customers, this will have a significant adverse impact on the Company's performance. In addition, the Company faces business development pressure in expanding new customers; if the progress of new customer development falls short of expectations, this will also have a material adverse impact on the Company's profitability.
The Company operates under the Fabless model, and its suppliers include IP licensing vendors, server manufacturers, wafer foundries, and packaging and testing companies. During the reporting period, the Company procured chip IP, EDA tools, wafers, and other electronic components through agents, and maintained stable cooperative relationships with its major suppliers. From 2017 to 2019, the total procurement amount from the Company's top five direct suppliers was 1,422.28 万元 (RMB 14.2228 million), 20,315.49 万元 (RMB 203.1549 million), and 36,271.17 万元 (RMB 362.7117 million), respectively, accounting for 92.64%, 82.53%, and 66.49% of total procurement for the corresponding periods, representing relatively high proportions. Among these, wafers are primarily procured from TSMC; chip IP and EDA tools are primarily procured from Cadence, Synopsys, and ARM, among others; and packaging and testing services are primarily procured from ASE (日月光), Amkor, and JCET (长电科技), making procurement relatively concentrated. Due to the high degree of specialization and technological barriers in the integrated circuit field, some suppliers' products have scarcity and exclusivity characteristics; if the Company is unable to maintain cooperative relationships with these suppliers, it would be difficult for the Company to switch to new suppliers at low cost within a short period of time. Furthermore, if suppliers experience adverse changes in their business operations, face capacity constraints, or encounter strained cooperative relationships, or if other force majeure factors prevent them from continuing to conduct business with the Company, this will have an adverse impact on the Company's production and operations.
For the years 2017, 2018, and 2019, the Company's operating revenue was 784.33 万元 (RMB 7.8433 million), 11,702.52 万元 (RMB 117.0252 million), and 44,393.85 万元 (RMB 443.9385 million), respectively, with year-over-year growth rates of 1,392.05% and 279.35% for 2018 and 2019, respectively. For the years 2017, 2018, and 2019, the Company's net profit was -38,070.04 万元 (RMB -380.7004 million), -4,104.65 万元 (RMB -41.0465 million), and -117,912.53 万元 (RMB -1,179.1253 million), respectively. The fluctuation in net profit during the reporting period was primarily attributable to non-recurring profit and loss items such as share-based payments and R&D expenses. The Company's net profit after deducting non-recurring gains and losses for each period during the reporting period was -2,886.07 万元 (RMB -28.8607 million), -17,191.50 万元 (RMB -171.915 million), and -37,673.31 万元 (RMB -376.7331 million), respectively. In 2020, the Company's revenue from Huawei HiSilicon's endpoint intelligent processor IP licensing business declined significantly year-over-year; compounded by the impact of the COVID-19 pandemic, the Company's revenue in Q1 2020 and its projected revenue for the first half of 2020 declined compared to the same period of the previous year, and due to increased R&D investment, the Company's losses in Q1 2020 and its projected losses for the first half of 2020 increased compared to the same period of the previous year. For the full year 2020, the Company expects its operating revenue to maintain year-over-year growth; however, due to the Company's continued increase in R&D investment, it is expected that the Company's net profit after deducting non-recurring gains and losses for 2020 will decline significantly compared to 2019. In the future, if the main supply and demand dynamics of the Company's major products are adversely affected due to reasons such as the international political and economic environment, the domestic macroeconomic situation, industry policies, intensified industry competition, downstream market fluctuations, new product performance, or the inability to execute backlog orders on schedule, this may impact the Company's business operations and lead to a decline in the Company's revenue and operating performance.
In order to further establish and improve the Company's long-term incentive mechanism, effectively align the interests of shareholders, the Company, and employees, and enable all parties to jointly focus on the Company's long-term development, the Company established two equity incentive platforms — Aixi Partnership (艾溪合伙) and Aijiaxi Partnership (艾加溪合伙) — and implemented multiple rounds of employee equity incentives during the reporting period. For the years 2017, 2018, and 2019, the Company incurred share-based payment expenses of 36,398.57 万元 (RMB 363.9857 million), 17.48 万元 (RMB 174,800), and 94,379.44 万元 (RMB 943.7944 million), respectively.
A high-quality talent team is a key component of the Company's core competitiveness, and the design of the Company's employee incentive system will affect the future recruitment of talent and the stability of existing talent. If the Company implements new equity incentive plans in the future, it may still incur large share-based payment expenses, which will have a certain adverse impact on the Company's operating results and may further delay the realization of the Company's profitability.
II. Key Financial Information and Business Operations After the Audit Cut-Off Date of the Financial Report
The audit cut-off date for the Company's financial report is December 31, 2019. Tianjian Certified Public Accountants reviewed the Company's consolidated and parent company balance sheets as of March 31, 2020, the consolidated and parent company income statements and cash flow statements for January–March 2020, and the accompanying notes to the financial statements, and issued Review Report No. Tianjian Shen [2020] 4741.
The key financial information for January–March 2020, which is unaudited but reviewed, is as follows:
As of March 31, 2020, the Company's total assets were 449,354.56 万元 (RMB 4,493.5456 million), a decrease of 3.75% compared to the end of the previous year. The slight decline in asset size was primarily attributable to capital expenditures for day-to-day operating activities and project research and development, as well as amortization and depreciation of long-term assets. The Company's total liabilities were 24,394.76 万元 (RMB 243.9476 million), a decrease of 21.81% compared to the end of the previous year, mainly due to: a reduction in accounts payable resulting from the settlement of certain payables; a reduction in employee compensation payable resulting from the payment of 2019 annual bonuses; and a reduction in taxes payable resulting from the payment of corresponding taxes. The Company's equity attributable to the owners of the parent company was 424,959.80 万元 (RMB 4,249.5980 million), a decrease of 2.45% compared to the end of the previous year, remaining generally stable overall.
For January–March 2020, the Company achieved operating revenue of 1,155.26 万元 (RMB 11.5526 million), a decrease of 18.91% compared to the same period of the previous year, primarily because revenue from terminal intelligent processor IP licensing business obtained from HiSilicon (华为海思) declined significantly year-on-year, and the COVID-19 pandemic also had a certain adverse impact on the Company's operating revenue. In the first quarter of 2020, the Company's net profit was -10,835.76 万元 (RMB -108.3576 million), primarily due to a significant increase in research and development expenditures. After excluding the effect of non-recurring profit and loss items, the Company's net profit for the first quarter of 2020 declined compared to the same period of the previous year, mainly because R&D expenditures increased significantly compared to the same period of the previous year.
For January–March 2020, the Company's revenue from terminal intelligent processor IP licensing business was 316.18 万元 (RMB 3.1618 million), a decrease of 76.56% compared to the same period of the previous year, mainly because revenue from terminal intelligent processor IP licensing business obtained from HiSilicon declined significantly year-on-year. The Company's revenue from cloud-side intelligent chips and acceleration cards was 661.97 万元 (RMB 6.6197 million), an increase of 775.51% compared to the same period of the previous year, representing a substantial year-on-year increase, while the proportion of sales revenue from cloud-side intelligent chips and acceleration card products also increased. The Company's revenue from intelligent computing cluster systems was 6.40 万元 (RMB 64,000), primarily comprising revenue from optimization services for the Shanghai Research Center for Brain Science and Brain-Inspired Intelligence project. Other revenue was 170.71 万元 (RMB 1.7071 million), primarily from software sold together with intelligent chips and acceleration cards. During January–March 2020, the COVID-19 pandemic had a certain adverse impact on the Company's operating revenue.
For January–March 2020, the net cash flows from the Company's operating activities were -12,766.47 万元 (RMB -127.6647 million), a decrease of 43,058,300 yuan compared to the same period of the previous year, primarily because the Company's business scale expanded, resulting in increased cash payments for employee salaries, various taxes, and other cash payments related to operating activities. For January–March 2020, the net cash flows from the Company's investing activities decreased significantly year-on-year, primarily because the Company purchased structured deposits on a large scale during January–March 2019, and those structured deposits had not yet matured and been recovered by the end of March 2019.
For January–June 2020, the Company projects operating revenue of approximately 8,200.00 万元 to 8,600.00 万元 (RMB 82 million to RMB 86 million), representing an estimated year-on-year decline of approximately 12.24% to 16.32%, primarily because revenue from terminal intelligent processor IP licensing business obtained from HiSilicon is expected to decline significantly year-on-year and due to the adverse impact of the COVID-19 pandemic. For January–June 2020, the Company projects net profit of -23,000.00 万元 to -21,000.00 万元 (RMB -230 million to RMB -210 million), mainly because the projected significant increase in R&D expenditures is expected to cause a decline in net profit.
The Company's projected revenue from terminal intelligent processor IP licensing business is approximately 500.00 万元 to 550.00 万元 (RMB 5 million to RMB 5.5 million), representing an estimated year-on-year decline of approximately 82.77% to 84.33%, mainly because revenue from terminal intelligent processor IP licensing business obtained from HiSilicon is expected to decline significantly year-on-year. The Company's projected revenue from cloud-side intelligent chips and acceleration cards is approximately 6,300.00 万元 to 6,500.00 万元 (RMB 63 million to RMB 65 million), representing an estimated year-on-year decline of approximately 1.62% to 4.65%. The Company's projected revenue from edge intelligent chips and acceleration cards is approximately 440.00 万元 to 530.00 万元 (RMB 4.4 million to RMB 5.3 million), primarily because the Company's edge intelligent chips and acceleration card products are expected to achieve commercialized sales in 2020. The Company's projected revenue from intelligent computing cluster systems is approximately 10.00 万元 to 20.00 万元 (RMB 100,000 to RMB 200,000), primarily comprising revenue from optimization services for the Shanghai Research Center for Brain Science and Brain-Inspired Intelligence project. Projected revenue from basic system software is approximately 780.00 万元 to 800.00 万元 (RMB 7.8 million to RMB 8 million), primarily from software used in conjunction with cloud-side intelligent chips and acceleration cards. During January–June 2020, the COVID-19 pandemic had a certain adverse impact on the Company's
operating revenue.
The key operating data for the first half of 2020 set forth above represent the Company's preliminary projections, have not been audited by accountants, and do not constitute profit forecasts.
IV. Relevant Commitments, Pre-Issuance Accumulated Profit Distribution Plan, and Post-Issuance Dividend Distribution Policy
The Company reminds investors to read the commitments made in connection with this issuance by the Company, the Company's shareholders, directors, supervisors, senior management, core technical personnel, and the sponsor and securities service institutions for this offering. For specific details of the relevant commitments, please refer to "Section 10: Investor Protection," "VII. Relevant Commitments" of this Prospectus.
For the pre-issuance accumulated profit distribution plan, please refer to "Section 10: Investor Protection," "IV. Pre-Issuance Accumulated Profit Distribution Plan" of this Prospectus.
For the post-issuance dividend distribution policy, please refer to "Section 10: Investor Protection," "II. (II) Issuer's Dividend Distribution Policy After This Offering" of this Prospectus.
Regulatory Authority Statement ........................................................................................................................... 1 Issuer Statement ............................................................................................................................... 2 Offering Overview ................................................................................................................................... 3 Notice of Material Matters ........................................................................................................................... 4 I. Special Risk Disclosures ................................................................................................................ 4 II. Key Financial Information and Business Operations After the Audit Cut-Off Date of the Financial Report .................................................... 4 III. Projected Key Operating Data for the First Half and Full Year of 2020 and the Reasons for Changes ............................. 14 IV. Relevant Commitments, Pre-Issuance Accumulated Profit Distribution Plan, and Post-Issuance Dividend Distribution Policy .............. 15
Section 1: Definitions ......................................................................................................................... 21 I. General Terms ...................................................................................................................... 21 II. Technical Terms ...................................................................................................................... 24
Section 2: Overview ......................................................................................................................... 29 I. Information on the Issuer and Intermediary Institutions .............................................................................................. 29 II. Overview of This Offering .............................................................................................................. 29 III. Issuer's Key Financial Data and Financial Indicators .............................................................................. 31 IV. Issuer's Principal Business Operations .......................................................................................... 31 V. Issuer's Advanced Capabilities ...................................................................................................... 32 VI. Specific Listing Standards Selected by the Issuer ...................................................................................... 34 VII. Special Corporate Governance Arrangements of the Issuer and Other Important Matters ............................................. 34 VIII. Intended Use of Proceeds Raised by the Issuer .................................................................................................. 34
Section 3: Overview of This Offering ......................................................................................................... 36 I. Basic Information on This Offering .............................................................................................. 36 II. Parties Involved in This Offering .............................................................................................. 37 III. Equity Relationships and Other Beneficial Interest Relationships Between the Issuer and Relevant Intermediary Institutions .............................................. 40 IV. Important Dates Relating to This Offering and Listing .................................................................................. 41
Section 4: Risk Factors ................................................................................................................. 42 I. Operational Risks ...................................................................................................................... 42
II. Risk of Accumulated Unrecovered Losses and Continued Losses ..................................................................... 48 III. Technology Risks ............................................................................................................................................. 50 IV. Financial Risks ............................................................................................................................................. 52 V. Internal Control Risks ............................................................................................................................................. 54 VI. Risks Related to the Fundraising Investment Projects ....................................................................................................... 55 VII. Other Risks ............................................................................................................................................. 56
Basic Information of the Issuer ..................................................................................................... 57
I. Basic Information of the Issuer .......................................................................................................... 57 II. Establishment of the Issuer .......................................................................................................... 57 III. Formation and Changes in the Issuer's Share Capital ...................................................................................... 59 IV. Capital Verification History of the Issuer .......................................................................................... 73 V. Major Asset Restructuring of the Issuer .......................................................................................... 73 VI. Listing/Registration of the Issuer on Other Securities Markets .................................................................... 74 VII. Equity Structure Diagram of the Issuer .................................................................................................. 74 VIII. Controlling Subsidiaries and Equity-Participating Companies of the Issuer .......................................... 76 IX. Basic Information of the Issuer's Shareholders and Actual Controllers .......................................... 83 X. Share Capital of the Issuer .......................................................................................................... 92 XI. Overview of Directors, Supervisors, Senior Management, and Core Technical Personnel ............................................ 106 XII. Personal Investment Situations of the Company's Directors, Supervisors, Senior Management, and Core Technical Personnel .................... 114 XIII. Remuneration of the Company's Directors, Supervisors, Senior Management, and Core Technical Personnel ............................ 117 XIV. Relevant Agreements and Important Commitments Between the Company and Its Directors, Supervisors, Senior Management, and Core Technical Personnel 118 XV. Family Relationships Among the Company's Directors, Supervisors, Senior Management, and Core Technical Personnel .... 119 XVI. Qualifications of Directors, Supervisors, and Senior Management ............................................................ 119 XVII. Changes in the Company's Directors, Supervisors, Senior Management, and Core Technical Personnel During the Most Recent Two Years Within the Reporting Period ............................................................................................................................................ 119 XVIII. Employees and Social Security of the Issuer ................................................................................ 121 XIX. Equity Incentive Plans of the Issuer ........................................................................................ 122
Business and Technology ........................................................................................................... 125
I. The Company's Principal Business, Main Products, and Services ........................................................................ 125 II. Basic Industry Overview ............................................................................................................ 141
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
III. Sales Conditions and Major Customers of the Company ........................................................................................ 190 IV. Procurement Conditions and Major Suppliers of the Company .................................................................................... 194 V. Major Fixed Assets and Intangible Assets ........................................................................................ 196 VI. Business Qualifications and Franchise Rights .................................................................................... 198 VII. Technology and Research & Development of the Company ............................................................ 199 VIII. Overseas Operations of the Company .................................................................................................... 216
Corporate Governance and Independence ............................................................................................... 217
I. Overview ............................................................................................................................ 217 II. Operations and Performance of the Shareholders' General Meeting, Board of Directors, Board of Supervisors, Independent Directors, Board Secretary, and Other Bodies and Personnel .................................................................................................................................... 217 III. Violations of Laws and Regulations by the Company During the Reporting Period ............................................ 220 IV. Fund Occupation and External Guarantees by the Company During the Reporting Period ................................................................ 220 V. Evaluation Opinions on the Internal Control System ........................................................................................ 220 VI. Independent Operations of the Issuer ................................................................................................ 221 VII. Horizontal Competition .................................................................................................................... 222 VIII. Related Parties, Related Relationships, and Related-Party Transactions ................................................................................ 224 IX. Institutional Arrangements for Regulating Related-Party Transactions ........................................................................................ 233 X. Procedures Followed for Related-Party Transactions During the Reporting Period and Independent Directors' Opinions on Related-Party Transactions .................... 233 XI. Measures Taken by the Company to Regulate and Reduce Related-Party Transactions .................................................................... 234 XII. Changes in Related Parties During the Reporting Period ................................................................................ 235
Financial and Accounting Information and Management Analysis ............................................................................... 237
I. Financial and Accounting Information ............................................................................................................ 237 II. Significant Accounting Policies and Accounting Estimates ............................................................................ 252 III. Non-Recurring Gains and Losses .................................................................................................................. 271 IV. Major Tax Categories and Tax Policies ......................................................................................................... 273 V. Key Financial Indicators ................................................................................................................................. 274 VI. Analysis of Operating Results ....................................................................................................................... 275 VII. Analysis of Asset Quality ............................................................................................................................. 291 VIII. Analysis of Solvency, Liquidity, and Going Concern Capacity .................................................................. 300 IX. Major Asset Restructuring ............................................................................................................................. 310 1-1-18
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
X. Post-Balance Sheet Events, Contingencies, and Other Material Matters ....................................................... 310 XI. Profit Forecast Report ................................................................................................................................... 313 XII. Future Profitability ....................................................................................................................................... 313 XIII. Major Financial Information and Operating Conditions After the Audit Cutoff Date of the Financial Report .... 315 XIV. Current Order Backlog ................................................................................................................................ 317 XV. Projected Key Operating Data for the First Half and Full Year of 2020 ...................................................... 319
Section 9 Use of Proceeds and Future Development Plan ........................................................................... 321
I. Plan for Use of Proceeds from This Offering ................................................................................................. 321 II. Relationship Between the Fund-Raising Investment Projects and the Company's Principal Business .......... 322 III. Feasibility Analysis of the Fund-Raising Investment Projects ...................................................................... 323 IV. Detailed Introduction to the Fund-Raising Investment Projects .................................................................... 324 V. Future Development Plan ............................................................................................................................... 333
Section 10 Investor Protection ...................................................................................................................... 339
I. Information Disclosure and Investor Relations ................................................................................................ 339 II. Dividend Distribution Policy .......................................................................................................................... 340 III. Dividend Distribution During the Reporting Period ...................................................................................... 344 IV. Arrangement for Distribution of Accumulated Profits Prior to Completion of This Offering ...................... 345 V. Establishment of Shareholder Voting Mechanism .......................................................................................... 345 VI. Measures Implemented in Accordance with the Law to Protect the Legitimate Rights and Interests of Investors .... 346 VII. Relevant Undertakings ................................................................................................................................. 346
Section 11 Other Material Matters ............................................................................................................... 373
I. Material Contracts ........................................................................................................................................... 373 II. External Guarantees ........................................................................................................................................ 375 III. Material Litigation and Arbitration Matters .................................................................................................. 375 IV. Material Illegal Acts by the Controlling Shareholder and Actual Controller During the Reporting Period ... 376
Section 12 Declarations ................................................................................................................................ 377
Section 13 Appendices .................................................................................................................................. 390
I. Documents Available for Inspection in Connection with This Prospectus ..................................................... 390 Appendix 1 Property Lease Status ..................................................................................................................... 391 Appendix 2 Trademark Status ............................................................................................................................ 394 1-1-19
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
Appendix 3 Patent Status .................................................................................................................................. 407 Appendix 4 Computer Software Copyright Status ............................................................................................. 411
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
In this Prospectus, unless the context otherwise requires, the following abbreviations and terms shall have the meanings set out below:
| Term | | Definition | |---|---|---| | The Company, this Company, the Issuer, Cambricon, the Joint Stock Company | refers to | Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司), formerly known as Beijing Zhongke Cambricon Technology Co., Ltd. (北京中科寒武纪科技有限公司) | | A Shares | refers to | Ordinary shares approved for listing on domestic securities exchanges, denominated in Renminbi, subscribed for and traded in Renminbi | | This Offering, This Public Offering | refers to | The Company's initial public offering of shares and listing on the STAR Market | | This Prospectus | refers to | "Prospectus for Initial Public Offering of Shares and Listing on the STAR Market of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司)" | | Reporting Period, Most Recent Three Years | refers to | Fiscal years 2017, 2018, and 2019 | | End of Each Period During the Reporting Period | refers to | December 31, 2017; December 31, 2018; December 31, 2019 | | Cambricon Limited, the Limited Company | refers to | Beijing Zhongke Cambricon Technology Co., Ltd. (北京中科寒武纪科技有限公司), the predecessor of the Issuer | | Zhongke Suanyuan (中科算源) | refers to | Beijing Zhongke Suanyuan Asset Management Co., Ltd. (北京中科算源资产管理有限公司) | | Aixi Partnership (艾溪合伙) | refers to | Beijing Aixi Technology Center (Limited Partnership) (北京艾溪科技中心（有限合伙）) | | Paleozoic Ventures (古生代创投) | refers to | Suzhou Industrial Park Paleozoic Venture Investment Enterprise (Limited Partnership) (苏州工业园区古生代创业投资企业（有限合伙）) | | iFLYTEK (科大讯飞) | refers to | iFLYTEK Co., Ltd. (科大讯飞股份有限公司) | | Jinye Investment (谨业投资) | refers to | Shanghai Jinye Venture Investment Partnership (Limited Partnership) (上海谨业创业投资合伙企业（有限合伙）), formerly known as Shanghai Jinye Equity Investment Partnership (Limited Partnership) (上海谨业股权投资合伙企业（有限合伙）) | | Guotou Fund (国投基金) | refers to | Guotou (Shanghai) Technology Achievement Transformation Venture Investment Fund Enterprise (Limited Partnership) (国投（上海）科技成果转化创业投资基金企业（有限合伙）) | | Guoke Ruihua (国科瑞华) | refers to | Beijing Guoke Ruihua Strategic Emerging Industry Investment Fund (Limited Partnership) (北京国科瑞华战略性新兴产业投资基金（有限合伙）) | | Guoke Aixi (国科艾熙) | refers to | Beijing Guoke Aixi Financial Consulting Center (Limited Partnership) (北京国科艾熙财务咨询中心（有限合伙）) | | Alibaba Ventures (阿里创投) | refers to | Hangzhou Alibaba Venture Investment Co., Ltd. (杭州阿里创业投资有限公司) | | Nayuan Mingzhi (纳远明志) | refers to | Beijing Nayuan Mingzhi Information Technology Consulting Co., Ltd. (北京纳远明志信息技术咨询有限公司) | | Luoyang Turing (洛阳图灵) | refers to | Zhongke Turing Luoyang Investment Management Center (Limited Partnership) (中科图灵洛阳投资管理中心（有限合伙）) | | Aijiaxi Partnership (艾加溪合伙) | refers to | Beijing Aijiaxi Technology Center (Limited Partnership) (北京艾加溪科技中心（有限合伙）) | | Henan Guoxin (河南国新) | refers to | Henan Guoxin Qidi Equity Investment Fund (Limited Partnership) (河南国新启迪股权投资基金（有限合伙）) | | Ningbo Huiyuan (宁波汇原) | refers to | Ningbo Huiyuan Venture Investment Partnership (Limited Partnership) (宁波汇原创业投资合伙企业（有限合伙）) | | Shenzhen Xinxin (深圳新芯) | refers to | Shenzhen Xinxin Investment Partnership (Limited Partnership) (深圳新芯投资合伙企业（有限合伙）) | | Guoxin Capital (国新资本) | refers to | Guoxin Capital Co., Ltd. (国新资本有限公司) | | Guangzhou Xinye (广州新业) | refers to | Xinye (Guangzhou) Equity Investment Partnership (Limited Partnership) (新业（广州）股权投资合伙企业（有限合伙）) | | Jinshi Yinyi (金石银翼) | refers to | Jinshi Yinyi Equity Investment (Hangzhou) Partnership (Limited Partnership) (金石银翼股权投资（杭州）合伙企业（有限合伙）) | | CICC Haomo (中金澔镆) | refers to | Ningbo Meishan Bonded Port Area CICC Haomo Equity Investment Partnership (Limited Partnership) (宁波梅山保税港区中金澔镆股权投资合伙企业（有限合伙）) | 1-1-21
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| Term | | Definition | |---|---|---| | Xinjiang Dongpeng (新疆东鹏) | refers to | Xinjiang Dongpeng Heli Equity Investment Partnership (Limited Partnership) (新疆东鹏合立股权投资合伙企业（有限合伙）) | | Ningbo Hangao (宁波瀚高) | refers to | Ningbo Hangao Investment Partnership (Limited Partnership) (宁波瀚高投资合伙企业（有限合伙）) | | CAS Transformation (中科院转化) | refers to | CAS Technology Achievement Transformation Venture Investment Fund (Wuhan) Partnership (Limited Partnership) (中科院科技成果转化创业投资基金（武汉）合伙企业（有限合伙）) | | Zhike Shengxun (智科胜讯) | refers to | Suzhou Industrial Park Zhike Shengxun Venture Investment Enterprise (Limited Partnership) (苏州工业园区智科胜讯创业投资企业（有限合伙）) | | Guangzhou Huixing (广州汇星) | refers to | Guangzhou Huixing No. 2 Industrial Investment Partnership (Limited Partnership) (广州汇星二号实业投资合伙企业（有限合伙）) | | Hubei Lenovo (湖北联想) | refers to | Hubei Province Lenovo Yangtze River Technology Industry Fund Partnership (Limited Partnership) (湖北省联想长江科技产业基金合伙企业（有限合伙）) | | Nanjing Zhaoyin (南京招银) | refers to | Nanjing Zhaoyin Telecom New Trend Lingxiao Growth Equity Investment Fund Partnership (Limited Partnership) (南京招银电信新趋势凌霄成长股权投资基金合伙企业（有限合伙）), formerly known as Shenzhen Zhaoyin Telecom New Trend Lingxiao Growth Equity Investment Fund Partnership (Limited Partnership) (深圳招银电信新趋势凌霄成长股权投资基金合伙企业（有限合伙）) | | Hubei Zhaoyin (湖北招银) | refers to | Hubei Yangtze Zhaoyin Growth Equity Investment Partnership (Limited Partnership) (湖北长江招银成长股权投资合伙企业（有限合伙）) | | Guodiao Guoxin Zhixin (国调国信智芯) | refers to | Nanjing Guodiao Guoxin Zhixin Equity Investment Partnership (Limited Partnership) (南京国调国信智芯股权投资合伙企业（有限合伙）) | | Jiafu Zedi (嘉富泽地) | refers to | Hangzhou Jiafu Zedi Investment Management Partnership (Limited Partnership) (杭州嘉富泽地投资管理合伙企业（有限合伙）) | | Nash Equilibrium (纳什均衡) | refers to | |
Shanghai Cambricon Information Technology Co., Ltd.
Anhui Cambricon Information Technology Co., Ltd.
Xiong'an Cambricon Technology Co., Ltd.
Nanjing Aixi Information Technology Co., Ltd.
Suzhou Cambricon Information Technology Co., Ltd.
Shanghai Cambricon Semiconductor Co., Ltd.
Guangdong Qinzhi Technology Research Institute Co., Ltd.
Hefei Intelligent Speech Innovation Development Co., Ltd.
Cambricon (Xi'an) Integrated Circuit Co., Ltd.
Taiwan Semiconductor Manufacturing Company, Ltd.
Jiangsu Changdian Technology Co., Ltd.
ASE Technology Holding Co., Ltd.
Amkor Technology, Inc.
Samsung Electronics Co., Ltd.
Alphabet Inc., formerly known as Google Inc.
Advanced Micro Devices, Inc.
NXP Semiconductors N.V.
Broadcom Inc.
Xilinx, Inc.
Synopsys, Inc.
Cadence Design Systems, Inc.
Avago Technologies International Sales Pte. Ltd.
Shenzhen HiSilicon Semiconductor Co., Ltd.
STATS ChipPAC Semiconductor (Jiangyin) Co., Ltd.
MediaTek Inc.
Beijing Horizon Robotics Technology Research and Development Co., Ltd.
Dawning Information Industry Co., Ltd.
Shanghai International Science and Technology Co., Ltd.
Shenzhen Langhua Supply Chain Services Co., Ltd.
Zhongke Controllable Information Industry Co., Ltd.
Hong Kong Taikeyuan Industrial Co., Ltd.
VeriSilicon Microelectronics (Shanghai) Co., Ltd.
Articles of Association (Draft) of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) applicable upon completion of this offering
CITIC Securities Co., Ltd.
China International Capital Corporation Limited Guotai Junan Securities Co., Ltd. Anxin Securities Co., Ltd.
Zhongzi Asset Appraisal Co., Ltd.
Chinese Renminbi Yuan, Ten Thousand Chinese Renminbi Yuan, One Hundred Million Chinese Renminbi Yuan
An integrated circuit is a miniature electronic device or component. Using specific manufacturing processes, the electronic components required in a circuit — such as transistors, resistors, capacitors, and inductors — are interconnected according to design requirements and fabricated on a single silicon wafer, forming a circuit with specific functions. IC is an abbreviation for Integrated Circuit; "chip" is the colloquial term for an integrated circuit.
An abbreviation for Artificial Intelligence; a branch of computer science that simulates and extends the functions of human and natural intelligence, expanding the capability boundaries of machines to enable them to partially or fully achieve human-like perception (such as vision and speech), cognitive functions (such as natural language understanding), or to acquire capabilities for modeling and problem-solving (such as machine learning methods).
The entire design process of an integrated circuit prior to manufacturing, including circuit function definition, architectural design, circuit design, circuit verification and simulation, layout design, and other processes.
Artificial intelligence chips and smart chips are chips specifically designed for the field of artificial intelligence, including two types: general-purpose smart chips and special-purpose smart chips. General-purpose smart chips are processor chips designed for diverse applications within the field of artificial intelligence, offering good versatility for various AI technologies such as vision, speech, natural language processing, and traditional machine learning techniques. Special-purpose smart chips are application-specific integrated circuits designed for specific, concrete, and relatively singular artificial intelligence applications.
An abbreviation for Intellectual Property, referring to the exclusive rights legally enjoyed by rights holders over the results of their intellectual labor and the marks and goodwill in their business activities. In this prospectus, Smart Processor IP refers to the product-level implementation solution for smart processors, consisting of core architecture, code, documentation, and other components.
A board-level product used to accelerate application programs in specific domains. Its core component is the computing chip on the board, which is typically connected to the system through a host's expansion interface (such as PCIe). Common accelerator card products include graphics accelerator cards, video codec accelerator cards, and artificial intelligence accelerator cards.
In the field of computing, this generally refers to remote processing concentrated in large-scale data centers. This processing approach is called cloud-side processing, and the processing location is referred to as the cloud.
Relative to the cloud, this generally refers to devices that individuals can directly access or use without requiring remote access, or devices that are directly integrated with data or sensors, such as mobile phones, smart speakers, and smart watches.
On the side close to the source of data, data is aggregated through gateways and services are provided nearby through computer
systems. Since data does not need to be transmitted to the cloud, this approach can meet the industry's basic requirements for real-time operations, applied intelligence, security, and privacy protection. Its location is typically between the terminal (device) side and the cloud.
In the field of computing, an ecosystem generally refers to the collective term for development tools, developers, and the series of systems and applications built upon a given instruction set or processor architecture. A thriving ecosystem is very important to the success of that instruction set or processor architecture. Metrics for measuring an ecosystem include the completeness of the software toolchain and its higher-level applications, the number of developers and users, and application scenarios.
Typically measured by the number of basic operations a chip can perform per second. When executing the same program, a chip with greater computing power takes less time than a chip of the same type with weaker computing power.
An abbreviation for Tera Operations Per Second; a unit of processor computing power. 1 TOPS means the processor can perform one trillion basic operations per second.
A collective term for a complex information technology infrastructure, primarily consisting of computer systems and other supporting equipment (such as communication and storage systems), as well as related auxiliary equipment and facilities. It provides users with computing and data storage, server hosting, and other services, and is the key physical carrier for internet and cloud computing businesses.
An abbreviation for System on Chip; a system-level chip in which functionally different sub-modules are integrated within a single chip, combined to form a complete system suitable for the target application scenario. A system-level chip typically integrates multiple different components; for example, a mobile phone SoC integrates a general-purpose processor, hardware codec units, a baseband, and more.
Most numerical data processed by computers contains decimal fractions. When the decimal point is assumed to be in a fixed position for all numerical data, this is called fixed-point representation, abbreviated as fixed-point or fixed-point numbers.
Most numerical data processed by computers contains decimal fractions. When the position of the decimal point is allowed to vary, this is called floating-point representation, abbreviated as floating-point or floating-point numbers. Floating-point representation generally follows the IEEE 754 standard.
Non-IEEE standard floating-point data types defined according to the data characteristics of deep learning, such as the commonly used bfloat16 and bfloat19 in the field, as well as Cambricon's self-defined high-precision, high-efficiency quasi-floating-point data types.
In the field of machine learning or artificial intelligence, the process of obtaining the parameters of a corresponding machine learning/AI model through certain methods using a large number of labeled samples.
In the field of machine learning or artificial intelligence, the process of using an already-trained model (whose parameters have been obtained through training) to predict labels for new data.
In neural networks, there exist large numbers of zeros (weights or neurons). Since zeros do not affect the result of multiply-accumulate operations, smart chips can skip zero operations through specialized hardware designs. Sparse theoretical peak performance refers to the maximum performance a smart chip can provide when there are sufficient zeros and such hardware is enabled.
In neural networks, there exist large numbers of zeros (weights or neurons). Since zeros do not affect the result of multiply-accumulate operations, smart chips can skip zero operations through specialized hardware designs. Non-sparse theoretical peak performance refers to the maximum performance a smart chip can provide when such zero-skipping hardware is absent or not enabled.
An abbreviation for Internet of Things; a network in which various information sensors are used to collect information from the physical world in real time, and information is transmitted through networks to achieve ubiquitous information connectivity and intelligent perception and management between objects and between objects and people.
A complete set of instructions that can be executed by a processor chip; the most important and direct interface between computer hardware and software.
A deep learning programming framework for artificial intelligence based on dataflow programming, developed and maintained by Google's artificial intelligence team, and widely used in the programming implementation of various artificial intelligence algorithms, especially deep learning algorithms.
An open-source Python machine learning library and framework launched by Facebook AI Research (FAIR).
A deep learning framework that combines expressiveness, speed, and modularity of thought, developed by a research group at the University of California, Berkeley.
Also known as a Wafer or silicon wafer; a circular silicon disk used in the manufacturing of integrated circuits in the semiconductor industry. Various circuit element structures can be fabricated on the silicon wafer to create integrated circuit products with specific functions.
Also known as a Mask, photomask, or reticle; a mold used to print circuits onto silicon wafers during semiconductor chip manufacturing. Photomasks are produced based on chip design layouts designed by chip design companies, and once completed, are used by wafer manufacturers in wafer production.
The process of extracting pins from bare dies (Die) cut from a wafer using wire bonding and various connection methods, and fixing and packaging them into finished usable chips. Integrated circuit packaging not only provides electrical connections between the integrated circuit and the outside world, but also provides physical protection, enabling the chip to function normally and reliably.
Work including integrated circuit wafer testing, finished product testing, reliability testing, and failure analysis.
The entire process by which a chip design company submits a chip design layout for wafer manufacturing and obtains a real chip. Tape-out verifies whether a chip achieves the designed intended functions and performance: if the tape-out is successful, the chip can be mass-produced; otherwise, the cause of failure must be identified, the design optimized, and another tape-out conducted.
Abbreviation for Original Equipment Manufacturer; refers to a business model in which brand owners do not directly manufacture products, but instead use their key core technologies to be responsible for product design and development, and control sales channels.
Abbreviation for Integrated Design and Manufacture; refers to a business model in which integrated circuit design, wafer manufacturing, packaging and testing, and sales are all completed by the same company.
Fabless chip design companies (also referring to this business model); companies that only engage in chip design and sales, while outsourcing wafer manufacturing, packaging, and testing to specialized manufacturers.
Wafer foundries; companies specializing in chip manufacturing.
Abbreviation for Outsourced Semiconductor Assembly and Test; companies specializing in semiconductor packaging and testing.
Abbreviation for Product Development Team; a model, philosophy, and methodology for product development.
Abbreviation for Electronic Design Automation; a category of technologies that uses computers as a platform, combining methods from microelectronics and computer science to assist and accelerate the design of electronic products (including integrated circuits).
Abbreviation for Complementary Metal Oxide Semiconductor; a commonly used technology for manufacturing large-scale integrated circuit chips, or chips manufactured using this technology.
Abbreviation for Fin Field-Effect Transistor; a new type of complementary metal-oxide-semiconductor transistor, also referring to the integrated circuit manufacturing process that integrates this type of transistor. FinFET technology significantly increases chip transistor density and markedly improves processor chip performance.
| PCB | refers to | Abbreviation for Printed Circuit Board; also known as a printed wiring board; the support body for electronic components and the carrier for electrical connections. | | Deep Learning | refers to | A general term for a category of mainstream artificial intelligence algorithms that can train artificial neural network models with many hidden layers (i.e., deep neural networks) based on massive amounts of data, enabling them to perform specific artificial intelligence tasks such as image recognition and speech recognition. | | Neural Network | refers to | Short for artificial neural network; a broad category of artificial intelligence models proposed by computer scientists inspired by the basic structure of the biological brain, which can be used in a wide range of application fields such as vision, speech, and natural language processing, enabling computers to achieve human-like perceptual functions and relatively simple preliminary cognitive functions. | | CPU | refers to | Abbreviation for Central Processing Unit; the core chip in personal computers and servers, responsible for general-purpose computing or control tasks. | | GPU | refers to | Abbreviation for Graphic Processing Unit; the processor chip for image and graphics computation in personal computers, gaming devices, and mobile terminals (such as tablet computers, smartphones, etc.). | | DSP | refers to | Abbreviation for Digital Signal Processing; DSP chips refer to chips capable of executing digital signal processing tasks. | | FPGA | refers to | Abbreviation for Field Programmable Gate Array; a chip that is programmable at the hardware level. | | ASIC | refers to | Abbreviation for Application Specific Integrated Circuit; integrated circuits specifically designed and manufactured for specific application scenario requirements. | | MCU | refers to | Abbreviation for Microcontroller Unit; a type of small computer system formed by integrating a CPU, counters, digital-to-analog converters, and other lightweight modules onto a single small-sized chip. Microcontroller units typically provide only limited computing capability and need to process only small amounts of data, and are widely used in the Internet of Things industry. | | TPU | refers to | Abbreviation for Tensor Processing Unit; a custom intelligent chip developed by Google for artificial intelligence machine learning tasks. | | NPU | refers to | Abbreviation for Neural-network Processing Unit; a processor specifically designed to accelerate artificial neural network models. | | IaaS | refers to | Abbreviation for Infrastructure as a Service; refers to providing IT infrastructure as a service to customers over a network. | | PaaS | refers to | Abbreviation for Platform as a Service; refers to providing a software development platform as a service to users. | | SaaS | refers to | Abbreviation for Software as a Service; refers to providing software services over a network. | | Performance-to-Power Ratio / Energy Efficiency Ratio | refers to | A measure of the energy conversion efficiency of a computer system or chip; a common metric is the computing capability that can be provided per unit of power consumption. | | DRAM | refers to | Abbreviation for Dynamic Random Access Memory; a type of semiconductor memory. | | Memory | refers to | A device in a computer system used to store programs and data; information can be written to and read from addresses specified by a controller. | | DDR | refers to | Abbreviation for Double Data Rate; a technology used in memory to double the data rate. | | PCIe | refers to | Abbreviation for Peripheral Component Interconnect Express; a high-speed computer expansion bus standard, the original version of which was proposed by Intel in 2001, and is now widely used for interconnection between CPUs and co-processor chips. | | PCT | refers to | Abbreviation for Patent Cooperation Treaty; an international cooperation treaty in the field of patents. After filing an international patent application pursuant to the PCT, applicants can simultaneously obtain priority rights to apply for that patent in most countries around the world. | | SerDes | refers to | Abbreviation for Serializer/Deserializer; a technology for high-speed data communication between chips. |
| CCLINK | refers to | Abbreviation for Cambricon Chip-to-chip Link; a high-speed inter-chip interconnect bus and protocol independently developed by Cambricon (寒武纪), which can support fast and flexible information communication and data exchange between chips. | | DFT | refers to | Abbreviation for Design For Testability; DFT incorporates test logic during the chip design stage, making chip testing and debugging more convenient and efficient. | | MBIST | refers to | Abbreviation for Memory Built-in Self Test; a technology that provides built-in self-test circuits for memory cells or array memories, facilitating problem localization and test vector generation. |
Special Note: In this prospectus, some totals may differ from the direct sum of individual addends due to rounding, or some percentage indicators may differ from the results of direct calculation using the relevant figures due to rounding. These differences are caused by rounding.
This overview provides only a brief summary of the full text of the prospectus. Before making an investment decision, investors should carefully read the full text of the prospectus.
| Issuer Name | Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) | |---|---| | Date of Establishment | March 15, 2016 | | Registered Capital | RMB 360,000,000 (36,000.00 万元) | | Legal Representative | Chen Tianshi (陈天石) | | Registered Address | Room 1601, 16th Floor, Block D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | | Controlling Shareholder | Chen Tianshi (陈天石) | | Industry Classification | C39 – Manufacturing of Computers, Communications, and Other Electronic Equipment | | Principal Place of Business | 11th Floor, 14th Floor, and 16th Floor, Block D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | | Actual Controller | Chen Tianshi (陈天石) | | Listing or Quotation Status on Other Trading Venues (Applied or Existing) | None |
| Sponsor | CITIC Securities Co., Ltd. (中信证券股份有限公司) | Lead Underwriter | CITIC Securities Co., Ltd. (中信证券股份有限公司) | |---|---|---|---| | Issuer's Counsel | Zhong Lun Law Firm, Beijing (北京市中伦律师事务所) | Co-Lead Underwriters | China International Capital Corporation Limited (中国国际金融股份有限公司); Guotai Junan Securities Co., Ltd. (国泰君安证券股份有限公司); Anxin Securities Co., Ltd. (安信证券股份有限公司) | | Audit Institution / Capital Verification Institution / Capital Verification Review Institution | Tianjian Accounting Firm (Special General Partnership) (天健会计师事务所（特殊普通合伙）) | Valuation Institution | Zhongzi Asset Appraisal Co., Ltd. (中资资产评估有限公司) | | Sponsor's (Lead Underwriter's) Counsel | Jiarun Law Firm (嘉润律师事务所) | | |
| Share Type | RMB-denominated ordinary shares (A shares) | |---|---| | Par Value Per Share | RMB 1.00 | | Number of Shares to be Issued | No more than 40,100,000 shares (including 40,100,000 shares, and not less than 10% of the total share capital of the Company after this offering, subject to the number approved by the China Securities Regulatory Commission) | | Of which: Number of New Shares to be Issued | No more than 40,100,000 shares (including 40,100,000 shares, and not less than 10% of the total share capital of the Company after this offering, subject to the number approved by the China Securities Regulatory Commission) | Percentage of Total Share Capital After Offering | Not less than 10% | | Number of Shares to be Publicly Sold by Shareholders | None | Percentage of Total Share Capital After Offering | None | | Percentage of Total Share Capital After Offering | Not less than 10% | | |
| Total Share Capital After Offering | No more than 400,100,000 shares | |---|---| | Offering Price Per Share | 【】 | | Price-to-Earnings Ratio at Offering | 【】times (earnings per share calculated by dividing the audited net profit attributable to shareholders of the parent company for the year 【】, whichever is lower before and after deducting non-recurring gains and losses, by the total share capital after this offering) | | Net Assets Per Share Before Offering | RMB 12.10 (calculated by dividing the audited net assets attributable to shareholders of the parent company as of December 31, 2019 by the total share capital before this offering) | Earnings Per Share Before Offering (RMB/share) | -3.27 | | Net Assets Per Share After Offering | 【】 (calculated by dividing the net assets attributable to the parent company after this offering by the total share capital after this offering, where the net assets attributable to the parent company after this offering are calculated as the sum of the audited net assets attributable to the parent company as of 【】/【】/【】 and the net proceeds from this offering) | Earnings Per Share After Offering (RMB/share) | 【】 | | Price-to-Book Ratio at Offering | 【】times (calculated by dividing the offering price per share by the net assets per share after offering) | | Offering Method | This offering will be conducted through a combination of targeted placement to strategic investors, book-building inquiry placement to eligible investors offline, and fixed-price offering to public investors on the Shanghai market who hold non-restricted A shares and non-restricted depositary receipts. | | Offering Targets | Eligible offline investors and domestic natural persons, legal persons, and other investors with accounts at the Shanghai Stock Exchange (except those prohibited by Chinese laws, administrative regulations, other applicable normative documents, and other regulatory requirements that the Company must comply with), or other targets as specified by the China Securities Regulatory Commission. | | Underwriting Method | Firm commitment underwriting | | Name of Shareholders Publicly Selling Shares | None | | Principle for Allocation of Offering Expenses | 【】 | | Total Proceeds Raised | 【】 | | Net Proceeds Raised | 【】 | | Investment Projects for Proceeds Raised | New Generation Cloud-side Training Chip and System Project; New Generation Cloud-side Inference Chip and System Project; New Generation Edge-side Artificial Intelligence Chip and System Project; Supplement Working Capital | | Estimated Offering Expenses | Total offering expenses for this offering are 【】万元 (RMB 【】 ten thousand), including: underwriting and sponsorship fees 【】万元, legal fees 【】万元, audit and capital verification fees 【】万元, issuance handling fees and others 【】万元. |
| Date of Publication of Offering Announcement | 【】 | |---|---| | Date of Commencement of Book-building and Roadshow | 【】 | | Date of Publication of Pricing Announcement | 【】 | | Subscription Date and Payment Date | 【】 | | Stock Listing Date | 【】 |
| Item | FY2019 / 2019-12-31 | FY2018 / 2018-12-31 | FY2017 / 2017-12-31 | |---|---|---|---| | Total Assets (RMB 万元 / ten thousand yuan) | 466,847.23 | 304,145.16 | 59,018.46 | | Net Assets Attributable to Owners of Parent Company (RMB 万元) | 435,647.95 | 51,064.24 | 3,307.66 | | Asset-to-Liability Ratio (Parent Company) | 2.73% | 79.47% | 92.53% | | Operating Revenue (RMB 万元) | 44,393.85 | 11,702.52 | 784.33 | | Net Profit (RMB 万元) | -117,912.53 | -4,104.65 | -38,070.04 | | Net Profit Attributable to Owners of Parent Company (RMB 万元) | -117,898.56 | -4,104.65 | -38,070.04 | | Net Profit Attributable to Owners of Parent Company After Deducting Non-recurring Gains and Losses (RMB 万元) | -37,673.31 | -17,191.50 | -2,886.07 | | Basic Earnings Per Share (RMB) | -3.27 | — | — | | Diluted Earnings Per Share (RMB) | -3.27 | — | — | | Weighted Average Return on Net Assets | -39.28% | -12.50% | — | | Net Cash Flow from Operating Activities (RMB 万元) | -20,179.60 | -5,549.05 | -2,352.43 | | Cash Dividends (RMB 万元) | — | — | — | | R&D Expenditure as a Percentage of Operating Revenue | 122.32% | 205.18% | 380.73% |
The Company's principal business is the research and development, design, and sale of artificial intelligence core chips used in various cloud servers, edge computing devices, and terminal devices, providing customers with a rich range of chip products and system software solutions. The Company's main products include terminal intelligent processor IPs, cloud intelligent chips and acceleration cards, edge intelligent chips and acceleration cards, as well as the foundational system software platforms supporting the aforementioned products.
Since its establishment, the Company has consistently focused on the research, development, and technological innovation of artificial intelligence chip products, dedicated to creating core processor chips in the field of artificial intelligence to enable machines to better understand and serve humanity. The Company's core personnel have devoted more than a decade to the fields of processor chips and artificial intelligence, leading the Company in developing a series of independently innovative key technologies such as intelligent processor instruction sets and micro-architectures. Through continuous research and development accumulation, the Company's products have earned a high degree of recognition within the industry and are widely applied in numerous scenarios including consumer electronics, data centers, and cloud computing. Terminal devices adopting the Company's terminal intelligent processor IPs have shipped over 100 million units; cloud intelligent chips and acceleration cards have been applied in products by mainstream domestic server manufacturers and have already achieved mass production and shipment; the launch of edge intelligent chips and acceleration cards marks the Company's formation of a comprehensive series of intelligent chip product layout covering cloud, edge, and terminal scenarios. There were no material changes in the Company's principal business during the reporting period.
Since its establishment, the Company has operated under the Fabless model, which has not changed and will continue on a long-term basis. The Company focuses on the design and sale of intelligent chips, while outsourcing the remaining processes such as wafer fabrication, packaging, and testing to wafer manufacturers, packaging and testing enterprises, and other processing manufacturers.
Since its establishment in March 2016, the Company has rapidly achieved the industrial commercialization of its technology, successively launching the Cambricon 1A, Cambricon 1H, and Cambricon 1M series chips for terminal scenarios, the cloud intelligent acceleration card series products based on the Siyuan 100 and Siyuan 270 chips, and the edge intelligent acceleration card based on the Siyuan 220 chip. Among these, the Cambricon 1A and Cambricon 1H have been respectively integrated into the flagship intelligent mobile phone chips of a globally renowned Chinese technology enterprise and have been embedded in over 100 million smartphones and other intelligent terminal devices; the Siyuan series products have also been applied in products from multiple server manufacturers including Inspur and Lenovo, and the Siyuan 270 chip received the Leading Technology Achievement Award at the 6th World Internet Conference. Among artificial intelligence chip design start-up companies, the Company is one of the few that has successfully taped out products and achieved large-scale application. Through continuous technological innovation and design optimization, the Company has achieved multiple iterations and upgrades of its products, with continuous improvements in product performance driving an ongoing enhancement of the Company's core competitiveness.
Since its establishment, the Company has consistently focused on the field of artificial intelligence chip design, accumulating strong technological and research and development advantages. The Company is one of the few enterprises in the world that comprehensively and systematically masters the core technologies for the research, development, and commercialization of intelligent chips and their foundational system software. It is capable of providing a series of intelligent chip products and platform-based foundational system software featuring cloud-edge-terminal integration, hardware-software collaboration, training-inference fusion, and a unified ecosystem. The core technologies mastered by the Company — including intelligent processor instruction sets, intelligent processor micro-architectures, intelligent chip programming languages, and intelligent chip high-performance mathematics libraries — are characterized by high barriers, difficult research and development, and broad application, and hold significant technological, economic, and ecological value for the integrated circuit industry and the artificial intelligence industry.
Leveraging its leading core technologies, the Company was among the first to commercialize multiple technologies, such as launching the world's first commercially available terminal intelligent processor IP product, the Cambricon 1A, and China's first high peak-performance cloud intelligent chip, the Siyuan 100. Through technological innovation and design optimization, the Company has continuously improved the performance, energy efficiency, and usability of its products, driving continuous enhancement of product competitiveness.
The Company has carried out a systematic intellectual property layout in the fields of intelligent chips and related areas to protect the core technologies it has developed. As of February 29, 2020, the Company has been granted 65 domestic and foreign patents (including 50 domestic patents and 15 foreign patents), and has filed 120 PCT patent applications.
With its rapid development in recent years, the Company has iteratively launched multiple intelligent chips and processor IP products, and has built a strong market reputation through excellent product performance, reliable product quality, and comprehensive technical support, with its industry recognition continuously rising. Since its establishment, the Company has received numerous honors: in December 2017, the Company received the "2018 Global Top 100 AI Companies" award from CB Insights, a globally renowned venture capital research institution; in November 2018, at the 20th China Hi-Tech Fair held in Shenzhen, three products — the Cambricon 1M processor, the Siyuan 100 intelligent chip, and the Siyuan 100 acceleration card — consecutively won the "Excellent Innovative Product Award" presented by the Hi-Tech Fair Organizing Committee; in the same month, the Company was again listed — following its first inclusion in 2017 — on the "EETimes Silicon 60: Startups to Watch" list selected by the renowned American authoritative semiconductor magazine EE Times; in June 2019, the Company was included in the "2019 Forbes China Most Innovative Companies List" published by the Chinese edition of Forbes magazine; in October 2019, the Siyuan 270 chip received the "World Internet Leading Technology Achievement Award" at the 6th World Internet Conference in Wuzhen.
The product portfolio the Company has launched covers cloud and edge intelligent chips and their acceleration cards, as well as terminal intelligent processor IPs, capable of meeting artificial intelligence computing needs of different scales across cloud, edge, and terminal environments. The Company's intelligent chips and processor products can efficiently support diverse artificial intelligence tasks such as machine vision (intelligent processing of images and video), speech processing (speech recognition and synthesis), natural language processing, and recommendation systems; they can also efficiently support multimodal artificial intelligence tasks that involve the collaborative integration of technologies such as vision, speech, and natural language processing, radiating across "intelligent+" industries including smart internet, intelligent manufacturing, intelligent transportation, intelligent education, smart finance, smart home, and smart healthcare. At the same time, the Company has developed a unified foundational system software platform for its cloud, edge, and terminal intelligent chips and processor products, completely breaking down the development barriers between cloud, edge, and terminal environments, enabling the same artificial intelligence application to run conveniently and efficiently across all of the Company's cloud, edge, and terminal products without cumbersome porting. The systematized cloud-edge-terminal intelligent chips and processor products, together with the fully unified foundational system software platform, can greatly accelerate the deployment of artificial intelligence applications across various scenarios and expedite the expansion of the Company's ecosystem.
With its leading research and development capabilities, reliable product quality, and excellent customer service, the Company has accumulated strong brand recognition and high-quality customer resources both domestically and internationally. Currently, the Company's products are widely used by well-known chip design companies, server manufacturers, and industrial companies, facilitating the intelligent upgrading of industries including internet, cloud computing, energy, education, finance, telecommunications, transportation, and healthcare, and supporting the rapid development of various small and medium-sized enterprises in the artificial intelligence industry. During the reporting period, the Company's principal business revenues were RMB 779.47 万元 (approximately RMB 7.7947 million), RMB 11,702.52 万元 (approximately RMB 117.0252 million), and RMB 44,390.69 万元 (approximately RMB 443.9069 million), respectively, with the scale of commercialization growing year by year.
The Company's mission is "to create value for customers and become a leader of the intelligent era through continuous innovation," with the vision of "enabling machines to better understand and serve humanity." The Company focuses on the field of artificial intelligence chips, providing customers with a series of artificial intelligence chip products and technical support services. In the future, the Company will build upon its core advantages and enhance its core technologies, integrating internal and external resources and driven by independent innovation to continuously promote enterprise development. Centering on computing power — the core driving force of artificial intelligence — and adhering to cloud-edge-terminal integration, the Company is dedicated to creating core chips for various intelligent cloud servers, intelligent terminals, and intelligent edge devices, aspiring to become an internationally leading artificial intelligence chip design company serving global customers.
Given that the integrated circuit design industry is talent-, technology-, and capital-intensive, and that industry development is driven by research and development, technological, and management capabilities, the Company closely monitors intelligent chip demand in both the Chinese and global markets. It formulates development strategies encompassing product definition, research and development planning, resource integration, outsourcing cooperation, and industrial chain collaboration, with the aim of further enhancing the Company's core research and development capabilities, product design capabilities, and market position to achieve high-speed development.
According to the Audit Report (Tianjian Audit [2020] No. 338) issued by Tianjian Certified Public Accountants, the Company's audited operating revenue for the year 2019 was RMB 44,393.85 万元 (approximately RMB 443.9385 million), which is no less than RMB 200 million. The Company's cumulative research and development investment over the most recent three years totaled RMB 81,301.91 万元 (approximately RMB 813.0191 million), representing 142.93% of the cumulative operating revenue over the most recent three years, which is no less than 15%. Based on the valuation corresponding to external equity transfers in the most recent year of the Issuer, as well as recent valuations of comparable companies in the domestic market, and based on a pre-assessment of the Issuer's market capitalization, it is estimated that the Issuer's total market capitalization after the offering will be no less than RMB 1.5 billion.
In summary, the Company meets and is subject to the listing standards set forth in Article 2.1.2, Paragraph (II) of the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules: an estimated market capitalization of no less than RMB 1.5 billion, operating revenue of no less than RMB 200 million in the most recent year, and cumulative research and development investment over the most recent three years accounting for no less than 15% of cumulative operating revenue over the most recent three years.
There are no special corporate governance arrangements or other important matters with respect to the Issuer's corporate governance.
The Company intends to publicly issue no more than 40,100,000 shares of RMB-denominated ordinary shares (A shares) in this offering, all of which will be used for projects related to the Company's principal business.
After deducting issuance expenses, the proceeds raised in this offering will be invested in the following projects:
| No. | Project Name | Total Investment Amount (万元) | Amount of Proceeds to be Used (万元) | Construction Period | |---|---|---|---|---| | 1 | Next-Generation Cloud Training Chip and System Project | 69,973.07 | 69,973.07 | 3 years | | 2 | Next-Generation Cloud Inference Chip and System Project | 60,016.97 | 60,016.97 | 3 years | | 3 | Next-Generation Edge-Side Artificial Intelligence Chip and System Project | 60,072.47 | 60,072.47 | 3 years | | 4 | Supplementary Working Capital | 90,000.00 | 90,000.00 | — | | **Total** | | **280,062.51** | **280,062.51** | |
For detailed information on the use of proceeds raised in this offering, please refer to "Section 9: Use of Proceeds and Future Development Plans" of this Prospectus.
| Item | Details | |---|---| | Type of Shares: | RMB-denominated ordinary shares (A Shares) | | Par Value per Share: | RMB 1.00 | | Offering Size: | No more than 40,100,000 shares (inclusive of 40,100,000 shares, and not less than 10% of the Company's total share capital after this offering, subject to the quantity approved upon registration by the China Securities Regulatory Commission) | | Percentage of Total Post-Offering Share Capital: | Not less than 10% | | Offering Price per Share: | 【】RMB | | Intended Participation of Sponsor's Related Subsidiaries in Strategic Placement: | The Sponsor will arrange relevant subsidiaries to participate in the strategic placement of this offering, in accordance with the relevant regulations of the Shanghai Stock Exchange. The Sponsor and its relevant subsidiaries will further clarify the specific plan for participating in the strategic placement of this offering as required, and submit relevant documents to the Shanghai Stock Exchange in accordance with regulations. | | Price-to-Earnings Ratio: | 【】times (earnings per share calculated based on the lower of audited net profit attributable to shareholders of the parent company for the year 【】, before and after deduction of non-recurring gains and losses, divided by the total share capital after this offering) | | Post-Offering Earnings per Share: | 【】RMB (calculated based on the lower of audited net profit attributable to shareholders of the parent company for the year 【】, before and after deduction of non-recurring gains and losses, divided by the total share capital after this offering) | | Pre-Offering Net Assets per Share: | RMB 12.10 (calculated based on the audited net assets attributable to shareholders of the parent company as of December 31, 2019, divided by the total share capital before this offering) | | Post-Offering Net Assets per Share: | 【】RMB (calculated based on the net assets attributable to the parent company after this offering divided by the total share capital after this offering, where the post-offering net assets attributable to the parent company is the sum of the audited net assets attributable to the parent company as of 【】year 【】month 【】day and the net proceeds from this offering) | | Price-to-Book Ratio: | 【】times (calculated by dividing the offering price per share by the post-offering net assets per share) | | Method of Offering: | This offering will be conducted through a combination of: targeted placement to strategic investors, offline bookbuilding to qualified investors, and online fixed-price offering to public investors holding non-restricted A shares and non-restricted depositary receipts in the Shanghai market. | | Target Subscribers: | Qualified offline investors and domestic natural persons, legal persons and other investors with accounts opened at the Shanghai Stock Exchange (except those prohibited by Chinese laws, administrative regulations, other applicable normative documents and other regulatory requirements applicable to the Company), or other parties as stipulated by the China Securities Regulatory Commission. | | Underwriting Method: | Firm commitment underwriting for the remainder | | Estimated Total and Net Proceeds: | Total proceeds from this offering are estimated not to exceed 【】亿元 (100 million RMB); after deduction of issuance expenses, the estimated net proceeds from the new share issuance are not to exceed 【】亿元 (100 million RMB). | | Estimated Issuance Expenses: | Total issuance expenses for this offering amount to 【】万元 (10,000 RMB), including: underwriting and sponsorship fees 【】万元, legal fees 【】万元, audit and capital verification fees 【】万元, issuance handling fees and others 【】万元. | | Proposed Listing Exchange and Board: | STAR Market of the Shanghai Stock Exchange |
| Item | Details | |---|---| | English Name: | Cambricon Technologies Corporation Limited | | Legal Representative: | Chen Tianshi (陈天石) | | Registered Address: | Room 1601, 16th Floor, Tower D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | | Telephone: | 010-83030796-8025 | | Fax: | 010-83030796-8024 | | Board Secretary: | Ye Haoyin (叶淏尹) |
| Item | Details | |---|---| | Legal Representative: | Zhang Youjun (张佑君) | | Registered Address: | North Tower, Excellence Times Square (Phase II), No. 8 Central Third Road, Futian District, Shenzhen, Guangdong Province | | Telephone: | 010-6083 3093 | | Fax: | 010-6083 6960 | | Sponsor Representatives: | Peng Jie (彭捷), Wang Bin (王彬) | | Project Coordinator: | (not listed) | | Project Handlers: | Huang Xinyan (黄新炎), Chen Li (陈力), Cao Wenwei (曹文伟), Hou Lixiang (侯理想), Dai Huiming (戴晦明), Han Xu (韩煦), Li Jianghao (李江昊) |
| Item | Details | |---|---| | Legal Representative: | Shen Rujun (沈如军) | | Registered Address: | Floors 27 and 28, Tower 2, China World Trade Center, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing | | Telephone: | 010-6505 1166 |
| Item | Details | |---|---| | Fax: | 010-6505 1156 | | Project Handlers: | Long Liang (龙亮), Zhang Zhihao (章志皓), Gao Shu (高书), Pan Nianou (潘念欧), Ai Yu (艾雨), Yang Zhibo (杨智博), Liang Qingyang (梁庆扬), Xiong Yanshen (熊延深) |
| Item | Details | |---|---| | Legal Representative: | He Qing (贺青) | | Registered Address: | No. 618 Shangcheng Road, China (Shanghai) Pilot Free Trade Zone, Pudong New Area | | Telephone: | 021-3867 4904 | | Fax: | 021-3867 4904 | | Project Handlers: | Xun Guoliang (寻国良), Chen Ze (陈泽), Lin Tao (林韬) |
| Item | Details | |---|---| | Legal Representative: | Wang Lianzhi (王连志) | | Registered Address: | Floors 35 and Unit A02, Floor 28, Alliance Building, No. 4018 Jintian Road, Futian District, Shenzhen | | Telephone: | 021-3508 2362 | | Fax: | 021-3508 2539 | | Project Handlers: | Xiao Jiangbo (肖江波), Yang Xiangrong (杨祥榕), Sun Sushu (孙素淑), Guo Jianbing (郭建兵), Tang Bin (唐斌), Zhang Yiting (张怡婷) |
| Item | Details | |---|---| | Managing Partner: | Zhang Xuebing (张学兵) | | Firm Address: | Floors 28/31/33/36/37, SK Tower, No. Jia 6 Jianguomenwai Avenue, Chaoyang District, Beijing | | Telephone: | 010-5957 2288 | | Fax: | 010-5957 2323 | | Handling Attorneys: | Yang Kaiguang (杨开广), Tian Yaxiong (田雅雄), Xu Jingying (许晶迎) |
(VII) Accounting Firm / Capital Verification Institution / Capital Verification Review Institution: TianJian Accounting Firm (Special General Partnership) (天健会计师事务所（特殊普通合伙）)
| Item | Details | |---|---| | Head of Accounting Firm: | Wang Yuehao (王越豪) | | Address: | Tower B, China Resources Building, No. 1366 Qianjiang Road, Jianggan District, Hangzhou, Zhejiang Province | | Telephone: | 0571-8821 6888 | | Fax: | 0571-8821 6999 | | Handling Certified Public Accountants: | Wu Yixin (吴懿忻), Xia Junjun (夏均军) |
| Item | Details | |---|---| | Legal Representative: | Zhang Hongxin (张宏新) | | Address: | A1, Floor 17, Guoxing Building, No. 22 Shoutinan Road, Haidian District, Beijing | | Telephone: | 010-8835 7080 | | Fax: | 010-8835 7169 | | Handling Asset Appraisers: | Tang Zhicheng (汤志成), Wang Jihong (王继红) |
| Item | Details | |---|---| | Managing Partner: | An Gang (安钢) | | Address: | Room 601, Scitech Tower, No. 21 Jianguomenwai Avenue, Chaoyang District, Beijing | | Telephone: | 010-6514 2061 | | Fax: | 010-8511 0955 | | Handling Attorneys: | Wang Meng (王猛), Zhou Jing (周静) |
(X) Share Registration Institution: China Securities Depository and Clearing Corporation Limited, Shanghai Branch (中国证券登记结算有限责任公司上海分公司)
| Item | Details | |---|---| | Business Address: | No. 166 Lujiazui East Road, China (Shanghai) Pilot Free Trade Zone | | Telephone: | 021-5870 8888 | | Fax: | 021-5889 9400 |
| Item | Details | |---|---| | Account Bank: | CITIC Bank Beijing Ruicheng Center Sub-branch (中信银行北京瑞城中心支行) |
| Item | Details | |---|---| | Proposed Listing Exchange: | Shanghai Stock Exchange (上海证券交易所) | | Address: | Securities Building, No. 528 Pudong South Road, Shanghai | | Telephone: | 021-6880 8888 | | Fax: | 021-6880 4868 |
As of the date of signing of this Prospectus, Jinshi Yinyi (金石银翼) directly holds 4,285,500 shares of the Issuer (representing a pre-offering shareholding ratio of 1.19%). The general partner of Jinshi Yinyi, Jinshi Investment Co., Ltd. (金石投资有限公司), is a wholly-owned subsidiary of CITIC Securities, the Sponsor and Lead Underwriter of this offering. CITIC Industry Investment Group Co., Ltd. (中信兴业投资集团有限公司) holds an 8.33% interest in Ningbo Hangao (宁波瀚高), which holds 12,339,100 shares of the Issuer (representing a pre-offering shareholding ratio of 3.43%). CITIC Industry Investment Group Co., Ltd. is a wholly-owned subsidiary of China CITIC Co., Ltd. (中国中信有限公司), which holds 15.47% of the equity in CITIC Securities, the Sponsor and Lead Underwriter of this offering.
Zhongjin Haomo (中金澔镆) directly holds 4,285,500 shares of the Issuer (representing a pre-offering shareholding ratio of 1.19%). The limited partners of Zhongjin Haomo — Xiamen Zhongjin Yingrun Equity Investment Fund Partnership (厦门中金盈润股权投资基金合伙企业), Xiamen Zhongjin Shunshang Equity Investment Fund Partnership (Limited Partnership) (厦门中金顺商股权投资基金合伙企业（有限合伙）), and Ningbo Meishan Bonded Port Area Zhongjin Haochen Equity Investment Partnership (Limited Partnership) (宁波梅山保税港区中金澔晨股权投资合伙企业（有限合伙）) — are all funds managed by CICC Capital Management Co., Ltd. (中金资本运营有限公司), a wholly-owned subsidiary of China International Capital Corporation Limited (中国国际金融股份有限公司), the Joint Lead Underwriter of this offering. The limited partner of Zhongjin Haomo, Zhongjin Qizhi (Shanghai) Equity Investment Center (Limited Partnership) (中金祺智（上海）股权投资中心（有限合伙）), is a fund managed by Zhongjin Ruide (Shanghai) Equity Investment Management Co., Ltd. (中金瑞德（上海）股权投资管理有限公司), a subsidiary of CICC Capital Management Co., Ltd. (中金资本运营有限公司), which is a wholly-owned subsidiary of China International Capital Corporation Limited. The limited partner of Zhongjin Haomo, Beijing Zhongguancun Internet Finance Innovation Equity Investment Fund (Limited Partnership) (北京中关村互金创新股权投资基金（有限合伙）), is a fund managed by Zhongjin Jiazi (Beijing) Investment Co., Ltd. (中金甲子（北京）投资有限公司), a subsidiary of CICC Capital Management Co., Ltd. (中金资本运营有限公司), which is a wholly-owned subsidiary of China International Capital Corporation Limited.
Apart from the above, there are no direct or indirect equity relationships or other interest relationships between the Company and the intermediaries of this offering. The principals, senior management, and handling personnel of each intermediary do not hold shares in the Company and have no other interest relationships with the Company.
| Item | Date | |---|---| | Date of Publication of Offering Announcement: | 【】year 【】month 【】day | | Date of Commencement of Bookbuilding and Roadshow: | 【】year 【】month 【】day | | Date of Publication of Pricing Announcement: | 【】year 【】month 【】day | | Subscription Date and Payment Date: | 【】year 【】month 【】day | | Stock Listing Date: | 【】year 【】month 【】day |
1. Risk that the Company's short operating history, evolving business structure and business model give rise to uncertainty regarding its continued operations and future development prospects
Since its establishment in March 2016, the Company has been focused on the development of various types of artificial intelligence chip products and has been growing rapidly. During the reporting period, the Company's business scale grew rapidly, with operating revenue increasing from RMB 7,843,300 (784.33万元) in 2017 to RMB 443,938,500 (44,393.85万元) in 2019. At the same time, the Company's business structure underwent significant changes during the reporting period: in 2017 and 2018, the vast majority of the Company's principal business revenue consisted of terminal intelligent processor IP licensing revenue, while in 2019, the vast majority of the Company's principal business revenue consisted of cloud intelligent chip and accelerator card business revenue and intelligent computing cluster system business revenue. On one hand, the Company has a relatively short operating history and its business structure and business model are still evolving; on the other hand, artificial intelligence chip technology is still in the early stages of development, and the Company will continue to launch new products and operate new businesses related to artificial intelligence chips in the future. Therefore, the Company's product structure, customer structure, business structure, and business model may still undergo significant changes in the future. The Company's current product, business structure, and business model all carry a degree of uncertainty. If the Company is unable to establish a core product portfolio, business layout, and business model with strong competitiveness in the future, the Company will face the risk of being unable to continue operations and having significant uncertainty regarding its future development prospects.
2. Risk of uncertainty regarding continued operations and future development prospects arising from the Company's operating performance
During the reporting period, terminal intelligent processor IP licensing, cloud intelligent chip and accelerator cards, and intelligent computing cluster systems were the main sources of the Company's revenue. It is anticipated that edge intelligent chip and accelerator card products will achieve large-scale sales in 2020. However, continued substantial R&D investment has resulted in the Company being in a state of sustained losses. The Company expects that its operating revenue for the first half of 2020 will decline slightly compared to the same period of the prior year, primarily due to a significant year-on-year decrease in terminal intelligent processor IP licensing revenue received from HiSilicon (华为海思), as well as the impact of the COVID-19 pandemic. For the full year 2020, the Company expects operating revenue to maintain a year-on-year growth trend; however, the Company's business expansion and revenue growth are affected by multiple factors including industry policies, the international political and economic environment, domestic macroeconomic conditions, the Company's market development efforts, market competition, the pace of new product launches, the comparative advantages of new products, and the execution of orders on hand. Therefore, if these factors develop adversely, the Company may face a situation where its accumulated unrecovered losses further expand, which would adversely affect the Company's business expansion, revenue growth, and prospects for continued operations and future development.
During the reporting period, the Company's IP licensing revenue was primarily derived from two terminal intelligent processor IP products: Cambricon 1A (寒武纪1A) and Cambricon 1H (寒武纪1H). From 2017 to 2019, the Company's terminal intelligent processor IP licensing business revenue was RMB 7,712,700 (771.27万元), RMB 116,662,100 (11,666.21万元), and RMB 68,771,200 (6,877.12万元), respectively, accounting for 98.95%, 99.69%, and 15.49% of principal business revenue, respectively. Of these amounts, the Company's sales to HiSilicon from its terminal intelligent processor IP licensing business were RMB 7,712,700 (771.27万元), RMB 114,256,400 (11,425.64万元), and RMB 63,658,000 (6,365.80万元), representing 100.00%, 97.94%, and 92.56% of the Company's terminal intelligent processor IP licensing business sales revenue, respectively. The 41.23% year-on-year decline in terminal intelligent processor IP licensing business revenue in 2019 compared to 2018 was primarily due to HiSilicon's decision to develop its own terminal intelligent chips without continuing its cooperation with the Company. Since the Company has not continued to reach new cooperation agreements with HiSilicon, it will be difficult for the Company to develop large customers of equivalent business volume in the short term, and therefore the Company's terminal intelligent processor IP licensing business revenue will continue to decline in 2020.
Since 2018, HiSilicon has chosen to independently develop artificial intelligence chips and has launched multiple products. In the future, HiSilicon and its parent company will be in direct competition with the Company across the terminal, cloud, and edge artificial intelligence chip product segments. Since HiSilicon and its parent company are nationally renowned technology group companies, their decision to independently develop artificial intelligence chip products has caused a significant decline in the Company's IP licensing business revenue and has also intensified market competition. The sustained growth of the Company's future IP licensing business depends on whether it can successfully develop new customers and maintain cooperation with existing customers, as well as on whether the processor IPs the Company currently owns and will develop in the future can meet customer needs in terms of performance and functionality. If the above conditions cannot be met, the Company's IP licensing services face the risk of being unable to develop sustainably.
2. Risk that market demand for intelligent processor IPs is relatively limited and that market competition may intensify
On one hand, due to the substantial investment in R&D funding and talent required, there are relatively few domestic manufacturers developing mid-to-high-end terminal intelligent chips, among which only a small number of manufacturers have achieved large-scale external shipments. During the reporting period, aside from HiSilicon, the sales scale to the Company's other IP licensing customers was relatively small. Since HiSilicon has chosen to develop its own terminal intelligent chips, the Company currently has a relatively small number and value of IP licensing orders on hand. Since the vast majority of products from well-known domestic smartphone manufacturers currently use mature mobile chip products and solutions, and have not yet commercially deployed their independently developed SoC chips at scale, such manufacturers do not have short-term demand for large-scale procurement of the Company's processor IP products. Constrained by the inherent limitations in the development of downstream intelligent terminal products, most SoC chip manufacturers do not yet have large-scale demand for processor IP cores with 8TOPS-level computing capability. Therefore, at the current stage, the market demand for the Company's intelligent processor IPs is relatively limited.
On the other hand, as artificial intelligence applications develop and the demand for artificial intelligence computing power continues to increase, integrated
Circuit giants NVIDIA, Intel, Qualcomm, MediaTek, and HiSilicon have all invested substantial resources in the research and development or acquisition of intelligent chips; the entry of integrated circuit industry IP giant ARM has also intensified competition in the terminal intelligent processor IP market, further squeezing the potential market space for IP licensing business, and the company faces significant competitive pressure.
If the market demand for intelligent processor IP fails to grow significantly in the future, or if market competition intensifies further, the company's IP licensing services face the risk of being unable to sustain continued development.
(III) Risks Related to Related-Party Transactions and Customer Expansion in the Cloud Intelligent Chip and Accelerator Card Business
1. Risk of High Proportion of Sales to Related Party Cambricon (中科曙光) in the Cloud Intelligent Chip and Accelerator Card Business and Risk of Continued Transactions in the Future
In 2019, the company's cloud intelligent chip and accelerator card sales revenue was RMB 78.8824 million (万元), of which RMB 63.8443 million (万元) was from sales of accelerator cards to related party Cambricon (中科曙光), representing a related-party sales proportion of 80.94%, which is relatively high. The procurement amount from related party Cambricon (中科曙光) has a significant impact on the company's cloud intelligent chip and accelerator card business sales. If Cambricon (中科曙光) does not continue to make large-scale purchases of the company's cloud intelligent chip and accelerator card products in the future, and if the company fails to timely expand non-related-party customers for such products, the company's cloud intelligent chip and accelerator card business faces the risk of a high proportion of related-party transactions and a potentially significant decline in sales revenue.
2. Risk of Customer Expansion Challenges and Business Continuity Risks Such as Revenue Decline Potentially Faced Due to Small Procurement Amounts from Other Major Server Manufacturers Besides Cambricon (中科曙光)
Apart from related party Cambricon (中科曙光), in 2019 the procurement quantities and amounts from the company's other cloud intelligent chip and accelerator card customers were relatively small. In 2019, the company's non-related-party major customers for cloud intelligent chip and accelerator card business included Jiangsu Hengheitong Intelligent Technology Co., Ltd. (江苏恒瑞通智能科技有限公司), Inspur Electronic Information Industry Co., Ltd. (浪潮电子信息产业股份有限公司), and Beijing Kingsoft Cloud Network Technology Co., Ltd. (北京金山云网络技术有限公司), with total sales of RMB 15.0381 million (万元), representing a sales proportion of 19.06%. The company is currently vigorously expanding its cloud intelligent chip and accelerator card customer base; however, before customers purchase cloud intelligent chip and accelerator card products, they need to conduct lengthy certification, testing, adaptation, and porting of such products to confirm their actual performance and operational stability. Therefore, expanding new customers requires a certain time cycle and upfront technical service investment, and the company faces the risk that customer expansion may fall short of expectations. At the same time, from the perspective of market space, NVIDIA's V100 currently holds an absolute dominant position in the market, and the company's Siyuan 290 product is expected to generate scaled revenue in 2021. From the perspective of market competition, NVIDIA released A100, the next-generation product after V100, on May 14, 2020, with all indicators significantly improved over the V100, directly competing with the company's Siyuan 290 product. The A100 and Siyuan 290 have overlapping customer introduction timelines, and the customer introduction of Siyuan 290 may be affected. If the company is unable to expand customers with significant demand for the company's cloud intelligent chip and accelerator card products in the future, the company will face the risk of a decline in cloud intelligent chip and accelerator card business revenue.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
The main competing products for Siyuan 290 in the market include NVIDIA's A100 and V100 GPUs, as well as HiSilicon's (华为海思) Ascend 910 intelligent chip. In terms of customer introduction, NVIDIA's V100 and A100 as well as HiSilicon's Ascend 910 may begin customer introduction earlier; in terms of sales networks, the company was established for a relatively short period, the sales network has not yet been fully deployed, the sales team still needs to be improved, and the scale of business coverage and customer coverage areas need to be further expanded, while NVIDIA and HiSilicon both have relatively mature and well-established sales networks; in terms of software ecosystem, NVIDIA has formed a relatively well-developed software ecosystem through its long-accumulated experience and product promotion, users have a high acceptance of its products and have formed certain user habits, and the company's basic system software platform Cambricon Neuware still has a certain gap in ecosystem completeness compared to NVIDIA. The company's Siyuan 290 faces the risk that future market promotion and customer development may fall short of expectations.
The company's Siyuan 220 edge intelligent chip and corresponding M.2 accelerator card were officially released in November 2019. As of the date of signing of this prospectus, the company's edge intelligent chip and accelerator card products have signed sales contracts with some customers, while some customers are in the sample submission and testing stage. The company expects to achieve scaled shipments within 2020. The company's edge intelligent chip business development plan is affected by the specific progress of product testing, system optimization, customer promotion and other work. If the relevant work and promotion plans fall short of expectations, the company will face the risk that the sales plan for edge intelligent chip and accelerator card products may be difficult to achieve, and there is uncertainty regarding the conduct and continued operation of this business.
In 2019, the company's intelligent computing cluster system business revenue was mainly derived from intelligent computing cluster system projects carried out with the Bureau of Commerce of the Zhuhai Hengqin New Area Management Committee (珠海市横琴新区管理委员会商务局) and Xi'an Fengdong Yixiang Technology Service Co., Ltd. (西安沣东仪享科技服务有限公司), with such projects accounting for 97.29% of the company's intelligent computing cluster system business revenue. As of the date of signing of this prospectus, the company's on-hand orders for intelligent computing cluster systems include the second batch of supply of hardware equipment and licensed software for the Hengqin Advanced Intelligent Computing Platform (Phase II), with a contract amount of RMB 185.7066 million (万元) (excluding tax). Due to the impact of the completion time of related facilities such as newly constructed data centers, there is a risk that this order may not be executed on schedule. Apart from this order, the company currently has no other on-hand orders for intelligent computing cluster system business. The core of the company's intelligent computing cluster system business is the company's independently developed cloud intelligent chips and software systems, which have strong independent operating capabilities. The company's intelligent computing cluster system business depends on downstream customers' demand for artificial intelligence computing power. If downstream customers' demand for the construction of artificial intelligence data centers slows down,
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
the company's intelligent computing cluster system business will face obstacles to commercialization progress and sustainability risks in the future.
As a startup enterprise engaged in the research and development, design, and sales of core artificial intelligence chips, the company has established an integrated cloud-edge-terminal basic system software platform combining training and inference, and a new artificial intelligence ecosystem based on Cambricon products. The company's terminal intelligent processor IP is mainly applied in intelligent terminal devices in the form of licensing; cloud intelligent chips and accelerator cards are mainly applied in various cloud servers or data centers in the form of physical chips or accelerator cards; and current major customers for edge intelligent chips and accelerator cards include artificial intelligence industry customers and internet companies. The execution of orders for these three types of products is related to the normal production and sales of downstream customers' products. The company's intelligent computing cluster system business major orders are sourced from certain local data centers, industry enterprises, and scientific research institutions. Affected by the COVID-19 epidemic, as well as factors including industry policies, the international political and economic environment, the domestic macroeconomic situation, new product performance, and the production and sales of downstream customers' products, if the company's on-hand orders are not executed on schedule, or customers who have signed framework agreements with the company fail to place orders with the company on schedule, or customers who are in intensive business communication with the company fail to sign contracts and place orders on schedule, or such contracts or orders fail to be converted into revenue on schedule, then there is a risk that the company's projected 2020 sales revenue may not be achieved on schedule.
In recent years, as artificial intelligence applications and algorithms have gradually become more widespread, artificial intelligence chips have attracted significant attention from several leading integrated circuit enterprises, and this field has also become a key area of focus for several startup integrated circuit design companies. For example, Intel has acquired multiple artificial intelligence chip startup companies; Qualcomm and MediaTek have successively launched independently developed SoC chip products with artificial intelligence processing capabilities; and among domestic enterprises, HiSilicon (华为海思) and other chip design companies are increasingly entering this market. Overall, artificial intelligence chip technology is still in its early stage of development, with an accelerating pace of technological iteration, and the technological development path is still being explored, with no architecture and system ecosystem having yet formed an absolute advantage. As more and more manufacturers launch artificial intelligence chip products, market competition in this field is becoming increasingly fierce. Currently, NVIDIA still holds an absolute advantage in the field of artificial intelligence chips, and companies such as Intel, HiSilicon (华为海思), AMD, and ARM also have strong competitiveness in this field.
Currently, apart from Cambricon (寒武纪), manufacturers providing terminal intelligent processor IP mainly include the UK's ARM, Israel's CEVA, and the US's Cadence; in the cloud intelligent computing market and edge intelligent computing market, market share is currently mainly held by NVIDIA and other enterprises; in the intelligent computing cluster system market, clusters based on NVIDIA GPU products hold a dominant market position. Compared with integrated circuit industry giants such as NVIDIA, the company faces certain competitive disadvantages. In terms of industrial chain ecosystem architecture, the company's independently developed basic system software platform still has a certain gap in ecosystem completeness compared to NVIDIA; in terms of product commercialization capability, because the company was established for a relatively short period, the sales network has not yet been fully
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
deployed, and the scale of business coverage and customer coverage areas need to be further expanded.
In the future, if the progress and results of the company's core technology upgrades and iterations fail to meet expectations, causing the technology level to fall behind the industry's upgrade and replacement pace, or if the direction of the company's core technology development fails to match the future industry requirements for artificial intelligence chips, this will affect the company's product competitiveness and cause it to miss market development opportunities, adversely affecting the company's future business development. If the company is unable to implement effective countermeasures in the future to timely remedy its competitive disadvantages, it may face adverse situations such as major product sales falling short of expectations, declining product gross margins, difficulty in generating significant scaled revenue from the company's various types of products, and long-term difficulty in achieving profitability, and the company's competitive position, market share, and profit levels will be adversely affected by market competition.
In 2017, 2018, and 2019, the total sales amounts to the company's top five customers as a proportion of operating revenue were 100.00%, 99.95%, and 95.44%, respectively, reflecting a high degree of customer concentration. If the company's major customers significantly reduce their procurement of the company's products, or if the company fails to continue to maintain cooperative relationships with major customers, this will have a significant adverse impact on the company's performance. In addition, the company faces business development pressure in expanding new customers, and if new customer expansion falls short of expectations, it will also have a material adverse impact on the company's profitability level.
The company operates under the Fabless model, and its suppliers include IP licensing vendors, server manufacturers, wafer foundries, and packaging and testing factories. During the reporting period, the company procured chip IP, EDA tools, wafers, and other electronic components through agents, and the company has maintained stable cooperative relationships with major suppliers. From 2017 to 2019, the total procurement amounts from the company's top five direct suppliers were RMB 14.2228 million (万元), RMB 203.1549 million (万元), and RMB 362.7117 million (万元), respectively, accounting for 92.64%, 82.53%, and 66.49% of the total procurement for the same periods, respectively, which are relatively high proportions. Among these, wafers are mainly procured from TSMC (台积电), chip IP and EDA tools are mainly procured from Cadence, Synopsys, and ARM, and packaging and testing services are mainly procured from ASE (日月光), Amkor, and JCET (长电科技), with procurement being relatively concentrated. Due to the high degree of professional specialization and technical barriers in the integrated circuit field, the products of certain suppliers have scarcity and exclusivity; if cooperative relationships with them cannot be maintained, the company would find it difficult to switch to new suppliers at low cost in a short period of time. In addition, if suppliers experience adverse changes in business operations, capacity constraints, or strained cooperative relationships in the future, or are unable to continue business cooperation with the company due to other force majeure factors, this will have an adverse impact on the company's production and operations.
According to IC Insights statistics, global integrated circuit design industry sales grew from USD 43.8 billion in 2008 to
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
USD 113.9 billion in 2018, with a compound annual growth rate of approximately 10.03%. If industry growth trends slow or the industry experiences negative growth in the future, situations such as intensified competition in the existing market and declining product demand may emerge, leading to a decrease in sales revenue for industry participants. In addition, if the growth of downstream artificial intelligence-related applications and computing power demand slows, it may lead to a decrease in terminal customers' demand for the company's products, and such adverse changes could directly affect the company's business revenue, thereby adversely affecting the company's operations.
Integrated circuit design enterprises have a high degree of dependence on research and development personnel. A high-quality research and development team is an important component of the company's core competitiveness, and is also the foundation and key to the company's survival and development. A stable team of research and development staff and technical personnel is an important factor for the company to continuously carry out technological innovation and maintain competitive advantages in the market. As of December 31, 2019, the company had 680 research and development personnel, accounting for 79.25% of total employees; personnel with master's degrees or above numbered 546, accounting for 63.64% of total employees. In the future, if various circumstances cause the company's compensation policies and levels to be uncompetitive and unattractive within the industry, it will be difficult to attract more high-end technical talent, and may even lead to mass attrition of existing research and development personnel, which will have an adverse impact on the company's operations.
The quality of the company's products is the foundation for maintaining market competitiveness. The company has established and implemented a relatively comprehensive quality control system; however, due to the high complexity of the company's intelligent chip and accelerator card products, the company cannot completely avoid product quality defects. If the company's product quality has defects or fails to meet customers' quality requirements, the company may need to bear corresponding liability for compensation and may adversely affect the company's operating performance and financial condition; at the same time, the company's product quality issues may also have a negative impact on the company's brand image, customer relationships, and other areas, which is unfavorable to the company's business operations and development.
Intelligent chip research and development requires substantial capital expenditure. In 2017, 2018, and 2019, the net profit attributable to ordinary shareholders of the parent company was RMB -380.7004 million (万元), RMB -41.0465 million (万元), and RMB -1,178.9856 million (万元), respectively; the net profit attributable to ordinary shareholders of the parent company after deducting non-recurring gains and losses was RMB -28.8607 million (万元), RMB -171.9150 million (万元), and RMB -376.7331 million (万元), respectively. During the reporting period, the primary reasons for the company's sustained losses are its large research and development expenditures, the fact that its products are still in the market expansion stage, and the large amount of share-based payment accrued for equity incentives during the reporting period. For a period of time in the future, the company will continue to incur losses and will face the following potential risks:
1. The company may be adversely affected in terms of its financial condition, research and development investment, business expansion, talent acquisition, team stability, and other areas
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
Before generating sales revenue from AI chip products, the Company needs to invest substantial resources in completing product research and development, promotion, and sales. The Company will continue to invest significant capital in the promotion of existing products and the development of new products, and will need to obtain further funds through other financing channels. As of the date of signing of this Prospectus, the Company's working capital is dependent on external financing. If the expenditures required for business operations and development exceed the external financing available, this will place pressure on the Company's financial position.
If the Company's operating activities are unable to maintain sufficient cash flow, the progress of the Company's existing projects under development may be affected and consequently delayed, and the market promotion of existing products will also be affected, which is unfavorable to the Company's business expansion. This may also result in the Company's failure to perform its contractual obligations in a normal manner, and may have a material adverse effect on the Company's business prospects, financial condition, and operating results.
Pressure on the Company's financial position will affect the payment and growth of employee compensation, thereby affecting the Company's future talent acquisition and the stability of its existing team, which may impede the achievement of the Company's R&D and commercialization objectives, and impair the Company's ability to successfully implement its business strategy.
The generation of the Company's future sales revenue depends primarily on factors such as the market promotion and sales of the Company's products. The Company's continuous losses may result in the Company's financial position being unable to meet its own needs in product R&D, market promotion, and sales, which may in turn cause future sales revenue growth to fall short of expectations. The Company will continue to invest in product R&D, market promotion, and sales. If the Company's revenue fails to grow as planned, it may lead to a further increase in losses.
3. The Company cannot guarantee profitability within the next few years, and the Company may also face the risk of delisting after listing
The Company will continue to make large-scale R&D investments in the next few years, and the unprofitable state may persist after listing. If after listing the Company triggers the financial conditions set forth in Article 12.4.2 of the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules — namely, that the net profit before and after deducting non-recurring gains and losses as audited (including amounts subject to retrospective restatement) is negative and operating revenue (including amounts subject to retrospective restatement) is below RMB 100 million (1亿元), or the audited net assets (including amounts subject to retrospective restatement) are negative — this may cause the Company to trigger delisting conditions. Furthermore, pursuant to the Measures for the Ongoing Supervision of Listed Companies on the Science and Technology Innovation Board (Trial), if the Company reaches the standard for termination of listing, the Company's shares will be directly terminated from listing, and the procedures for suspension of listing, resumption of listing, and relisting will no longer apply.
As of December 31, 2019, the Company's accumulated undistributed profit was -854,637,000 yuan (RMB -85,463.70万元). As of the date of signing of this Prospectus, the Company's products are still in the market expansion stage and R&D expenditures are substantial. Therefore, the Company may, within a certain period in the future,
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
be unable to achieve profitability, and the Company's accumulated unrecovered losses will continue to be negative, making profit distribution impossible. The amount of the Company's future net losses will depend on the Company's ability to generate revenue, the number of R&D projects, and the level of investment, among other factors. Even if the Company is able to achieve profitability in the future, it may not be able to maintain sustained profitability. It is anticipated that after the initial public offering and listing, the Company will be unable to pay cash dividends in the short term, which will have a certain degree of adverse impact on shareholders' investment returns.
(I) Risk that the Company's cooperation with the Institute of Computing Technology of the Chinese Academy of Sciences (中科院计算所) may have an adverse impact on the Company's future operations
1. Risk that the Company has failed to develop more effective market development and customer expansion capabilities
The Institute of Computing Technology of the Chinese Academy of Sciences (中科院计算所) and the Administrative Committee of Hengqin New Area of Zhuhai (珠海横琴新区管委会) previously signed a cooperation agreement regarding the Hengqin Advanced Intelligent Computing Platform project. The Hengqin Advanced Intelligent Computing Platform (Phase I) was financed and constructed by the Chinese Academy of Sciences, while the Hengqin Advanced Intelligent Computing Platform (Phase II) was financed and constructed by the Hengqin New Area. The Company obtained the Hengqin Advanced Intelligent Computing Platform (Phase II) project through single-source procurement from the Business Bureau of the Hengqin New Area Administrative Committee. In the Hengqin Advanced Intelligent Computing Platform (Phase I) project, the Company sold RMB 63,448,300 (6,344.83万元) to Sugon (中科曙光), the general integrator of the project. In the Hengqin Intelligent Computing Platform (Phase II) project, the Company has recognized revenue of RMB 207,083,500 (20,708.35万元). In 2019, the revenue related to the Hengqin Advanced Intelligent Computing Platform project (including Phase I and Phase II) accounted for 60.94% of the Company's operating revenue for 2019. In the future, if the Company fails to develop more effective market development and customer expansion capabilities, it will have a certain adverse impact on the Company's operations.
2. Risk of technology licensing by the Institute of Computing Technology of the Chinese Academy of Sciences and the Company's commissioned R&D with the Institute of Computing Technology of the Chinese Academy of Sciences
Pursuant to the Intellectual Property License Agreement signed between the Company and the Institute of Computing Technology of the Chinese Academy of Sciences (中科院计算所), the Institute of Computing Technology of the Chinese Academy of Sciences grants the Company an exclusive license to use, on a permanent basis, the ownership and usage rights to technology patents legally owned by it relating to "intelligent processors and related hardware and software systems" and similar technologies. The patents licensed to the Company by the Institute of Computing Technology of the Chinese Academy of Sciences do not involve the Company's core technologies. The Company has used the "processor data transmission mechanism" patents licensed by the Institute of Computing Technology of the Chinese Academy of Sciences in the Cambricon 1A (寒武纪1A) and Cambricon 1H (寒武纪1H) terminal intelligent processor IP products and the MLU100 (思元100) cloud-based intelligent chip and accelerator card products. Apart from the aforementioned patents, the Company has not used any other categories of patents licensed by the Institute of Computing Technology of the Chinese Academy of Sciences in its products. The Company previously commissioned the Institute of Computing Technology of the Chinese Academy of Sciences to participate in the development of code related to the BANG language. The Company played a leading role in the R&D process of the BANG language project, and has continued to develop, upgrade, and iterate the BANG language and related toolchain components in subsequent work. Pursuant to the Commissioned Development Agreement, the Company is entitled to use all development results provided by the Institute of Computing Technology of the Chinese Academy of Sciences and is entitled to apply such development results to the Company's commercial purposes. In the future, if changes occur in the cooperation between the Company and the Institute of Computing Technology of the Chinese Academy of Sciences — such as the Institute of Computing Technology of the Chinese Academy of Sciences terminating its technology licensing to the Company, or the progress of projects commissioned to the Institute of Computing Technology of the Chinese Academy of Sciences for R&D falling short of expectations — this will have a certain adverse impact on the Company's operations.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
3. Risk of part-time employment at the Company by certain incumbent personnel of the Institute of Computing Technology of the Chinese Academy of Sciences
There are cases where certain incumbent personnel of the Institute of Computing Technology of the Chinese Academy of Sciences (中科院计算所) hold part-time positions at the Company. As of the end of 2019, the proportion of incumbent personnel from the Institute of Computing Technology of the Chinese Academy of Sciences working part-time at the Company to all R&D personnel of the Company was approximately 3.97%, which is a relatively small proportion. As of the date of signing of this Prospectus, such incumbent personnel of the Institute of Computing Technology of the Chinese Academy of Sciences are primarily engaged in R&D work at the Company, and none of the aforementioned part-time personnel hold key positions such as director, supervisor, senior management personnel, or core technical personnel of the Company. In the future, if changes occur in the cooperation between the Company and the Institute of Computing Technology of the Chinese Academy of Sciences, resulting in the departure of the incumbent personnel of the Institute of Computing Technology of the Chinese Academy of Sciences who hold part-time positions at the Company, this will have a certain adverse impact on the Company's operations.
Integrated circuit design companies are required to continuously invest substantial capital and personnel in the upgrading and updating of existing products and in the development of new products in order to adapt to constantly changing market demands. Since AI chips belong to a cutting-edge technology field, the progress and outcomes of R&D projects involve a relatively high degree of uncertainty. In addition, the process of commercializing and marketing the Company's technological achievements will also involve uncertainty. If the Company fails to make correct judgments regarding its R&D direction in the future, if key technologies cannot be achieved during the R&D process, if performance targets are not met, or if the products developed fail to receive market recognition, the Company will face the risk that early-stage R&D investments may be difficult to recoup and projected returns may be difficult to achieve, thereby having an adverse impact on the Company's performance.
The integrated circuit design industry is a typical technology-intensive industry, and core technologies are a powerful guarantee for the Company to maintain its competitive advantage. Currently, a number of the Company's products and technologies are in the R&D stage, and the stability of core technical personnel and the confidentiality of core technologies are particularly important to the Company's development. If the Company's core technologies are leaked during its operations due to inadequate safekeeping of core technical information, the departure of core technical personnel, or other reasons, this will have an adverse impact on the Company's business development and the progress of its R&D work.
As a technology innovation enterprise, the Company's intellectual property portfolio is a key factor in achieving competitive advantage and sustainable development. As of February 29, 2020, the Company has been granted a total of 65 authorized patents, of which 50 are domestic patents and 15 are overseas patents. During the course of conducting its business, the Issuer cannot guarantee that the Company's proprietary technologies, trade secrets, patents, or integrated circuit layout designs will not be misappropriated or improperly used. The possibility that the Company's intellectual property rights may be declared invalid or revoked by regulatory authorities cannot be excluded, nor can the possibility of other intellectual property disputes between the Company and its competitors be excluded. In addition, the Company cannot exclude the risk of failing to renew intellectual property rights approaching the expiration of their protection period in a timely manner. Given the high degree of internationalization of the integrated circuit design business, different countries and different legal systems may differ in their interpretation and determination of the scope of intellectual property rights. If the Company fails to understand these differences accurately, disputes or even litigation may arise, which may in turn affect business operations.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
At the same time, although the Company has consistently adhered to an independent innovation R&D strategy to avoid infringing upon the intellectual property rights of third parties, the possibility cannot be excluded that a small number of competitors may adopt a market strategy of malicious litigation, using intellectual property-related lawsuits to delay the Company's market expansion, or that deviations in employees' understanding of intellectual property rights and other factors may lead to the risk of non-patented technologies infringing upon the intellectual property rights of third parties.
Integrated circuit IP refers to verified, reusable integrated circuit modules with certain defined functions, while EDA tools are automated software tools required for chip design. In the course of the Company's operations and technology R&D, the Company needs to obtain technology licenses from third-party integrated circuit IP and EDA tool vendors as required. During the reporting period, the Company's integrated circuit IP and EDA tool vendors were primarily ARM, Synopsys, and Cadence. If, due to force majeure factors, all of the aforementioned vendors were to cease providing technology licenses to the Company, this would have an adverse impact on the Company's operations.
In 2017, 2018, and 2019, the Company's operating revenue was RMB 7,843,300 (784.33万元), RMB 117,025,200 (11,702.52万元), and RMB 443,938,500 (44,393.85万元), respectively, with year-on-year growth rates of 1,392.05% and 279.35% in 2018 and 2019, respectively. In 2017, 2018, and 2019, the Company's net profit was RMB -380,700,400 (-38,070.04万元), RMB -41,046,500 (-4,104.65万元), and RMB -1,179,125,300 (-117,912.53万元), respectively. The fluctuations in the Company's net profit during the reporting period were primarily attributable to the impact of non-recurring gains and losses items such as share-based payments and R&D expenses. The Company's net profit after deducting non-recurring gains and losses for each period during the reporting period was RMB -28,860,700 (-2,886.07万元), RMB -171,915,000 (-17,191.50万元), and RMB -376,733,100 (-37,673.31万元), respectively. In 2020, the Company's revenue from terminal intelligent processor IP licensing business obtained from HiSilicon (华为海思) declined significantly on a year-on-year basis. In addition, due to the impact of the COVID-19 pandemic, the Company's revenue in the first quarter of 2020 and the estimated revenue for the first half of 2020 declined compared with the same period of the previous year. Due to the increase in R&D investment, the losses in the first quarter of 2020 and the estimated losses for the first half of 2020 increased compared with the same period of the previous year. For the full year of 2020, the Company expects its operating revenue to maintain year-on-year growth; however, due to the Company's continued increase in R&D investment, the Company's net profit after deducting non-recurring gains and losses is expected to decline significantly compared with 2019. In the future, if adverse changes occur in the supply and demand of the Company's major products due to factors such as the international political and economic environment, domestic macroeconomic conditions, industry policies, intensified industry competition, downstream market fluctuations, new product performance, or the inability to execute orders on hand as scheduled, this may affect the Company's business operations and lead to a decline in the Company's revenue and operating performance.
In order to further establish and improve the Company's long-term incentive mechanism and effectively align the interests of shareholders, the Company, and employees so that all parties share a common focus on the Company's long-term development, the Company established two equity incentive platforms,
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
Aixi Partnership (艾溪合伙) and Aijiaxi Partnership (艾加溪合伙), and implemented multiple rounds of employee equity incentives during the reporting period. In 2017, 2018, and 2019, the Company incurred share-based payment expenses of RMB 363,985,700 (36,398.57万元), RMB 174,800 (17.48万元), and RMB 943,794,400 (94,379.44万元), respectively.
A high-quality talent team is a key component of the Company's core competitiveness, and the design of the Company's employee incentive system will affect the Company's future talent acquisition and the stability of its existing talent pool. If the Company implements new equity incentive plans in the future, large share-based payment expenses may still be incurred, which will have a certain adverse impact on the Company's operating performance and may further delay the achievement of the Company's profitability.
In 2017, 2018, and 2019, the Company's overall gross profit margins were 99.96%, 99.90%, and 68.19%, respectively. The primary reason for the decline was that in 2019 the Company expanded into cloud-based intelligent chip and accelerator card, and intelligent computing cluster system businesses. The gross profit margins of the Company's main products are primarily affected by a number of factors, including the Company's expansion into new businesses, product selling prices, raw material and packaging and testing costs, suppliers' process technology levels, and the Company's design capabilities. If the aforementioned factors change unfavorably, the Company's gross profit margin may decline, which may in turn affect the Company's profitability and performance.
The Company procures certain IP, software, and other items through overseas agents, and there are certain product exports, with the related procurement and sales settlements conducted primarily in US dollars. In 2017, 2018, and 2019, the Company's exchange gains and losses were RMB 0 (0万元), RMB 993,500 (99.35万元), and RMB 740,800 (74.08万元), respectively, with a relatively minor impact on the Company's operating performance.
In the future, if significant fluctuations occur in the exchange rate between the RMB and the US dollar, the Company may incur significant exchange gains or losses, causing fluctuations in the Company's profit level and having an adverse impact on the stability of the Company's future operating performance.
In 2018 and 2019, the weighted average return on net assets attributable to the Company's ordinary shareholders was -12.50% and -39.28%, respectively. The implementation of fundraising investment projects and the eventual generation of economic benefits will require a certain period of time. In the future, if the Company's performance falls short of expectations, the Company's return on net assets in the year of issuance may decline, and there is a risk of a decrease in return on net assets.
During the reporting period, the net cash flows generated from the Company's operating activities were RMB -23,524,300 (-2,352.43万元), RMB -55,490,500 (-5,549.05万元), and RMB -201,796,000 (-20,179.60万元), respectively, all of which were negative during the reporting period. In order to maintain technological advancement and market competitiveness, the Company will continue to sustain or expand its R&D investment. Since the Company has not yet achieved profitability at the time of listing, the Company faces the risk of continued negative operating cash flows.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
of value.
At the end of each reporting period, the net book value of the Company's accounts receivable was 441.09 万元 (RMB 4.4109 million), 3,264.44 万元 (RMB 32.6444 million), and 6,460.87 万元 (RMB 64.6087 million), respectively, representing 0.75%, 1.07%, and 1.38% of total assets at the end of the respective periods, and 56.24%, 27.90%, and 14.55% of operating revenue for the respective periods. As the Company's business scale expands, accounts receivable may continue to increase. If the financial condition of downstream customers deteriorates, there is a risk that accounts receivable may be irrecoverable, which could adversely affect the Company's future performance.
In 2017 and 2019, the Company and Shanghai Cambricon were respectively recognized as High and New Technology Enterprises, entitling them to a preferential income tax rate of 15%. Pursuant to the Notice on Implementing Inclusive Tax Relief and Exemption Policies for Small and Micro Enterprises issued by the Ministry of Finance and the State Taxation Administration (Cai Shui [2019] No. 13) and the Announcement on Issues Concerning the Implementation of Inclusive Income Tax Relief and Exemption Policies for Small Low-Profit Enterprises (State Taxation Administration Announcement 2019 No. 2), Nanjing Aixi, Xiong'an Cambricon, Shanghai Semiconductor, Anhui Cambricon, Suzhou Cambricon, and Guangdong Qinzhi met the national qualification criteria for small low-profit enterprises in fiscal year 2019, and their taxable income was below 100 万元 (RMB 1 million); accordingly, 25% of their income was included in taxable income and taxed at a rate of 20%. If any of the above entities is unable to continue enjoying the preferential income tax rate in the future, or if the competent tax authorities adjust the applicable preferential income tax policies, this will have a certain impact on the Company's operating results and profit levels.
In order to improve the efficiency of fund utilization, the Company purchased wealth management products with a portion of its own funds during the reporting period. The wealth management products purchased by the Company have maturities primarily within six months and are classified as low-risk products. As of the end of 2017, 2018, and 2019, the Company's balance of wealth management products was 2.4 亿元 (RMB 240 million), 14.95 亿元 (RMB 1.495 billion), and 38.99 亿元 (RMB 3.899 billion), respectively, primarily comprising structured deposits. During the reporting period, the Company did not encounter any instances where wealth management products could not be redeemed upon maturity. If there is a material adverse change in market conditions in the future, or if the managers of wealth management products experience serious credit risk, the Company may be unable to redeem its purchased wealth management products on schedule, the investment returns on such products may be substantially reduced, and the Company may even face the risk of being unable to recover the principal investment.
During the reporting period, the Company's business scale continued to expand. In fiscal years 2017, 2018, and 2019, the Company's
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
operating revenue was 784.33 万元 (RMB 7.8433 million), 11,702.52 万元 (RMB 117.0252 million), and 44,393.85 万元 (RMB 443.9385 million), respectively; and as of the end of 2017, 2018, and 2019, the Company's total assets were 59,018.46 万元 (RMB 590.1846 million), 304,145.16 万元 (RMB 3.041452 billion), and 466,847.23 万元 (RMB 4.668472 billion), respectively. As the Company's business develops and the fundraising investment projects are implemented, the Company's revenue scale and asset scale will continue to grow, placing higher demands on management personnel in terms of strategic planning, business development, marketing and sales, product research and development, financial management, and internal controls. If the Company's organizational model and management systems fail to be adjusted and improved in a timely manner in line with the expansion of the Company's scale, and if the management capability fails to improve commensurately with scale expansion, the Company will be exposed to a certain degree of management risk arising from business scale expansion.
Prior to this offering, the Company's controlling shareholder Chen Tianshi directly holds 33.19% of the Company's shares, and as the executive partner of Aixi Partnership, controls Aixi Partnership's holding of 8.51% of the Company's shares, giving Chen Tianshi aggregate control of 41.71% of the Company's shares, making him the actual controller of the Company.
In order to avoid harming the interests of the Company and other shareholders, Mr. Chen Tianshi and Aixi Partnership have issued a Letter of Commitment on Avoiding Competition in the Same Industry to the Company and all shareholders. In order to regulate and reduce related-party transactions, Mr. Chen Tianshi and Aixi Partnership have issued a Letter of Commitment on Regulating and Reducing Related-Party Transactions to the Company. Nevertheless, following this offering, there remains the possibility that the controlling shareholder and actual controller may influence major operational and personnel decisions of the Company through the exercise of voting rights, thereby causing harm to the interests of other shareholders.
The fundraising investment projects of this offering are primarily focused on the research and development of next-generation products for AI cloud-based training chips and systems, AI cloud-based inference chips and systems, and edge-end AI chips and systems. If key technologies are not successfully developed during the R&D process, performance targets are not achieved as expected, or the future direction of market development deviates from the Company's expectations such that the developed products fail to gain market acceptance, the fundraising investment projects will face the risk of R&D failure or failure in market commercialization. The early-stage R&D investment may be difficult to recover, the projected returns of the fundraising investment projects may be difficult to achieve, and the Company's performance may be adversely affected.
The scale of the Company's fundraising investment projects is large, and the simultaneous implementation of multiple projects places high demands on the Company's organizational and management capabilities. The Company's asset scale, business scale, and personnel scale will expand further, and the R&D, operations, and management teams will grow accordingly. The Company's management capabilities in human resources, legal affairs, finance, supply chain, and other areas will need to be continuously improved.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
If the Company's management level fails to improve in a timely manner in tandem with business scale expansion, this will adversely affect the timely implementation and normal operation of the fundraising investment projects.
The Company's shares are proposed to be listed on the STAR Market of the Shanghai Stock Exchange. In addition to the Company's operating and financial conditions, the expected market capitalization will also be affected by multiple factors including international and domestic macroeconomic conditions, capital market trends, market sentiment, and various types of major unexpected events. There is a risk that the Company may fail to meet the market capitalization listing conditions, as well as the risk of offering failure due to insufficient investor subscription.
Stock prices are determined not only by the Company's operating performance; domestic and international economic conditions, the political environment, government macroeconomic policies, capital market trends, investors' investment psychology, and various types of major unexpected events may all alter investor expectations and affect the supply-demand dynamics of the securities market, thereby affecting secondary market stock valuations. Given the existence of the above uncertainties, the Company's stock price may fluctuate away from its intrinsic value, and investment risks exist. Investors should have a thorough understanding and awareness of the risks of the stock market and the volatility of stock prices.
Since December 2019, the outbreak of "COVID-19" (Novel Coronavirus Pneumonia) has had a certain impact on corporate operations and resumption of work in various regions. The Company operates under the Fabless model and does not have self-built production facilities. The Company's suppliers primarily include IP licensing vendors, server manufacturers, wafer foundries, and packaging and testing factories. If the supply capacity of the above suppliers is affected by the epidemic, this may result in the Company being unable to fulfill its obligations to partners in a timely manner and unable to provide on-site technical support to customers. In addition, the epidemic may cause delays in the construction and implementation of some of the Company's intelligent computing cluster business, or may significantly slow down the introduction of the Company's chip products. All of these circumstances would adversely affect the Company's business prospects, R&D plans, financial condition, and operating results.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| Item | Details | |---|---| | Name of Issuer | 中科寒武纪科技股份有限公司 | | English Name | Cambricon Technologies Corporation Limited | | Registered Capital | RMB 360,000 万元 (RMB 3.6 billion) | | Legal Representative | Chen Tianshi (陈天石) | | Date of Establishment of Cambricon Ltd. | March 15, 2016 | | Date of Overall Conversion and Establishment | November 29, 2019 | | Registered Address | Room 1601, 16th Floor, Tower D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | | Office Address | 11th Floor, 14th Floor, and 16th Floor, Tower D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | | Postal Code | 100191 | | Telephone Number | 010-83030796-8025 | | Fax Number | 010-83030796-8024 | | Website | www.cambricon.com | | Email | ir@cambricon.com | | Information Disclosure and Investor Relations Department | Board of Directors Office | | Head of Board of Directors Office | Ye Haoyin (叶淏尹) | | Telephone Number of Board of Directors Office | 010-83030796-8025 |
The Company is a joint stock limited company established through the overall conversion of Cambricon Ltd. (寒武纪有限) on November 29, 2019.
On November 4, 2019 and November 14, 2019, Cambricon Ltd. convened board of directors and shareholders' meetings respectively, and resolved to convert all net assets into share capital of the joint stock limited company amounting to RMB 360,000,000, with September 30, 2019 as the base date. Shareholders of the Company hold corresponding proportional shares of the net assets and convert them into corresponding proportional shareholdings, with the remaining net asset value to be recorded as capital surplus of the joint stock limited company.
According to the audit report (Tianjian Shen [2019] No. 9319) issued by Tianjian Certified Public Accountants on November 4, 2019, as of the base date of September 30, 2019, the audited net assets of the Company amounted to RMB 4,646,198,817.31.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
On November 29, 2019, all shareholders of Cambricon Ltd. jointly signed the Promoters' Agreement of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司), converting the audited net assets of Cambricon Ltd. as of September 30, 2019 of RMB 4,646,198,817.31 at a ratio of 12.91:1 into share capital of the joint stock company of RMB 360,000,000, with the remaining net asset value of RMB 4,286,198,817.31 recorded as capital surplus. On the same day, Cambricon convened its inaugural general meeting and the 2019 First Shareholders' Meeting, at which proposals including the Proposal on Reviewing the Preparatory Work Report of Cambricon Technologies Corporation Limited were deliberated and approved.
Tianjian Certified Public Accountants issued a Capital Verification Report (Tianjian Yan [2019] No. 487) on December 17, 2019, confirming that as of November 29, 2019, all capital contributions by the promoters to Cambricon had been fully paid in.
On November 29, 2019, the Haidian District Market Supervision and Administration Bureau of Beijing issued a new Business License to Cambricon in connection with this overall conversion.
**(II) Situation Where Accumulated Undistributed Profit Was Negative as of the Base Date of the Overall Conversion of the Limited Liability Company into a Joint Stock Limited Company**
**1. Reasons for the Negative Accumulated Undistributed Profit as of the Base Date of the Overall Conversion of the Company from a Limited Liability Company into a Joint Stock Limited Company**
As confirmed by the audit report numbered Tianjian Shen [2019] No. 9319 and the Explanation Regarding the Correction of Prior Period Errors of Beijing Cambricon Technology Co., Ltd. (Tianjian Han [2020] No. 126) issued by Tianjian Certified Public Accountants, as of September 30, 2019, the audited net assets of Cambricon Ltd. amounted to 464,619.88 万元 (RMB 4.646199 billion), comprising paid-in capital of 148.01 万元 (RMB 1.4801 million), capital surplus of 539,192.30 万元 (RMB 5.391923 billion), and accumulated undistributed profit of -74,720.43 万元 (RMB -747.2043 million). The primary reason for the negative accumulated undistributed profit is that the Company is a technology-oriented enterprise dedicated to AI chip research and development, with multiple products currently under development. During the reporting period, the Company's R&D expenditures and share-based payment amounts were significant, resulting in large accumulated unrecovered losses.
**2. This Situation Has Been Eliminated Through the Overall Conversion; Changes and Development Trends Following the Overall Conversion**
Through the overall conversion, the Company eliminated the accumulated unrecovered losses of -74,720.43 万元 (RMB -747.2043 million) recorded in the parent company's books as of the share restructuring base date. Following the share restructuring base date, the Company incurred significant share-based payment expenses in the fourth quarter of 2019, causing the accumulated unrecovered loss balance as of the end of 2019 to increase compared to the share restructuring base date. As of December 31, 2019, the balance of the Company's accumulated unrecovered losses was -85,463.70 万元 (RMB -854.637 million).
The Company's accumulated unrecovered losses correspond with changes in its profitability during the reporting period, as set forth below:
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| Net profit for the year attributable to owners of the parent company | -117,898.56 | -4,104.65 | -38,070.04 | |---|---|---|---| | Add: Opening balance of accumulated unrecovered losses | -42,285.57 | -38,180.92 | -110.88 | | Less: Reduction in accumulated unrecovered losses of parent company as of share restructuring base date due to conversion of net assets into shares upon overall conversion into a joint stock company | -74,720.43 | — | — | | Closing balance of accumulated unrecovered losses | -85,463.70 | -42,285.57 | -38,180.92 |
If the Company is unable to achieve profitability over the long term, it will result in tight cash flows for the Company, affecting the Company's funding position, R&D investment, business development, market expansion, talent acquisition, and team stability. It is expected that following the initial public offering and listing, the Company will be unable to distribute cash dividends in the short term, which will have a certain adverse impact on shareholders' investment returns.
On November 29, 2019, all shareholders of Cambricon Ltd. jointly signed the Promoters' Agreement of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司), converting the audited net assets of Cambricon Ltd. as of September 30, 2019 of RMB 4,646,198,817.31 at a ratio of 12.91:1 into share capital of the joint stock company of RMB 360,000,000, with the remaining net asset value of RMB 4,286,198,817.31 recorded as capital surplus. Through the overall conversion, the Company eliminated the accumulated unrecovered losses of -74,720.43 万元 (RMB -747.2043 million) recorded in the parent company's (legal entity's) books as of the share restructuring base date.
The accounting treatment for the parent company at the time of the overall conversion was as follows:
| Debit: | | Credit: | |---|---|---| | Paid-in capital | 148.01 | | | Capital surplus | 539,192.30 | | | Accumulated undistributed profit | -74,720.43 | |
When preparing consolidated financial statements, the Company retains accounting treatments consistent with those of the parent company, based on the individual financial statements of the parent company and its subsidiaries.
| Date of Business Registration Change | Capital Increase Shareholder | Increased Capital Contribution (RMB) | Total Consideration for Capital Increase (10,000 RMB) | |---|---|---|---| | August 2016, First Capital Increase of the Limited Company | Gushengdai Venture (古生代创投) | 62,790.70 | 3,000.00 | | | iFLYTEK (科大讯飞) | 20,929.90 | 1,000.00 |
| Date of Business Registration Change | Capital Increase Shareholder | Increased Capital Contribution (RMB) | Total Consideration for Capital Increase (10,000 RMB) | |---|---|---|---| | | Jinye Investment (谨业投资) | 20,929.90 | 1,000.00 | | January 2018, Second Capital Increase of the Limited Company | Guotou Fund (国投基金) | 35,251.00 | 15,000.00 | | | Guoke Ruihua (国科瑞华) | 7,772.80 | 3,307.51 | | | Guoke Aixi (国科艾熙) | 158.60 | 67.50 | | | Gushengdai Venture (古生代创投) | 3,304.80 | 1,195.31 | | | Jinye Investment (谨业投资) | 1,101.60 | 398.43 | | July 2018, Third Capital Increase of the Limited Company | Ali Venture (阿里创投) | 23,500.60 | 10,000.00 | | | Nayuan Mingzhi (纳远明志) | 23,500.60 | 10,000.00 | | | Luoyang Turing (洛阳图灵) | 5,287.60 | 2,250.00 | | | Guotou Fund (国投基金) | 12,337.80 | 5,250.01 | | | Guoke Ruihua (国科瑞华) | 5,181.90 | 2,205.00 | | | Guoke Aixi (国科艾熙) | 105.80 | 45.00 | | | Gushengdai Venture (古生代创投) | 4,406.40 | 1,593.75 | | | Jinye Investment (谨业投资) | 1,468.80 | 531.24 | | October 2018, Fourth Capital Increase of the Limited Company | Aijiaxi Partnership (艾加溪合伙) | 34,887.50 | 14,845.36 | | | Henan Guoxin (河南国新) | 25,901.30 | 29,400.00 | | | Ningbo Huiyuan (宁波汇原) | 528.60 | 600.00 | | | Shenzhen Xinxin (深圳新芯) | 35,239.90 | 40,000.00 | | | Guoxin Capital (国新资本) | 15,611.30 | 17,720.00 | | | Guangzhou Xinye (广州新业) | 246.70 | 280.00 | | | Jinshi Yinyi (金石银翼) | 17,619.90 | 20,000.00 | | | CICC Haomo (中金澔镆) | 17,619.90 | 20,000.00 | | | Xinjiang Dongpeng (新疆东鹏) | 8,810.00 | 10,000.00 | | | Ningbo Hangao (宁波瀚高) | 44,049.90 | 50,000.00 | | | CAS Transformation (中科院转化) | 3,524.00 | 4,000.00 | | January 2019, Fifth Capital Increase of the Limited Company | Zhike Shengxun (智科胜讯) | 16,455.00 | 18,677.67 | | | Guotou Fund (国投基金) | 10,484.80 | 10,115.95 | | | Guoke Aixi (国科艾熙) | 6,030.20 | 6,348.84 | | | Luoyang Turing (洛阳图灵) | 1,165.00 | 1,123.98 | | | Ali Venture (阿里创投) | 5,177.70 | 4,995.52 | | | Nayuan Mingzhi (纳远明志) | 5,177.70 | 4,995.52 | | September 2019, Sixth Capital Increase of the Limited Company | Nanjing Zhaoyinhui (南京招银) | 53,458.60 | 80,000.00 | | | Hubei Zhaoyinhui (湖北招银) | 26,729.30 | 40,000.00 |
| Date of Business Registration Change | Capital Increase Shareholder | Increased Capital Contribution (RMB) | Total Consideration for Capital Increase (10,000 RMB) | |---|---|---|---| | | Guodiao Guoxin Zhixin (国调国信智芯) | 6,682.30 | 10,000.00 | | | Jiafuze Di (嘉富泽地) | 3,341.20 | 5,000.00 | | | Ningbo Hangao (宁波瀚高) | 6,682.30 | 10,000.00 | | | Hubei Lenovo (湖北联想) | 6,682.30 | 10,000.00 |
| Date | Transferor | Transferee | Transfer Equity Ratio | Transfer of Registered Capital (RMB) | Total Consideration (RMB) | |---|---|---|---|---|---| | April 2016, First Equity Transfer of the Limited Company | Chen Tianshi (陈天石) | Aixi Partnership (艾溪合伙) | 10.00% | 90,000.00 | 0.00 | | May 2019, Second Equity Transfer of the Limited Company | iFLYTEK (科大讯飞) | Guangzhou Huixing (广州汇星) | 0.25% | 3,379.00 | 50,000,000.00 | | | Nayuan Mingzhi (纳远明志) | Hubei Lenovo (湖北联想) | 0.38% | 5,177.70 | 49,955,208.33 | | | Gushengdai Venture (古生代创投) | Ediakala (埃迪卡拉) | 0.83% | 12,316.57 | 170,000,000.00 | | | Luoyang Turing (洛阳图灵) | Ningbo Turing (宁波图灵) | 0.44% | 6,452.60 | 96,551,850.00 | | September 2019, Third Equity Transfer of the Limited Company | Chen Tianshi (陈天石) | Aixi Partnership (艾溪合伙) | 2.43% | 36,000.00 | 36,000.00 | | | | Nash Equilibrium (纳什均衡) | 0.86% | 12,686.90 | 180,000,000.00 |
Pursuant to the Investment Agreement jointly signed by Chen Tianshi (陈天石) and CAS Suanyuan (中科算源) on February 1, 2016, Cambricon Limited (寒武纪有限) was jointly established by Chen Tianshi and CAS Suanyuan with a registered capital of RMB 900,000, of which Chen Tianshi contributed RMB 630,000 and CAS Suanyuan contributed RMB 270,000. The shareholding structure of Cambricon Limited at the time of establishment was as follows:
| No. | Shareholder | Capital Contribution (RMB) | Contribution Ratio | |---|---|---|---| | 1 | Chen Tianshi (陈天石) | 630,000.00 | 70.00% | | 2 | CAS Suanyuan (中科算源) | 270,000.00 | 30.00% | | Total | | 900,000.00 | 100.00% |
On March 15, 2016, Cambricon Limited obtained its Business License issued by the Haidian Branch of the Beijing Municipal Administration for Industry and Commerce.
On April 1, 2016, Cambricon Limited held a shareholders' meeting, at which it was agreed that Chen Tianshi would transfer 10.00% of his equity interest in Cambricon Limited (corresponding to registered capital of RMB 90,000.00) to Aixi Partnership (艾溪合伙). Pursuant to the agreement between the parties, since the shareholders had not yet paid in the registered capital prior to the transfer, the transfer consideration was RMB 0. After the completion of the aforementioned equity transfer, all shareholders of Cambricon Limited paid in the registered capital in proportion to their respective equity interests. The shareholding structure following this equity transfer was as follows:
| No. | Shareholder | Capital Contribution (RMB) | Contribution Ratio | |---|---|---|---| | 1 | Chen Tianshi (陈天石) | 540,000.00 | 60.00% | | 2 | CAS Suanyuan (中科算源) | 270,000.00 | 30.00% | | 3 | Aixi Partnership (艾溪合伙) | 90,000.00 | 10.00% | | Total | | 900,000.00 | 100.00% |
Note: Names of newly added shareholders are shown in italics; the same applies hereinafter.
On April 18, 2016, Cambricon Limited obtained its Business License issued by the Haidian Branch of the Beijing Municipal Administration for Industry and Commerce.
On May 28, 2018, Beijing Zhongzi Xinda Certified Public Accountants Co., Ltd. (北京中资信达会计师事务所有限公司), commissioned by Cambricon Limited, verified the actual paid-in status of the registered capital of Cambricon Limited and issued the Capital Verification Report for Beijing Zhongke Cambricon Technology Co., Ltd. bearing serial number Zhongzixinda Yan [2018] No. 3. Upon verification, as of December 31, 2016, Cambricon Limited had received registered capital contributions totaling RMB 900,000 from shareholders Chen Tianshi, CAS Suanyuan, and Aixi Partnership, with each shareholder contributing in monetary funds.
On July 22, 2016, Cambricon Limited held a shareholders' meeting and agreed to increase the registered capital to RMB 1,004,650.50. The details of this capital increase are as follows: Gushengdai Venture (古生代创投) contributed RMB 30,000,000 (3,000.00万元), of which RMB 62,790.70 was recorded in the Company's registered capital and the remaining RMB 29,937,209.30 (2,993.72093万元) was recorded in the Company's capital reserve; iFLYTEK (科大讯飞) contributed RMB 10,000,000 (1,000.00万元), of which RMB 20,929.90 was recorded in the Company's registered capital and the remaining RMB 9,979,070.10 (997.90701万元) was recorded in the Company's capital reserve; Jinye Investment (谨业投资) contributed RMB 10,000,000 (1,000.00万元), of which RMB 20,929.90 was recorded in the Company's registered capital and the remaining RMB 9,979,070.10 (997.90701万元) was recorded in the Company's capital reserve. The shareholding structure following this capital increase was as follows:
| No. | Shareholder | Capital Contribution (RMB) | Contribution Ratio | |---|---|---|---| | 1 | Chen Tianshi (陈天石) | 540,000.00 | 53.75% | | 2 | CAS Suanyuan (中科算源) | 270,000.00 | 26.88% | | 3 | Aixi Partnership (艾溪合伙) | 90,000.00 | 8.96% | | 4 | Gushengdai Venture (古生代创投) | 62,790.70 | 6.25% | | 5 | iFLYTEK (科大讯飞) | 20,929.90 | 2.08% | | 6 | Jinye Investment (谨业投资) | 20,929.90 | 2.08% | | Total | | 1,004,650.50 | 100.00% |
On August 10, 2016, Cambricon Limited obtained its Business License issued by the Haidian Branch of the Beijing Municipal Administration for Industry and Commerce.
On July 18, 2017, Cambricon Limited held a shareholders' meeting and agreed to increase the registered capital to RMB 1,052,239.30. The details of this capital increase are as follows: Guotou Fund (国投基金) contributed RMB 150,000,000 (15,000.00万元), of which RMB 35,251.00 was recorded in the Company's registered capital and the remaining RMB 149,964,749 (14,996.4749万元) was recorded in the Company's capital reserve; Guoke Ruihua (国科瑞华) contributed RMB 33,075,007.35 (3,307.50735万元), of which RMB 7,772.80 was recorded in the Company's registered capital and the remaining RMB 33,067,070.07 (3,306.73007万元) was recorded in the Company's capital reserve; Guoke Aixi (国科艾熙) contributed RMB 675,001.50 (67.50015万元), of which RMB 158.60 was recorded in the Company's registered capital and the remaining RMB 674,842.90 (67.48429万元) was recorded in the Company's capital reserve; Gushengdai Venture (古生代创投) contributed RMB 11,953,125 (1,195.3125万元), of which RMB 3,304.80 was recorded in the Company's registered capital and the remaining RMB 11,949,820.20 (1,194.98202万元) was recorded in the Company's capital reserve; Jinye Investment (谨业投资) contributed RMB 3,984,311.25 (398.431125万元), of which RMB 1,101.60 was recorded in the Company's registered capital and the remaining RMB 3,983,209.65 (398.320965万元) was recorded in the Company's capital reserve. The shareholding structure following this capital increase was as follows:
| No. | Shareholder | Capital Contribution (RMB) | Contribution Ratio | |---|---|---|---| | 1 | Chen Tianshi (陈天石) | 540,000.00 | 51.32% | | 2 | CAS Suanyuan (中科算源) | 270,000.00 | 25.66% | | 3 | Aixi Partnership (艾溪合伙) | 90,000.00 | 8.55% | | 4 | Gushengdai Venture (古生代创投) | 66,095.50 | 6.28% | | 5 | Guotou Fund (国投基金) | 35,251.00 | 3.35% | | 6 | Jinye Investment (谨业投资) | 22,031.50 | 2.09% | | 7 | iFLYTEK (科大讯飞) | 20,929.90 | 1.99% | | 8 | Guoke Ruihua (国科瑞华) | 7,772.80 | 0.74% | | 9 | Guoke Aixi (国科艾熙) | 158.60 | 0.02% | | Total | | 1,052,239.30 | 100.00% |
On January 15, 2018, Cambricon Limited obtained its Business License issued by the Haidian Branch of the Beijing Municipal Administration for Industry and Commerce.
On May 30, 2018, Beijing Zhongzi Xinda Certified Public Accountants Co., Ltd. (北京中资信达会计师事务所有限公司), commissioned by Cambricon Limited, verified the registered capital and paid-in capital of Cambricon Limited as of July 10, 2017, and issued the Capital Verification Report for Changes in Beijing Zhongke Cambricon Technology Co., Ltd. bearing serial number Zhongzixinda Yan [2018] No. 4. Upon verification, as of July 10, 2017, Cambricon Limited had received increased registered capital contributions (including the first and second capital increases) totaling RMB 152,239.30 from shareholders Gushengdai Venture, Jinye Investment, iFLYTEK, Guoke Aixi, Guoke Ruihua, and Guotou Fund, with each shareholder contributing in monetary funds.
On July 11, 2018, Cambricon Limited held a shareholders' meeting and agreed to increase the registered capital to RMB 1,128,028.80. The details of this capital increase are as follows: Ali Venture (阿里创投) contributed RMB 100,000,000 (10,000.00万元), of which RMB 23,500.60 was recorded in the Company's registered capital and the remaining RMB 99,976,499.40 (9,997.64994万元) was recorded in the Company's capital reserve; Nayuan Mingzhi (纳远明志) contributed RMB 100,000,000 (10,000.00万元), of which RMB 23,500.60 was recorded in the Company's registered capital and the remaining RMB 99,976,499.40 (9,997.64994万元) was recorded in the Company's capital reserve; Luoyang Turing (洛阳图灵) contributed RMB 22,500,000 (2,250.00万元), of which RMB 5,287.60 was recorded in the Company's registered capital and the remaining RMB 22,494,712.40 (2,249.47124万元) was recorded in the Company's capital reserve; Guotou Fund (国投基金) contributed RMB 52,500,100 (5,250.01万元), of which RMB 12,337.80 was recorded in the Company's registered capital and the remaining RMB 52,487,762.20 (5,248.77622万元) was recorded in the Company's capital reserve; Guoke Ruihua (国科瑞华) contributed RMB 22,050,000 (2,205.00万元), of which RMB 5,181.90 was recorded in the Company's registered capital and the remaining RMB 22,044,818.10 (2,204.48181万元) was recorded in the Company's capital reserve; Guoke Aixi (国科艾熙) contributed RMB 450,000 (45.00万元), of which RMB 105.80 was recorded in the Company's registered capital and the remaining RMB 449,894.20 (44.98942万元) was recorded in the Company's capital reserve; Jinye Investment (谨业投资) contributed RMB 5,312,415 (531.2415万元), of which RMB 1,468.80 was recorded in the Company's registered capital and the remaining RMB 5,310,946.20 (531.09462万元) was recorded in the Company's capital reserve; Gushengdai Venture (古生代创投) contributed RMB 15,937,500 (1,593.75万元), of which RMB 4,406.40 was recorded in the Company's registered capital and the remaining RMB 15,933,093.60 (1,593.30936万元) was recorded in the Company's capital reserve. The shareholding structure following this capital increase was as follows:
| No. | Shareholder | Capital Contribution (RMB) | Contribution Ratio | |---|---|---|---| | 1 | Chen Tianshi (陈天石) | 540,000.00 | 47.87% | | 2 | CAS Suanyuan (中科算源) | 270,000.00 | 23.94% | | 3 | Aixi Partnership (艾溪合伙) | 90,000.00 | 7.98% | | 4 | Gushengdai Venture (古生代创投) | 70,501.90 | 6.25% | | 5 | Guotou Fund (国投基金) | 47,588.80 | 4.22% | | 6 | Ali Venture (阿里创投) | 23,500.60 | 2.08% | | 7 | Nayuan Mingzhi (纳远明志) | 23,500.60 | 2.08% | | 8 | Jinye Investment (谨业投资) | 23,500.30 | 2.08% | | 9 | iFLYTEK (科大讯飞) | 20,929.90 | 1.86% | | 10 | Guoke Ruihua (国科瑞华) | 12,954.70 | 1.15% | | 11 | Luoyang Turing (洛阳图灵) | 5,287.60 | 0.47% | | 12 | Guoke Aixi (国科艾熙) | 264.40 | 0.02% | | Total | | 1,128,028.80 | 100.00% |
On July 17, 2018, Cambricon Limited obtained its Business License issued by the Haidian Branch of the Beijing Municipal Administration for Industry and Commerce.
On December 17, 2019, Tianjian Accountants (天健会计师) were engaged to verify the newly increased registered capital and paid-in capital of Cambricon Limited (寒武纪有限) as of July 17, 2018, and issued the "Capital Verification Report of Beijing Zhongke Cambricon Technology Co., Ltd." (《北京中科寒武纪科技有限公司验资报告》) numbered Tianjian Yan [2019] No. 483. Upon verification, as of July 17, 2018, Cambricon Limited had received a total of RMB 75,789.50 in newly increased registered capital paid by shareholders Paleozoic Ventures (古生代创投), Guotou Fund (国投基金), Jinye Investment (谨业投资), Guoke Ruihua (国科瑞华), Guoke Aixi (国科艾熙), Luoyang Turing (洛阳图灵), Alibaba Ventures (阿里创投), and Nayuan Mingzhi (纳远明志), with all contributors making monetary contributions.
On October 16, 2018, Cambricon Limited convened a shareholders' meeting and agreed to increase its registered capital to RMB 1,162,916.30. In this capital increase, Aigaxi Partnership (艾加溪合伙) contributed RMB 148,453,608.25 (14,845.360825万元), of which RMB 34,887.50 (3.48875万元) was credited to the company's registered capital, and the remaining RMB 148,418,720.75 (14,841.872075万元) was credited to the company's capital surplus. The shareholding structure following this capital increase is as follows:
| No. | Shareholder | Contribution Amount (RMB) | Contribution Percentage | |-----|-------------|--------------------------|------------------------| | 1 | Chen Tianshi (陈天石) | 540,000.00 | 46.44% | | 2 | Zhongke Suanyuan (中科算源) | 270,000.00 | 23.22% | | 3 | Aixi Partnership (艾溪合伙) | 90,000.00 | 7.74% | | 4 | Paleozoic Ventures (古生代创投) | 70,501.90 | 6.06% | | 5 | Guotou Fund (国投基金) | 47,588.80 | 4.09% | | 6 | Aigaxi Partnership (艾加溪合伙) | 34,887.50 | 3.00% | | 7 | Alibaba Ventures (阿里创投) | 23,500.60 | 2.02% | | 8 | Nayuan Mingzhi (纳远明志) | 23,500.60 | 2.02% | | 9 | Jinye Investment (谨业投资) | 23,500.30 | 2.02% | | 10 | iFLYTEK (科大讯飞) | 20,929.90 | 1.80% | | 11 | Guoke Ruihua (国科瑞华) | 12,954.70 | 1.11% | | 12 | Luoyang Turing (洛阳图灵) | 5,287.60 | 0.45% | | 13 | Guoke Aixi (国科艾熙) | 264.40 | 0.02% | | **Total** | | **1,162,916.30** | **100.00%** |
On October 17, 2018, Cambricon Limited obtained its Business License (《营业执照》) issued by the Haidian Branch of the Beijing Municipal Administration for Market Regulation (北京市工商行政管理局海淀分局).
On December 17, 2019, Tianjian Accountants were engaged to verify the newly increased registered capital and paid-in capital of Cambricon Limited as of September 27, 2019, and issued the "Capital Verification Report of Beijing Zhongke Cambricon Technology Co., Ltd." numbered Tianjian Yan [2019] No. 486. Upon verification, as of September 27, 2019, Cambricon Limited had received
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
a total of RMB 34,887.50 in newly increased registered capital paid by shareholder Aigaxi Partnership (艾加溪合伙), with the contributor making a monetary contribution.
On January 6, 2019, Cambricon Limited convened a shareholders' meeting and agreed to increase its registered capital to RMB 1,376,558.20. The details of this capital increase are as follows: Henan Guoxin (河南国新) contributed RMB 294,000,000 (29,400.00万元), of which RMB 25,901.30 (2.59013万元) was credited to the company's registered capital, and the remaining RMB 293,974,098.70 (29,397.40987万元) was credited to the company's capital surplus; Ningbo Huiyuan (宁波汇原) contributed RMB 6,000,000 (600.00万元), of which RMB 528.60 (0.05286万元) was credited to the company's registered capital, and the remaining RMB 5,999,471.40 (599.94714万元) was credited to the company's capital surplus; Shenzhen Xixin (深圳新芯) contributed RMB 400,000,000 (40,000.00万元), of which RMB 35,239.90 (3.52399万元) was credited to the company's registered capital, and the remaining RMB 399,964,760.10 (39,996.47601万元) was credited to the company's capital surplus; Guoxin Capital (国新资本) contributed RMB 177,200,000 (17,720.00万元), of which RMB 15,611.30 (1.56113万元) was credited to the company's registered capital, and the remaining RMB 177,184,388.70 (17,718.43887万元) was credited to the company's capital surplus; Guangzhou Xinye (广州新业) contributed RMB 2,800,000 (280.00万元), of which RMB 246.70 (0.02467万元) was credited to the company's registered capital, and the remaining RMB 2,799,753.30 (279.97533万元) was credited to the company's capital surplus; Jinshi Yinyi (金石银翼) contributed RMB 200,000,000 (20,000.00万元), of which RMB 17,619.90 (1.76199万元) was credited to the company's registered capital, and the remaining RMB 199,982,380.10 (19,998.23801万元) was credited to the company's capital surplus; Zhongjin Haomo (中金澔镆) contributed RMB 200,000,000 (20,000.00万元), of which RMB 17,619.90 (1.76199万元) was credited to the company's registered capital, and the remaining RMB 199,982,380.10 (19,998.23801万元) was credited to the company's capital surplus; Xinjiang Dongpeng (新疆东鹏) contributed RMB 100,000,000 (10,000.00万元), of which RMB 8,810.00 (0.881万元) was credited to the company's registered capital, and the remaining RMB 99,991,190.00 (9,999.119万元) was credited to the company's capital surplus; Ningbo Hangao (宁波瀚高) contributed RMB 500,000,000 (50,000.00万元), of which RMB 44,049.90 (4.40499万元) was credited to the company's registered capital, and the remaining RMB 499,955,950.10 (49,995.59501万元) was credited to the company's capital surplus; CAS Technology Transfer (中科院转化) contributed RMB 40,000,000 (4,000.00万元), of which RMB 3,524.00 (0.3524万元) was credited to the company's registered capital, and the remaining RMB 39,996,476.00 (3,999.6476万元) was credited to the company's capital surplus; Zhike Shengxun (智科胜讯) contributed RMB 186,776,650.03 (18,677.665003万元), of which RMB 16,455.00 (1.6455万元) was credited to the company's registered capital, and the remaining RMB 186,760,195.03 (18,676.019503万元) was credited to the company's capital surplus; Guotou Fund (国投基金) contributed RMB 101,159,477.56 (10,115.947756万元), of which RMB 10,484.80 (1.04848万元) was credited to the company's registered capital, and the remaining RMB 101,148,992.76 (10,114.899276万元) was credited to the company's capital surplus; Guoke Aixi (国科艾熙) contributed RMB 63,488,389.51 (6,348.838951万元), of which RMB 6,030.20 (0.60302万元) was credited to the company's registered capital, and the remaining RMB 63,482,359.31 (6,348.235931万元) was credited to the company's capital surplus; Luoyang Turing (洛阳图灵) contributed RMB 11,239,847.48 (1,123.984748万元), of which RMB 1,165.00 (0.1165万元) was credited to the company's registered capital, and the remaining RMB 11,238,682.48 (1,123.868248万元) was credited to the company's capital surplus; Alibaba Ventures (阿里创投) contributed RMB 49,955,208.33 (4,995.520833万元), of which RMB 5,177.70 (0.51777万元) was credited to the company's registered capital, and the remaining RMB 49,950,030.63 (4,995.003063万元) was credited to the company's capital surplus; Nayuan Mingzhi (纳远明志) contributed RMB 49,955,208.33 (4,995.520833万元), of which RMB 5,177.70 (0.51777万元) was credited to the company's registered capital, and the remaining RMB 49,950,030.63 (4,995.003063万元) was credited to the company's capital surplus. The shareholding structure following this capital increase is as follows:
| No. | Shareholder | Contribution Amount (RMB) | Contribution Percentage | |-----|-------------|--------------------------|------------------------| | 1 | Chen Tianshi (陈天石) | 540,000.00 | 39.23% | | 2 | Zhongke Suanyuan (中科算源) | 270,000.00 | 19.61% |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
| 3 | Aixi Partnership (艾溪合伙) | 90,000.00 | 6.54% | | 4 | Paleozoic Ventures (古生代创投) | 70,501.90 | 5.12% | | 5 | Guotou Fund (国投基金) | 58,073.60 | 4.22% | | 6 | Ningbo Hangao (宁波瀚高) | 44,049.90 | 3.20% | | 7 | Shenzhen Xixin (深圳新芯) | 35,239.90 | 2.56% | | 8 | Aigaxi Partnership (艾加溪合伙) | 34,887.50 | 2.53% | | 9 | Alibaba Ventures (阿里创投) | 28,678.30 | 2.08% | | 10 | Nayuan Mingzhi (纳远明志) | 28,678.30 | 2.08% | | 11 | Henan Guoxin (河南国新) | 25,901.30 | 1.88% | | 12 | Jinye Investment (谨业投资) | 23,500.30 | 1.71% | | 13 | iFLYTEK (科大讯飞) | 20,929.90 | 1.52% | | 14 | Jinshi Yinyi (金石银翼) | 17,619.90 | 1.28% | | 15 | Zhongjin Haomo (中金澔镆) | 17,619.90 | 1.28% | | 16 | Zhike Shengxun (智科胜讯) | 16,455.00 | 1.20% | | 17 | Guoxin Capital (国新资本) | 15,611.30 | 1.13% | | 18 | Guoke Ruihua (国科瑞华) | 12,954.70 | 0.94% | | 19 | Xinjiang Dongpeng (新疆东鹏) | 8,810.00 | 0.64% | | 20 | Luoyang Turing (洛阳图灵) | 6,452.60 | 0.47% | | 21 | Guoke Aixi (国科艾熙) | 6,294.60 | 0.46% | | 22 | CAS Technology Transfer (中科院转化) | 3,524.00 | 0.26% | | 23 | Ningbo Huiyuan (宁波汇原) | 528.60 | 0.04% | | 24 | Guangzhou Xinye (广州新业) | 246.70 | 0.02% | | **Total** | | **1,376,558.20** | **100.00%** |
On January 8, 2019, Cambricon Limited obtained its Business License (《营业执照》) issued by the Haidian Branch of the Beijing Municipal Administration for Market Regulation (北京市工商行政管理局海淀分局).
On December 17, 2019, Tianjian Accountants were engaged to verify the newly increased registered capital and paid-in capital of Cambricon Limited as of January 8, 2019, and issued the "Capital Verification Report of Beijing Zhongke Cambricon Technology Co., Ltd." numbered Tianjian Yan [2019] No. 484. Upon verification, as of January 8, 2019, Cambricon Limited had received
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
a total of RMB 213,641.90 in newly increased registered capital paid by shareholders Guotou Fund (国投基金), Guoke Aixi (国科艾熙), Luoyang Turing (洛阳图灵), Alibaba Ventures (阿里创投), Nayuan Mingzhi (纳远明志), Henan Guoxin (河南国新), Ningbo Huiyuan (宁波汇原), Shenzhen Xixin (深圳新芯), Guoxin Capital (国新资本), Guangzhou Xinye (广州新业), Jinshi Yinyi (金石银翼), Zhongjin Haomo (中金澔镆), Xinjiang Dongpeng (新疆东鹏), Ningbo Hangao (宁波瀚高), CAS Technology Transfer (中科院转化), and Zhike Shengxun (智科胜讯), with all contributors making monetary contributions.
On April 26, 2019, Cambricon convened a shareholders' meeting, at which shareholders agreed that iFLYTEK (科大讯飞) would transfer 0.25% of its equity interest in Cambricon Limited (corresponding to a registered capital of RMB 3,379.00) to Guangzhou Huixing (广州汇星), and that Nayuan Mingzhi (纳远明志) would transfer 0.38% of its equity interest in Cambricon Limited (corresponding to a registered capital of RMB 5,177.70) to Hubei Lenovo (湖北联想). Pursuant to the agreement, the consideration for iFLYTEK's transfer of equity to Guangzhou Huixing was RMB 50,000,000 (5,000.00万元), and the consideration for Nayuan Mingzhi's transfer of equity to Hubei Lenovo was RMB 49,955,200 (4,995.52万元). The shareholding structure following this equity transfer is as follows:
| No. | Shareholder | Contribution Amount (RMB) | Contribution Percentage | |-----|-------------|--------------------------|------------------------| | 1 | Chen Tianshi (陈天石) | 540,000.00 | 39.23% | | 2 | Zhongke Suanyuan (中科算源) | 270,000.00 | 19.61% | | 3 | Aixi Partnership (艾溪合伙) | 90,000.00 | 6.54% | | 4 | Paleozoic Ventures (古生代创投) | 70,501.90 | 5.12% | | 5 | Guotou Fund (国投基金) | 58,073.60 | 4.22% | | 6 | Ningbo Hangao (宁波瀚高) | 44,049.90 | 3.20% | | 7 | Shenzhen Xixin (深圳新芯) | 35,239.90 | 2.56% | | 8 | Aigaxi Partnership (艾加溪合伙) | 34,887.50 | 2.53% | | 9 | Alibaba Ventures (阿里创投) | 28,678.30 | 2.08% | | 10 | Henan Guoxin (河南国新) | 25,901.30 | 1.88% | | 11 | Nayuan Mingzhi (纳远明志) | 23,500.60 | 1.59% | | 12 | Jinye Investment (谨业投资) | 23,500.30 | 1.71% | | 13 | Jinshi Yinyi (金石银翼) | 17,619.90 | 1.28% | | 14 | Zhongjin Haomo (中金澔镆) | 17,619.90 | 1.28% | | 15 | iFLYTEK (科大讯飞) | 17,550.90 | 1.19% | | 16 | Zhike Shengxun (智科胜讯) | 16,455.00 | 1.20% | | 17 | Guoxin Capital (国新资本) | 15,611.30 | 1.13% | | 18 | Guoke Ruihua (国科瑞华) | 12,954.70 | 0.94% | | 19 | Xinjiang Dongpeng (新疆东鹏) | 8,810.00 | 0.64% | | 20 | Luoyang Turing (洛阳图灵) | 6,452.60 | 0.47% | | 21 | Guoke Aixi (国科艾熙) | 6,294.60 | 0.46% | | 22 | Hubei Lenovo (湖北联想) | 5,177.70 | 0.38% | | 23 | CAS Technology Transfer (中科院转化) | 3,524.00 | 0.26% | | 24 | Guangzhou Huixing (广州汇星) | 3,379.00 | 0.25% | | 25 | Ningbo Huiyuan (宁波汇原) | 528.60 | 0.04% |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
On May 7, 2019, Cambricon Limited obtained its Business License (《营业执照》) issued by the Haidian Branch of the Beijing Municipal Administration for Market Regulation (北京市工商行政管理局海淀分局).
(IX) September 2019: The Limited Company's Sixth Capital Increase and Simultaneous Third Equity Transfer
On September 13, 2019, Cambricon Limited convened a shareholders' meeting and agreed to add new shareholders Nanjing Zhaoyin (南京招银), Hubei Zhaoyin (湖北招银), Guodiao Guoxin Zhixin (国调国信智芯), and Jiafu Zedi (嘉富泽地), and agreed to increase the registered capital to RMB 1,480,134.20. The details of this capital increase are as follows: Nanjing Zhaoyin (南京招银) contributed RMB 800,000,000 (80,000.00万元), of which RMB 53,458.60 (5.34586万元) was credited to the company's registered capital, and the remaining RMB 799,946,541.40 (79,994.65414万元) was credited to the company's capital surplus; Hubei Zhaoyin (湖北招银) contributed RMB 400,000,000 (40,000.00万元), of which RMB 26,729.30 (2.67293万元) was credited to the company's registered capital, and the remaining RMB 399,973,270.70 (39,997.32707万元) was credited to the company's capital surplus; Guodiao Guoxin Zhixin (国调国信智芯) contributed RMB 100,000,000 (10,000.00万元), of which RMB 6,682.30 (0.66823万元) was credited to the company's registered capital, and the remaining RMB 99,993,317.70 (9,999.33177万元) was credited to the company's capital surplus; Jiafu Zedi (嘉富泽地) contributed RMB 50,000,000 (5,000.00万元), of which RMB 3,341.20 (0.33412万元) was credited to the company's registered capital, and the remaining RMB 49,996,658.80 (4,999.66588万元) was credited to the company's capital surplus; Ningbo Hangao (宁波瀚高) contributed RMB 100,000,000 (10,000.00万元), of which RMB 6,682.30 (0.66823万元) was credited to the company's registered capital, and the remaining RMB 99,993,317.70 (9,999.33177万元) was credited to the company's capital surplus; Hubei Lenovo (湖北联想) contributed RMB 100,000,000 (10,000.00万元), of which RMB 6,682.30 (0.66823万元) was credited to the company's registered capital, and the remaining RMB 99,993,317.70 (9,999.33177万元) was credited to the company's capital surplus. The shareholding structure following this capital increase is as follows:
| No. | Shareholder | Contribution Amount (RMB) | Contribution Percentage | |-----|-------------|--------------------------|------------------------| | 1 | Chen Tianshi (陈天石) | 540,000.00 | 36.48% | | 2 | Zhongke Suanyuan (中科算源) | 270,000.00 | 18.24% | | 3 | Aixi Partnership (艾溪合伙) | 90,000.00 | 6.08% | | 4 | Paleozoic Ventures (古生代创投) | 70,501.90 | 4.76% | | 5 | Guotou Fund (国投基金) | 58,073.60 | 3.92% | | 6 | Nanjing Zhaoyin (南京招银) | 53,458.60 | 3.61% | | 7 | Ningbo Hangao (宁波瀚高) | 50,732.20 | 3.43% | | 8 | Shenzhen Xixin (深圳新芯) | 35,239.90 | 2.38% | | 9 | Aigaxi Partnership (艾加溪合伙) | 34,887.50 | 2.36% | | 10 | Alibaba Ventures (阿里创投) | 28,678.30 | 1.94% | | 11 | Hubei Zhaoyin (湖北招银) | 26,729.30 | 1.81% | | 12 | Henan Guoxin (河南国新) | 25,901.30 | 1.75% | | 13 | Nayuan Mingzhi (纳远明志) | 23,500.60 | 1.59% |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
| 14 | Jinye Investment (谨业投资) | 23,500.30 | 1.59% | | 15 | Jinshi Yinyi (金石银翼) | 17,619.90 | 1.19% | | 16 | Zhongjin Haomo (中金澔镆) | 17,619.90 | 1.19% | | 17 | iFLYTEK (科大讯飞) | 17,550.90 | 1.19% | | 18 | Zhike Shengxun (智科胜讯) | 16,455.00 | 1.11% | | 19 | Guoxin Capital (国新资本) | 15,611.30 | 1.05% | | 20 | Guoke Ruihua (国科瑞华) | 12,954.70 | 0.88% | | 21 | Hubei Lenovo (湖北联想) | 11,860.00 | 0.80% | | 22 | Xinjiang Dongpeng (新疆东鹏) | 8,810.00 | 0.60% | | 23 | Guodiao Guoxin Zhixin (国调国信智芯) | 6,682.30 | 0.45% | | 24 | Luoyang Turing (洛阳图灵) | 6,452.60 | 0.44% | | 25 | Guoke Aixi (国科艾熙) | 6,294.60 | 0.43% | | 26 | CAS Technology Transfer (中科院转化) | 3,524.00 | 0.24% | | 27 | Guangzhou Huixing (广州汇星) | 3,379.00 | 0.23% |
| Jiafu Zedi (嘉富泽地) | 3,341.20 | 0.23% | | Ningbo Huiyuan (宁波汇原) | 528.60 | 0.04% | | Guangzhou Xinye (广州新业) | 246.70 | 0.02% | | **Total** | **1,480,134.20** | **100.00%** |
On December 17, 2019, Tianjian Accountants (天健会计师) were engaged to verify the newly increased registered capital and paid-in capital of Cambricon Limited (寒武纪有限) as of September 18, 2019, and issued the "Capital Verification Report of Beijing Zhongke Cambricon Technology Co., Ltd." bearing reference number Tianjian Yan [2019] No. 485. Upon verification, as of September 18, 2019, Cambricon Limited had received newly increased registered capital contributions totaling RMB 103,576.00 yuan from shareholders Ningbo Hangao (宁波瀚高), Hubei Lenovo (湖北联想), Nanjing Zhaoyin (南京招银), Hubei Zhaoyin (湖北招银), Guodiao Guoxin Zhixin (国调国信智芯), and Jiafu Zedi (嘉富泽地), with each contributor making contributions in monetary form.
On September 16, 2019, the Company held a shareholders' meeting, at which it was agreed that Chen Tianshi (陈天石) would transfer 2.43% of his equity interest in Cambricon Limited (corresponding to registered capital of RMB 36,000.00 yuan) and 0.86% of his equity interest (corresponding to registered capital of RMB 12,686.90 yuan) to Aixi Partnership (艾溪合伙) and Nash Equilibrium (纳什均衡) respectively; Paleozoic Ventures (古生代创投) would transfer its 0.83% equity interest in Cambricon Limited (corresponding to registered capital of RMB 12,316.57 yuan) to Ediacara (埃迪卡拉); and Luoyang Turing (洛阳图灵) would transfer its 0.44% equity interest in Cambricon Limited (corresponding to registered capital of RMB 6,452.60 yuan) to Ningbo Turing (宁波图灵). Pursuant to the agreed terms, the consideration for Chen Tianshi's transfer of equity to Aixi Partnership (艾溪合伙) was RMB 36,000.00 yuan (3.60万元); the consideration for Chen Tianshi's transfer of equity to Nash Equilibrium (纳什均衡) was RMB 180,000,000.00 yuan (18,000.00万元); the consideration for Paleozoic Ventures' (古生代创投) transfer of equity to Ediacara (埃迪卡拉) was RMB 170,000,000.00 yuan (17,000.00万元); and the consideration for Luoyang Turing's (洛阳图灵) transfer of equity to Ningbo Turing (宁波图灵) was RMB 96,551,900.00 yuan (9,655.19万元). The shareholding structure following this equity transfer is as follows:
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| No. | Shareholder | Capital Contribution (yuan) | Contribution Ratio | |-----|-------------|----------------------------|-------------------| | 1 | Chen Tianshi (陈天石) | 491,313.10 | 33.19% | | 2 | Zhongke Suanyuan (中科算源) | 270,000.00 | 18.24% | | 3 | Aixi Partnership (艾溪合伙) | 126,000.00 | 8.51% | | 4 | Paleozoic Ventures (古生代创投) | 58,185.33 | 3.93% | | 5 | Guotou Fund (国投基金) | 58,073.60 | 3.92% | | 6 | Nanjing Zhaoyin (南京招银) | 53,458.60 | 3.61% | | 7 | Ningbo Hangao (宁波瀚高) | 50,732.20 | 3.43% | | 8 | Shenzhen Xinxin (深圳新芯) | 35,239.90 | 2.38% | | 9 | Aijiaxi Partnership (艾加溪合伙) | 34,887.50 | 2.36% | | 10 | Ali Ventures (阿里创投) | 28,678.30 | 1.94% | | 11 | Hubei Zhaoyin (湖北招银) | 26,729.30 | 1.81% | | 12 | Henan Guoxin (河南国新) | 25,901.30 | 1.75% | | 13 | Nayuan Mingzhi (纳远明志) | 23,500.60 | 1.59% | | 14 | Jinye Investment (谨业投资) | 23,500.30 | 1.59% | | 15 | Jinshi Yinyi (金石银翼) | 17,619.90 | 1.19% | | 16 | CICC Haomo (中金澔镆) | 17,619.90 | 1.19% | | 17 | iFLYTEK (科大讯飞) | 17,550.90 | 1.19% | | 18 | Zhike Shengxun (智科胜讯) | 16,455.00 | 1.11% | | 19 | Guoxin Capital (国新资本) | 15,611.30 | 1.05% | | 20 | Guoke Ruihua (国科瑞华) | 12,954.70 | 0.88% | | 21 | Nash Equilibrium (纳什均衡) | 12,686.90 | 0.86% | | 22 | Ediacara (埃迪卡拉) | 12,316.57 | 0.83% | | 23 | Hubei Lenovo (湖北联想) | 11,860.00 | 0.80% | | 24 | Xinjiang Dongpeng (新疆东鹏) | 8,810.00 | 0.60% | | 25 | Guodiao Guoxin Zhixin (国调国信智芯) | 6,682.30 | 0.45% | | 26 | Ningbo Turing (宁波图灵) | 6,452.60 | 0.44% | | 27 | Guoke Aixi (国科艾熙) | 6,294.60 | 0.43% | | 28 | CAS Transfer (中科院转化) | 3,524.00 | 0.24% | | 29 | Guangzhou Huixing (广州汇星) | 3,379.00 | 0.23% | | 30 | Jiafu Zedi (嘉富泽地) | 3,341.20 | 0.23% | | 31 | Ningbo Huiyuan (宁波汇原) | 528.60 | 0.04% | | 32 | Guangzhou Xinye (广州新业) | 246.70 | 0.02% | | **Total** | | **1,480,134.20** | **100.00%** |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
On September 18, 2019, Cambricon Limited (寒武纪有限) obtained its Business License issued by the Haidian District Market Supervision and Administration Bureau of Beijing.
Regarding the establishment of the joint-stock company, please refer to "Section 5: Basic Information of the Issuer," sub-section "II. (i) Method of Establishment of the Issuer" in this Prospectus.
Upon completion of this overall conversion, the shareholding structure of the founding shareholders of Cambricon (寒武纪) is as follows:
| No. | Shareholder Name | Number of Shares (shares) | Shareholding Percentage | |-----|-----------------|--------------------------|------------------------| | 1 | Chen Tianshi (陈天石) | 119,497,756 | 33.19% | | 2 | Zhongke Suanyuan (中科算源) | 65,669,721 | 18.24% | | 3 | Aixi Partnership (艾溪合伙) | 30,645,870 | 8.51% | | 4 | Gushengdai Venture (古生代创投) | 14,151,905 | 3.93% | | 5 | Guotou Fund (国投基金) | 14,124,730 | 3.92% | | 6 | Nanjing Zhaoyin (南京招银) | 13,002,264 | 3.61% | | 7 | Ningbo Hangao (宁波瀚高) | 12,339,146 | 3.43% | | 8 | Shenzhen Xinxin (深圳新芯) | 8,571,090 | 2.38% | | 9 | Aijiaxi Partnership (艾加溪合伙) | 8,485,379 | 2.36% | | 10 | Ali Venture (阿里创投) | 6,975,170 | 1.94% | | 11 | Hubei Zhaoyin (湖北招银) | 6,501,132 | 1.81% | | 12 | Henan Guoxin (河南国新) | 6,299,745 | 1.75% | | 13 | Nayuan Mingzhi (纳远明志) | 5,715,844 | 1.59% | | 14 | Jinye Investment (谨业投资) | 5,715,771 | 1.59% | | 15 | Jinshi Yinyi (金石银翼) | 4,285,533 | 1.19% | | 16 | CICC Haomo (中金澔镆) | 4,285,533 | 1.19% | | 17 | iFLYTEK (科大讯飞) | 4,268,751 | 1.19% | | 18 | Zhike Shengxun (智科胜讯) | 4,002,205 | 1.11% | | 19 | Guoxin Capital (国新资本) | 3,796,999 | 1.05% | | 20 | Guoke Ruihua (国科瑞华) | 3,150,858 | 0.88% | | 21 | Nash Equilibrium (纳什均衡) | 3,085,723 | 0.86% | | 22 | Edicara (埃迪卡拉) | 2,995,651 | 0.83% | | 23 | Hubei Lenovo (湖北联想) | 2,884,603 | 0.80% | | 24 | Xinjiang Dongpeng (新疆东鹏) | 2,142,779 | 0.60% | | 25 | Guodiao Guoxin Zhixin (国调国信智芯) | 1,625,277 | 0.45% |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| No. | Shareholder Name | Number of Shares (shares) | Shareholding Percentage | |-----|-----------------|--------------------------|------------------------| | 26 | Ningbo Turing (宁波图灵) | 1,569,409 | 0.44% | | 27 | Guoke Aixi (国科艾熙) | 1,530,980 | 0.43% | | 28 | CAS Transfer (中科院转化) | 857,111 | 0.24% | | 29 | Guangzhou Huixing (广州汇星) | 821,844 | 0.23% | | 30 | Jiafu Zedi (嘉富泽地) | 812,651 | 0.23% | | 31 | Ningbo Huiyuan (宁波汇原) | 128,567 | 0.04% | | 32 | Guangzhou Xinye (广州新业) | 60,003 | 0.02% | | **Total** | | **360,000,000** | **100.00%** |
Each capital increase and overall conversion of the Company has been processed through the internal approval procedures of the state-owned shareholder Zhongke Suanyuan (中科算源), and the Institute of Computing Technology of the Chinese Academy of Sciences (中科院计算所) has issued corresponding approval documents to Zhongke Suanyuan, confirming the Company's capital increases and overall conversion.
The Company and its predecessor underwent a total of 8 capital verifications (including one capital verification review) since establishment and after establishment. The details of each capital verification are as follows:
| No. | Date of Capital Verification Report | Purpose of Verification | Paid-in Capital/Share Capital After Verification | Verification Institution | Verification Report No. | |-----|-------------------------------------|-------------------------|--------------------------------------------------|--------------------------|------------------------| | 1 | May 28, 2018 | Establishment | 90.00 万元 (RMB 900,000) | Beijing Zhongzi Xinda Certified Public Accountants Co., Ltd. (北京中资信达会计师事务所有限公司) | Zhongzi Xinda Yan [2018] No. 3 (中资信达验〔2018〕3号) | | 2 | May 30, 2018 | Capital increase | 105.22393 万元 (RMB 1,052,239.30) | Beijing Zhongzi Xinda Certified Public Accountants Co., Ltd. | Zhongzi Xinda Yan [2018] No. 4 (中资信达验〔2018〕4号) | | 3 | December 17, 2019 | Capital increase | 112.80288 万元 (RMB 1,128,028.80) | Tianjian Certified Public Accountants (天健会计师) | Tianjian Yan [2019] No. 483 (天健验〔2019〕483号) | | 4 | December 17, 2019 | Capital increase | 116.29163 万元 (RMB 1,162,916.30) | Tianjian Certified Public Accountants | Tianjian Yan [2019] No. 486 (天健验〔2019〕486号) | | 5 | December 17, 2019 | Capital increase | 137.65582 万元 (RMB 1,376,558.20) | Tianjian Certified Public Accountants | Tianjian Yan [2019] No. 484 (天健验〔2019〕484号) | | 6 | December 17, 2019 | Capital increase | 148.01342 万元 (RMB 1,480,134.20) | Tianjian Certified Public Accountants | Tianjian Yan [2019] No. 485 (天健验〔2019〕485号) | | 7 | December 17, 2019 | Overall conversion | 36,000.00 万元 (RMB 360,000,000) | Tianjian Certified Public Accountants | Tianjian Yan [2019] No. 487 (天健验〔2019〕487号) | | 8 | February 24, 2020 | Capital verification review | 105.22393 万元 (RMB 1,052,239.30) | Tianjian Certified Public Accountants | Tianjian Yan [2020] No. 23 (天健验〔2020〕23号) |
Tianjian Certified Public Accountants conducted a review of the capital contribution status for the increase in paid-in capital from the time of establishment to 105.22393 万元 (RMB 1,052,239.30) and issued a Capital Verification Review Report. Upon review, Tianjian Certified Public Accountants concluded that: as of July 10, 2017, the paid-in capital of the Company, having increased from its establishment amount to RMB 1,052,239.30, had been fully paid in.
According to the Capital Verification Reports issued by the relevant verification institutions, all funds related to the above capital verification matters have been duly paid in.
Since its establishment, the Company has not undergone any material asset reorganization.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
Since its establishment, the Company has not been listed or traded on any other securities market.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
As of the date of signing of this Prospectus, the Company has 7 controlling subsidiaries and 3 equity participation companies. In addition to the above, Shanghai Semiconductor (上海半导体) was formerly a subsidiary of Cambricon (寒武纪) during the reporting period and was deregistered in 2019.
| Item | Details | |------|---------| | Company Name | Shanghai Cambricon Information Technology Co., Ltd. (上海寒武纪信息科技有限公司) | | Legal Representative | Wang Zai (王在) | | Date of Establishment | April 20, 2016 | | Registered Capital (万元) | 80,000.00 | | Paid-in Capital (万元) | 65,000.00 | | Address | No. 888, Huanhu West Second Road, Nanhui New Town, Pudong New Area | | Principal Business | R&D, design, and sales of intelligent chips |
As of the date of signing of this Prospectus, the equity structure of Shanghai Cambricon is as follows:
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Percentage (%) | |-----|-----------------|---------------------------|---------------------------| | 1 | Cambricon (寒武纪) | 80,000.00 | 100.00 | | **Total** | | **80,000.00** | **100.00** |
| Item | As of/For the Year Ended December 31, 2019 | |------|------------------------------------------| | Total Assets | 39,254.96 | | Net Assets | 21,507.05 | | Net Profit | -16,845.97 |
Note: Data as of/for the year ended December 31, 2019 has been audited by Tianjian Certified Public Accountants (天健会计师).
| Item | Details | |------|---------| | Company Name | Anhui Cambricon Information Technology Co., Ltd. (安徽寒武纪信息科技有限公司) | | Legal Representative | Wang Zai (王在) | | Date of Establishment | April 30, 2019 | | Registered Capital (万元) | 20,000.00 | | Paid-in Capital (万元) | 3,000.00 | | Address | Room 611-194, R&D Center Building, China (Hefei) International Intelligent Voice Industrial Park, No. 3333, Xiyou Road, High-tech Zone, Hefei City, Anhui Province | | Principal Business | R&D, design, and sales of intelligent chips |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
As of the date of signing of this Prospectus, the equity structure of Anhui Cambricon is as follows:
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Percentage (%) | |-----|-----------------|---------------------------|---------------------------| | 1 | Cambricon (寒武纪) | 20,000.00 | 100.00 | | **Total** | | **20,000.00** | **100.00** |
| Item | As of/For the Year Ended December 31, 2019 | |------|------------------------------------------| | Total Assets | 2,738.64 | | Net Assets | 2,469.23 | | Net Profit | -530.77 |
Note: Data as of/for the year ended December 31, 2019 has been audited by Tianjian Certified Public Accountants.
| Item | Details | |------|---------| | Company Name | Xiong'an Cambricon Technology Co., Ltd. (雄安寒武纪科技有限公司) | | Legal Representative | Chen Tianshi (陈天石) | | Date of Establishment | December 28, 2017 | | Registered Capital (万元) | 10,000.00 | | Paid-in Capital (万元) | 5.00 | | Address | A-72-1, Lingxiu Jinjie, Rongcheng County, Baoding City, Hebei Province | | Principal Business | R&D, design, and sales of intelligent chips |
Note: This subsidiary is not currently conducting any actual business operations.
As of the date of signing of this Prospectus, the equity structure of Xiong'an Cambricon is as follows:
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Percentage (%) | |-----|-----------------|---------------------------|---------------------------| | 1 | Cambricon (寒武纪) | 10,000.00 | 100.00 | | **Total** | | **10,000.00** | **100.00** |
| Item | As of/For the Year Ended December 31, 2019 | |------|------------------------------------------| | Total Assets | 2.07 | | Net Assets | 2.07 | | Net Profit | -2.04 |
Note: Data as of/for the year ended December 31, 2019 has been audited by Tianjian Certified Public Accountants.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Item | Details | |------|---------| | Company Name | Nanjing Aixi Information Technology Co., Ltd. (南京艾溪信息科技有限公司) | | Legal Representative | Wang Zai (王在) | | Date of Establishment | May 12, 2015 | | Registered Capital (万元) | 201.00 | | Paid-in Capital (万元) | 201.00 | | Address | No. 18, Xianlin Avenue, Maqun Street, Qixia District, Nanjing | | Principal Business | R&D, design, and sales of intelligent chips |
Note: This subsidiary is not currently conducting any actual business operations.
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Percentage (%) | |-----|-----------------|---------------------------|---------------------------| | 1 | Cambricon (寒武纪) | 201.00 | 100.00 | | **Total** | | **201.00** | **100.00** |
| Item | As of/For the Year Ended December 31, 2019 | |------|------------------------------------------| | Total Assets | 310.44 | | Net Assets | 182.61 | | Net Profit | -43.43 |
Note: Data as of/for the year ended December 31, 2019 has been audited by Tianjian Certified Public Accountants.
| Item | Details | |------|---------| | Company Name | Suzhou Cambricon Information Technology Co., Ltd. (苏州寒武纪信息科技有限公司) | | Legal Representative | Wang Zai (王在) | | Date of Establishment | December 29, 2015 | | Registered Capital (万元) | 100.00 | | Paid-in Capital (万元) | 100.00 | | Address | Unit E502-3, International Science and Technology Park, No. 1355, Jinji Lake Avenue, Suzhou Industrial Park | | Principal Business | R&D, design, and sales of intelligent chips |
Note: This subsidiary is not currently conducting any actual business operations.
As of the date of signing of this Prospectus, the equity structure of Suzhou Cambricon is as follows:
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Percentage (%) | |-----|-----------------|---------------------------|---------------------------| | 1 | Cambricon (寒武纪) | 100.00 | 100.00 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Item | As of/For the Year Ended December 31, 2019 | |------|------------------------------------------| | Total Assets | 30.84 | | Net Assets | 29.21 | | Net Profit | -65.62 |
Note: Data as of/for the year ended December 31, 2019 has been audited by Tianjian Certified Public Accountants.
| Item | Details | |------|---------| | Company Name | 寒武纪（香港）有限公司 | | English Name | Cambricon (Hong Kong) Limited | | Date of Establishment | April 1, 2019 | | Share Capital (万 USD) | 100.00 | | Address | RM 19C LOCKHART CTR 301-307, LOCKHART RD WAN CHAI, HONG KONG | | Nature of Business | CORP | | Legal Status | BODY CORPORATE | | Principal Business | Sales of intelligent chips |
Note: This subsidiary is not currently conducting any actual business operations.
As of the date of signing of this Prospectus, the equity structure of Hong Kong Cambricon is as follows:
| No. | Shareholder Name | Capital Contribution (万 USD) | Contribution Percentage (%) | |-----|-----------------|------------------------------|---------------------------| | 1 | Cambricon (寒武纪) | 100.00 | 100.00 | | **Total** | | **100.00** | **100.00** |
| Item | As of/For the Year Ended December 31, 2019 | |------|------------------------------------------| | Total Assets | 4.49 | | Net Assets | -0.22 | | Net Profit | -0.22 |
Note: Data as of/for the year ended December 31, 2019 has been audited by Tianjian Certified Public Accountants.
| Item | Details | |------|---------| | Company Name | Cambricon (Xi'an) Integrated Circuit Co., Ltd. (寒武纪（西安）集成电路有限公司) | | Legal Representative | Wang Zai (王在) |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Date of Establishment | January 16, 2020 | | Registered Capital (万元) | 3,000.00 | | Paid-in Capital (万元) | 3,000.00 | | Address | Floor 24, Building 3, Runjing Yiyuan, at the intersection of Haojing Avenue and Hanchi First Road, Fengdong New City, Xi'an, Shaanxi Province | | Principal Business | R&D, design, and sales of intelligent chips |
As of the date of signing of this Prospectus, the equity structure of Xi'an Cambricon is as follows:
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Percentage (%) | |-----|-----------------|---------------------------|---------------------------| | 1 | Cambricon (寒武纪) | 3,000.00 | 100.00 | | **Total** | | **3,000.00** | **100.00** |
As Xi'an Cambricon was established in January 2020, no financial data for the most recent year or period is yet available.
In addition to the above subsidiaries, Shanghai Semiconductor was formerly a subsidiary of Cambricon during the reporting period.
The Company previously established two subsidiaries in Shanghai, namely Shanghai Cambricon and Shanghai Semiconductor. In practice, Shanghai Semiconductor did not conduct any business operations after its establishment, and therefore the Company deregistered Shanghai Semiconductor in October 2019 in accordance with its own strategic adjustments. Its basic information prior to deregistration is as follows:
| Item | Details | |------|---------| | Company Name | Shanghai Cambricon Semiconductor Co., Ltd. (上海寒武纪半导体有限公司) | | Legal Representative | Chen Tianshi (陈天石) | | Date of Establishment | July 18, 2016 | | Registered Capital (万元) | 1,000.00 | | Paid-in Capital (万元) | 0.00 | | Address | No. 888, Huanhu West Second Road, Nanhui New Town, Pudong New Area | | Principal Business | Did not conduct actual business operations; now deregistered |
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Percentage (%) | |-----|-----------------|---------------------------|---------------------------| | 1 | Cambricon (寒武纪) | 1,000.00 | 100.00 | | **Total** | | **1,000.00** | **100.00** |
The financial data for the last year prior to the deregistration of Shanghai Semiconductor is as follows: Unit: 万元 (RMB 10,000)
| Item | As of/For the Year Ended December 31, 2018 | |------|------------------------------------------| | Total Assets | 0.00 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
Note: Data as of/for the year ended December 31, 2018 is included in the consolidated financial statements of Cambricon audited by Tianjian Certified Public Accountants.
| Item | Details | |------|---------| | Company Name | Hefei Intelligent Voice Innovation Development Co., Ltd. (合肥智能语音创新发展有限公司) | | Legal Representative | Hu Guoping (胡国平) | | Date of Establishment | October 9, 2019 | | Registered Capital (万元) | 1,470.00 | | Paid-in Capital (万元) | 1,310.00 | | Address | Room 1501, Building 2, Zone A, China (Hefei) International Intelligent Voice Industrial Park, No. 3333, Xiyou Road, High-tech Zone, Hefei City, Anhui Province | | Principal Business | Providing services for the intelligent voice industrial market |
Hafei Intelligent Voice (合肥智能语音) was established on October 9, 2019. In order to meet future strategic planning and business development needs, the Company has held equity in Hefei Intelligent Voice since the date of its establishment, with a shareholding of 8.16%. As of the date of signing of this Prospectus, the equity structure of Hefei Intelligent Voice (合肥智能语音) is as follows:
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Ratio (%) | |-----|-----------------|---------------------------|----------------------| | 1 | iFLYTEK Co., Ltd. (科大讯飞股份有限公司) | 610.00 | 41.50 | | 2 | Anhui Taoyun Technology Co., Ltd. (安徽淘云科技有限公司) | 300.00 | 20.41 | | 3 | Hefei Zhongke Brain-like Intelligence Technology Co., Ltd. (合肥中科类脑智能技术有限公司) | 160.00 | 10.88 | | 4 | Cambricon (寒武纪) | 120.00 | 8.16 | | 5 | UCloud Technology Co., Ltd. (优刻得科技股份有限公司) | 120.00 | 8.16 | | 6 | Guangdong Xunfei Qiming Technology Development Co., Ltd. (广东讯飞启明科技发展有限公司) | 120.00 | 8.16 | | 7 | Chongqing Chongyou Technology Development Company (重庆重邮科技开发公司) | 40.00 | 2.72 | | **Total** | | **1,470.00** | **100.00** |
The most recent annual financial data of Hefei Intelligent Voice (合肥智能语音) is as follows: Unit: 万元 (RMB 10,000)
| Item | As of/For the Year Ended December 31, 2019 | |------|---------------------------------------------| | Total Assets | 200.16 | | Net Assets | 200.08 | | Net Profit | 0.08 |
Note: Data as of/for the year ended December 31, 2019 is unaudited.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| | | |---|---| | Company Name | Zhuhai Hengqin Zhizi Enterprise Management Consulting Partnership (Limited Partnership) (珠海横琴智子企业管理咨询合伙企业（有限合伙）) | | Managing Partner | Guo Zhen (郭震) | | Date of Establishment | May 28, 2019 | | Subscribed Capital Contribution (万元) | 10.00 | | Paid-in Capital Contribution (万元) | 1.00 | | Registered Address | Room 105-67446, No. 6 Baohua Road, Hengqin New Area, Zhuhai (Centralized Office Area) | | Principal Business | Enterprise Management |
Hengqin Zhizi (横琴智子) was established on May 28, 2019. The Company has held equity in Hengqin Zhizi since the date of its establishment, with a shareholding of 1%. This limited partnership was established for the purpose of making equity investments in Guangdong Qinzhi Technology Research Institute Co., Ltd. (广东琴智科技研究院有限公司) through it. As of the date of signing of this Prospectus, the equity structure of Hengqin Zhizi (横琴智子) is as follows:
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Ratio (%) | |-----|-----------------|---------------------------|----------------------| | 1 | Guo Zhen (郭震) | 9.90 | 99.00 | | 2 | Cambricon (寒武纪) | 0.10 | 1.00 | | **Total** | | **10.00** | **100.00** |
| Item | As of/For the Year Ended December 31, 2019 | |------|---------------------------------------------| | Total Assets | 0.00 | | Net Assets | -0.09 | | Net Profit | -0.09 |
Note: Data as of/for the year ended December 31, 2019 is unaudited.
| | | |---|---| | Company Name | Guangdong Qinzhi Technology Research Institute Co., Ltd. (广东琴智科技研究院有限公司) | | Legal Representative | Deng Lianbing (邓练兵) | | Date of Establishment | August 8, 2019 | | Registered Capital (万元) | 500.00 | | Paid-in Capital (万元) | 300.00 | | Registered Address | Room 105-67703, No. 6 Baohua Road, Hengqin New Area, Zhuhai (Centralized Office Area) | | Principal Business | Maintenance, Operation and Marketing of Intelligent Computing Clusters |
Qinzhi Technology (琴智科技) was established on August 8, 2019. In accordance with future strategic planning and business development needs, the Company has held equity in Qinzhi Technology since the date of its establishment,
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
with a direct shareholding of 30.00%. As of the date of signing of this Prospectus, the equity structure of Qinzhi Technology (琴智科技) is as follows:
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Ratio (%) | |-----|-----------------|---------------------------|----------------------| | 1 | Hengqin Zhizi (横琴智子) | 200.00 | 40.00 | | 2 | Zhuhai Dahengqin Technology Development Co., Ltd. (珠海大横琴科技发展有限公司) | 150.00 | 30.00 | | 3 | Cambricon (寒武纪) | 150.00 | 30.00 | | **Total** | | **500.00** | **100.00** |
The most recent annual financial data of Qinzhi Technology (琴智科技) is as follows: Unit: 万元 (RMB 10,000)
| Item | As of/For the Year Ended December 31, 2019 | |------|---------------------------------------------| | Total Assets | 2,880.49 | | Net Assets | 272.06 | | Net Profit | -27.94 |
Note: Data as of/for the year ended December 31, 2019 is unaudited.
The controlling shareholder and actual controller of the Company is Chen Tianshi (陈天石). Chen Tianshi (陈天石), male, born in 1985, holds a Ph.D. in Computer Software and Theory from the University of Science and Technology of China, is a Chinese national, does not hold permanent right of abode outside China, and his ID number is 3601021985********. From July 2010 to September 2019, he was employed at the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所) (having applied for leave to start a business in April 2018), where he successively served as Assistant Researcher, Associate Researcher, Master's Supervisor, Researcher, and Doctoral Supervisor. He founded the Company in March 2016 and currently serves as Chairman of the Board of Directors and General Manager.
**(II) Basic Information on Shareholders Holding 5% or More of Shares Other Than the Controlling Shareholder**
As of the date of signing of this Prospectus, shareholders other than the controlling shareholder who individually hold 5% or more of the shares include Zhongke Suanyuan (中科算源) and Aixi Partnership (艾溪合伙).
In addition to the above shareholders who individually hold 5% or more of the shares, shareholders who collectively hold 5% or more of the shares also include: 1) Nanjing Zhaoyin (南京招银) and Hubei Zhaoyin (湖北招银) collectively holding 5.42% of the Company's equity; 2) Guotou Fund (国投基金) and Ningbo Hangao (宁波瀚高) collectively holding 7.35% of the Company's equity; 3) Gushengdai Ventures (古生代创投) and Zhike Shengxun (智科胜讯) collectively holding 5.04% of the Company's equity.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| | | |---|---| | Name | Beijing Zhongke Suanyuan Asset Management Co., Ltd. (北京中科算源资产管理有限公司) | | Enterprise Type | Limited Liability Company | | Legal Representative | Chen Xilin (陈熙霖) | | Registered Address | Room 1213, Science and Research Complex Building, No. 6 Zhongguancun Academy of Sciences South Road, Haidian District, Beijing | | Registered Capital (万元) | 1,000.00 | | Paid-in Capital (万元) | 1,000.00 | | Date of Establishment | November 15, 2007 | | Principal Business | Asset Management, Investment Management | | Key Financial Data (as of/for the year ended December 31, 2019) | Total Assets (万元): 33,464.94 | | | Net Assets (万元): 33,364.04 | | | Net Profit (万元): 1,878.01 |
Note: Data as of/for the year ended December 31, 2019 is unaudited.
| No. | Shareholder Name | Capital Contribution (万元) | Contribution Ratio (%) | |-----|-----------------|---------------------------|----------------------| | 1 | Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所) | 1,000.00 | 100.00 | | **Total** | | **1,000.00** | **100.00** |
| | | |---|---| | Name | Beijing Aixi Technology Center (Limited Partnership) (北京艾溪科技中心（有限合伙）) | | Enterprise Type | Limited Partnership | | Managing Partner | Chen Tianshi (陈天石) | | Registered Address | Unit 113, Building 1, Floor 1, No. 19 Xianlong Mountain Road, Haidian District, Beijing | | Subscribed Capital Contribution (万元) | 14.00 | | Paid-in Capital Contribution (万元) | 14.00 | | Date of Establishment | March 17, 2016 | | Principal Business | Equity Investment Business | | Key Financial Data (as of/for the year ended December 31, 2019) | Total Assets (万元): 9.63 | | | Net Assets (万元): 9.63 | | | Net Profit (万元): -0.08 |
Note: Data as of/for the year ended December 31, 2019 is unaudited.
As of the date of signing of this Prospectus, the specific capital contribution details of Aixi Partnership (艾溪合伙) are as follows:
| No. | Partner Name | Capital Contribution (万元) | Contribution Ratio (%) | Category | Position | |-----|-------------|---------------------------|----------------------|----------|----------| | 1 | Chen Tianshi (陈天石) | 0.09773 | 0.70 | General Partner | Chairman of the Board of Directors, General Manager |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| No. | Partner Name | Capital Contribution (万元) | Contribution Ratio (%) | Category | Position | |-----|-------------|---------------------------|----------------------|----------|----------| | 2 | Tianjin Xuansuan No. 9 Enterprise Management Partnership (Limited Partnership) (天津玄算九号企业管理合伙企业（有限合伙）) | 4.19388 | 29.96 | Limited Partner | — | | 3 | Liang Jun (梁军) | 2.50674 | 17.91 | Limited Partner | Deputy General Manager, Chief Technology Officer | | 4 | Liu Shaoli (刘少礼) | 1.67400 | 11.96 | Limited Partner | Director, Deputy General Manager | | 5 | Liu Daofu (刘道福) | 1.34000 | 9.57 | Limited Partner | Deputy General Manager | | 6 | Wang Zai (王在) | 1.30400 | 9.31 | Limited Partner | Director, Deputy General Manager, Chief Operating Officer | | 7 | Natural Person 1 | 0.90400 | 6.46 | Limited Partner | Personnel with a labor contract with the Company | | 8 | Natural Person 2 | 0.66900 | 4.78 | Limited Partner | Personnel with a labor contract with the Company | | 9 | Natural Person 3 | 0.33500 | 2.39 | Limited Partner | Employee | | 10 | Yu Xin (喻歆) | 0.15116 | 1.08 | Limited Partner | Employee Supervisor, Director of Verification Department | | 11 | Natural Person 4 | 0.15116 | 1.08 | Limited Partner | Employee | | 12 | Natural Person 5 | 0.14137 | 1.01 | Limited Partner | Employee | | 13 | Natural Person 6 | 0.13158 | 0.94 | Limited Partner | Personnel with a labor contract with the Company | | 14 | Natural Person 7 | 0.12816 | 0.92 | Limited Partner | Employee | | 15 | Natural Person 8 | 0.11200 | 0.80 | Limited Partner | Personnel with a labor contract with the Company | | 16 | Natural Person 9 | 0.04602 | 0.33 | Limited Partner | Employee | | 17 | Natural Person 10 | 0.02611 | 0.19 | Limited Partner | Employee | | 18 | Natural Person 11 | 0.02507 | 0.18 | Limited Partner | Employee | | 19 | Natural Person 12 | 0.02154 | 0.15 | Limited Partner | Employee | | 20 | Natural Person 13 | 0.01652 | 0.12 | Limited Partner | Personnel with a labor contract with the Company | | 21 | Natural Person 14 | 0.01005 | 0.07 | Limited Partner | Employee | | 22 | Natural Person 15 | 0.00587 | 0.04 | Limited Partner | Employee | | 23 | Natural Person 16 | 0.00294 | 0.02 | Limited Partner | Employee | | 24 | Natural Person 17 | 0.00283 | 0.02 | Limited Partner | Employee | | 25 | Natural Person 18 | 0.00196 | 0.01 | Limited Partner | Employee | | 26 | Natural Person 19 | 0.00131 | 0.01 | Limited Partner | Personnel with a labor contract with the Company | | **Total** | | **14.00000** | **100.00** | — | — |
As of the date of signing of this Prospectus, the specific capital contribution details of Tianjin Xuansuan No. 9 Enterprise Management Partnership (Limited Partnership) (天津玄算九号企业管理合伙企业（有限合伙）) are as follows:
| No. | Partner Name | Capital Contribution (万元) | Contribution Ratio (%) | Category | Position | |-----|-------------|---------------------------|----------------------|----------|----------| | 1 | Tianjin Xuansi Enterprise Management Co., Ltd. (天津玄思企业管理有限公司) | 0.10000 | 2.38 | General Partner | — | | 2 | Liang Jun (梁军) | 2.75741 | 65.75 | Limited Partner | Deputy General Manager, Chief Technology Officer |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| No. | Partner Name | Capital Contribution (万元) | Contribution Ratio (%) | Category | Position | |-----|-------------|---------------------------|----------------------|----------|----------| | 3 | Ye Haoyin (叶淏尹) | 0.42826 | 10.21 | Limited Partner | Director, Deputy General Manager, Chief Financial Officer (Financial Head), Board Secretary | | 4 | Natural Person A | 0.19578 | 4.67 | Limited Partner | Employee | | 5 | Natural Person 12 | 0.19386 | 4.62 | Limited Partner | Employee | | 6 | Natural Person 11 | 0.10027 | 2.39 | Limited Partner | Employee | | 7 | Chen Tianshi (陈天石) | 0.09137 | 2.18 | Limited Partner | Chairman of the Board of Directors, General Manager | | 8 | Natural Person 15 | 0.08201 | 1.96 | Limited Partner | Employee | | 9 | Natural Person B | 0.06504 | 1.55 | Limited Partner | Employee | | 10 | Natural Person C | 0.04604 | 1.10 | Limited Partner | Employee | | 11 | Natural Person 16 | 0.03283 | 0.78 | Limited Partner | Employee | | 12 | Natural Person D | 0.01958 | 0.47 | Limited Partner | Personnel with a labor contract with the Company | | 13 | Natural Person E | 0.01628 | 0.39 | Limited Partner | Personnel with a labor contract with the Company | | 14 | Natural Person F | 0.01468 | 0.35 | Limited Partner | Personnel with a labor contract with the Company | | 15 | Natural Person G | 0.01096 | 0.26 | Limited Partner | Personnel with a labor contract with the Company | | 16 | Natural Person H | 0.00979 | 0.23 | Limited Partner | Personnel with a labor contract with the Company | | 17 | Natural Person I | 0.00783 | 0.19 | Limited Partner | Personnel with a labor contract with the Company | | 18 | Natural Person 18 | 0.00607 | 0.14 | Limited Partner | Employee | | 19 | Natural Person J | 0.00520 | 0.12 | Limited Partner | Personnel with a labor contract with the Company | | 20 | Natural Person K | 0.00364 | 0.09 | Limited Partner | Personnel with a labor contract with the Company | | 21 | Natural Person 13 | 0.00306 | 0.07 | Limited Partner | Personnel with a labor contract with the Company | | 22 | Natural Person L | 0.00196 | 0.05 | Limited Partner | Personnel with a labor contract with the Company | | 23 | Natural Person M | 0.00196 | 0.05 | Limited Partner | Personnel with a labor contract with the Company | | **Total** | | **4.19388** | **100.00** | — | — |
As of the date of signing of this Prospectus, the equity structure of Tianjin Xuansi Enterprise Management Co., Ltd. (天津玄思企业管理有限公司) is as follows:
| No. | Partner Name | Capital Contribution (万元) | Contribution Ratio (%) | Position | |-----|-------------|---------------------------|----------------------|----------| | 1 | Chen Tianshi (陈天石) | 1.60 | 80.00 | Chairman of the Board of Directors, General Manager | | 2 | Wang Zai (王在) | 0.20 | 10.00 | Director, Deputy General Manager, Chief Operating Officer | | 3 | Ye Haoyin (叶淏尹) | 0.20 | 10.00 | Director, Deputy General Manager, Chief Financial Officer (Financial Head), Board Secretary | | **Total** | | **2.00** | **100.00** | — |
| | | |---|---| | Name | Nanjing Zhaoyin Telecom New Trend Lingxiao Growth Equity Investment Fund Partnership (Limited Partnership) (南京招银电信新趋势凌霄成长股权投资基金合伙企业（有限合伙）) | | Enterprise Type | Limited Partnership |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| | | |---|---| | Managing Partner | Shenzhen Zhaoyin Telecom Equity Investment Fund Management Co., Ltd. (深圳招银电信股权投资基金管理有限公司) | | Registered Address | No. 396 Binjiang Avenue, Jiangbei New Area, Nanjing | | Subscribed Capital Contribution (万元) | 80,260.00 | | Paid-in Capital Contribution (万元) | 80,160.00 | | Date of Establishment | October 19, 2017 | | Principal Business | Equity Investment Business | | Key Financial Data (as of/for the year ended December 31, 2019) | Total Assets (万元): 80,148.68 | | | Net Assets (万元): 80,148.68 | | | Net Profit (万元): -11.32 |
Note: Data as of/for the year ended December 31, 2019 is unaudited.
| No. | Shareholder Name | Partner Category | Capital Contribution (万元) | Contribution Ratio (%) | |-----|-----------------|-----------------|---------------------------|----------------------| | 1 | Shenzhen Zhaoyin Telecom Equity Investment Fund Management Co., Ltd. (深圳招银电信股权投资基金管理有限公司) | General Partner | 100.00 | 0.12 | | 2 | Shenzhen Zhaoyin Telecom New Trend Equity Investment Fund Partnership (Limited Partnership) (深圳招银电信新趋势股权投资基金合伙企业（有限合伙）) | Limited Partner | 49,573.95 | 61.77 | | 3 | Jiangsu Zhaoyin Modern Industrial Equity Investment Fund Phase I (Limited Partnership) (江苏招银现代产业股权投资基金一期（有限合伙）) | Limited Partner | 30,060.00 | 37.45 | | 4 | Shenzhen Zhaoyin Win-Win Equity Investment Partnership (Limited Partnership) (深圳市招银共赢股权投资合伙企业（有限合伙）) | Limited Partner | 526.05 | 0.66 | | **Total** | | | | |
The general partner of Nanjing Zhaoyin (南京招银) is Shenzhen Zhaoyin Telecom Equity Investment Fund Management Co., Ltd. (深圳招银电信股权投资基金管理有限公司). Its basic information is as follows:
| Name | Shenzhen Zhaoyin Telecom Equity Investment Fund Management Co., Ltd. (深圳招银电信股权投资基金管理有限公司) | |---|---| | Enterprise Type | Limited Liability Company | | Legal Representative | Lian Suping | | Registered Address | 26/F, Tower A, Donghai International, No. 7888 Shennan Avenue, Xiangmihu Street, Futian District, Shenzhen | | Registered Capital (RMB 10,000) | 500.00 | | Paid-in Capital (RMB 10,000) | 500.00 | | Date of Establishment | February 27, 2017 | | Principal Business | Investment Management | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (RMB 10,000): 8,077.82 | | | Net Assets (RMB 10,000): 7,753.51 | | | Net Profit (RMB 10,000): 3,942.68 |
Note: Data as of December 31, 2019 / FY2019 are unaudited.
As of February 29, 2020, the equity structure of Shenzhen Zhaoyin Telecom Equity Investment Fund Management Co., Ltd. (深圳招银电信股权投资基金管理有限公司) is as follows:
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| No. | Shareholder Name | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---| | 1 | China Merchants Bank International Capital Management (Shenzhen) Co., Ltd. (招银国际资本管理（深圳）有限公司) | 400.00 | 80.00 | | 2 | China Telecom System Integration Co., Ltd. (中国电信集团系统集成有限责任公司) | 100.00 | 20.00 | | | Total | 500.00 | 100.00 |
| Name | Hubei Yangtze Zhaoyin Growth Equity Investment Partnership (Limited Partnership) (湖北长江招银成长股权投资合伙企业（有限合伙）) | |---|---| | Enterprise Type | Limited Partnership | | Executive Partner | Hubei Yangtze Zhaoyin Industrial Fund Management Co., Ltd. (湖北长江招银产业基金管理有限公司) | | Registered Address | Room 20, Central China New Finance Incubation Center, 23/F, Building 1, Phase 2, Yuanjing Plaza, No. 227 Zhongbei Road, Wuchang District, Wuhan | | Subscribed Capital Contribution (RMB 10,000) | 200,000.00 | | Paid-in Capital Contribution (RMB 10,000) | 162,970.00 | | Date of Establishment | April 7, 2017 | | Principal Business | Equity Investment | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (RMB 10,000): 173,545.73 | | | Net Assets (RMB 10,000): 173,257.99 | | | Net Profit (RMB 10,000): -1,935.98 |
Note: Data as of December 31, 2019 / FY2019 are unaudited.
| No. | Shareholder Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Hubei Yangtze Zhaoyin Industrial Fund Management Co., Ltd. (湖北长江招银产业基金管理有限公司) | General Partner | 2,000.00 | 1.00 | | 2 | Hubei Yangtze Zhaoyin Industrial Fund Partnership (Limited Partnership) (湖北长江招银产业基金合伙企业（有限合伙）) | Limited Partner | 198,000.00 | 99.00 | | | Total | - | 200,000.00 | 100.00 |
The general partner of Hubei Zhaoyin (湖北招银) is Hubei Yangtze Zhaoyin Industrial Fund Management Co., Ltd. (湖北长江招银产业基金管理有限公司). Its basic information is as follows:
| Name | Hubei Yangtze Zhaoyin Industrial Fund Management Co., Ltd. (湖北长江招银产业基金管理有限公司) | |---|---| | Enterprise Type | Limited Liability Company | | Legal Representative | Yu Guozheng | | Registered Address | 19/F, Wuhan Poly Plaza, No. 99 Zhongnan Road, Wuchang District | | Registered Capital (RMB 10,000) | 500.00 | | Paid-in Capital (RMB 10,000) | 500.00 | | Date of Establishment | January 29, 2016 | | Principal Business | Investment Management |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (RMB 10,000): 16,166.12 | |---|---| | | Net Assets (RMB 10,000): 15,392.08 | | | Net Profit (RMB 10,000): 7,498.99 |
Note: Data as of December 31, 2019 / FY2019 are unaudited.
As of February 29, 2020, the equity structure of Hubei Yangtze Zhaoyin Industrial Fund Management Co., Ltd. (湖北长江招银产业基金管理有限公司) is as follows:
| No. | Shareholder Name | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---| | 1 | China Merchants Bank International Capital Management (Shenzhen) Co., Ltd. (招银国际资本管理（深圳）有限公司) | 500.00 | 100.00 | | | Total | 500.00 | 100.00 |
| Name | Guotou (Shanghai) Science and Technology Achievement Transformation Venture Capital Fund Enterprise (Limited Partnership) (国投（上海）科技成果转化创业投资基金企业（有限合伙）) | |---|---| | Enterprise Type | Limited Partnership | | Executive Partner | Guotou (Shanghai) Venture Capital Management Co., Ltd. (国投（上海）创业投资管理有限公司) | | Registered Address | Room 4064-31, Building 23, No. 1142 Kongjiang Road, Yangpu District, Shanghai | | Subscribed Capital Contribution (RMB 10,000) | 1,000,000.00 | | Paid-in Capital Contribution (RMB 10,000) | 867,000.00 | | Date of Establishment | March 4, 2016 | | Principal Business | Equity Investment | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (RMB 10,000): 846,934.53 | | | Net Assets (RMB 10,000): 848,140.85 | | | Net Profit (RMB 10,000): -10,549.08 |
Note: Data as of December 31, 2019 / FY2019 are unaudited.
| No. | Shareholder Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Guotou (Shanghai) Venture Capital Management Co., Ltd. (国投（上海）创业投资管理有限公司) | General Partner | 5,000.00 | 0.50 | | 2 | State Development & Investment Corp., Ltd. (国家开发投资集团有限公司) | Limited Partner | 210,000.00 | 21.00 | | 3 | National Science and Technology Risk Development Business Center (国家科技风险开发事业中心) | Limited Partner | 200,000.00 | 20.00 | | 4 | Ningbo Meishan Bonded Port Area Qianping Yongshun Investment Management Partnership (Limited Partnership) (宁波梅山保税港区乾平涌顺投资管理合伙企业（有限合伙）) | Limited Partner | 192,500.00 | 19.25 | | 5 | Ningbo Meishan Bonded Port Area Luojia Ximing Investment Management Partnership (Limited Partnership) (宁波梅山保税港区珞佳熙明投资管理合伙企业（有限合伙）) | Limited Partner | 192,500.00 | 19.25 | | 6 | Shanghai Science and Technology Venture Capital (Group) Co., Ltd. (上海科技创业投资（集团）有限公司) | Limited Partner | 100,000.00 | 10.00 | | 7 | China Life Insurance Company Limited (中国人寿保险股份有限公司) | Limited Partner | 80,000.00 | 8.00 | | 8 | Shanghai Shuangchuang Incubation Investment Center (Limited Partnership) (上海双创孵化投资中心（有限合伙）) | Limited Partner | 20,000.00 | 2.00 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Name | Ningbo Hangao Investment Partnership (Limited Partnership) (宁波瀚高投资合伙企业（有限合伙）) | |---|---| | Enterprise Type | Limited Partnership | | Executive Partner | Guotou (Shanghai) Venture Capital Management Co., Ltd. (国投（上海）创业投资管理有限公司) | | Registered Address | Room (20-19), No. 225 Liuting Street, Haishu District, Ningbo, Zhejiang Province | | Subscribed Capital Contribution (RMB 10,000) | 62,000.00 | | Paid-in Capital Contribution (RMB 10,000) | 61,287.50 | | Date of Establishment | April 26, 2018 | | Principal Business | Equity Investment | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (RMB 10,000): 61,173.73 | | | Net Assets (RMB 10,000): 61,080.33 | | | Net Profit (RMB 10,000): -237.22 |
Note: Data as of December 31, 2019 / FY2019 are unaudited.
| No. | Shareholder Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Guotou (Shanghai) Venture Capital Management Co., Ltd. (国投（上海）创业投资管理有限公司) | General Partner | 100.00 | 0.16 | | 2 | China Guotou High-Tech Industry Investment Co., Ltd. (中国国投高新产业投资有限公司) | Limited Partner | 20,600.00 | 33.23 | | 3 | Shanghai Tupu Investment Management Center (Limited Partnership) (上海图璞投资管理中心（有限合伙）) | Limited Partner | 10,000.00 | 16.13 | | 4 | Zhuhai Gaoyang Zhisheng Investment Fund (Limited Partnership) (珠海高阳至圣投资基金（有限合伙）) | Limited Partner | 7,725.00 | 12.46 | | 5 | Zhang Bin | Limited Partner | 5,000.00 | 8.06 | | 6 | Jiang Zhixiang | Limited Partner | 5,000.00 | 8.06 | | 7 | Guangzhou Yuexiu Jinchan Equity Investment Fund Partnership (Limited Partnership) (广州越秀金蝉股权投资基金合伙企业（有限合伙）) | Limited Partner | 5,000.00 | 8.06 | | 8 | Guangzhou State-owned Assets Innovation Investment Fund Partnership (Limited Partnership) (广州国资国企创新投资基金合伙企业（有限合伙）) | Limited Partner | 5,000.00 | 8.06 | | 9 | Jin Shuilian | Limited Partner | 1,030.00 | 1.66 | | 10 | Bai Zhe | Limited Partner | 1,030.00 | 1.66 | | 11 | Sanze Venture Capital Management Co., Ltd. (三泽创业投资管理有限公司) | Limited Partner | 1,000.00 | 1.61 | | 12 | Li Ziyi | Limited Partner | 515.00 | 0.83 | | | Total | - | 62,000.00 | 100.00 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Name | Suzhou Industrial Park Paleozoic Venture Investment Enterprise (Limited Partnership) (苏州工业园区古生代创业投资企业（有限合伙）) | |---|---| | Enterprise Type | Limited Partnership | | Executive Partner | Nanjing Yuandian Zhengze Venture Capital Management Center (Limited Partnership) (南京原点正则创业投资管理中心（有限合伙）) | | Registered Address | Room 201, Building 16, Dongshaху Equity Investment Center, No. 183 Suhong East Road, Suzhou Industrial Park | | Subscribed Capital Contribution (RMB 10,000) | 5,889.0625 | | Paid-in Capital Contribution (RMB 10,000) | 5,889.0625 | | Date of Establishment | May 3, 2016 | | Principal Business | Equity Investment | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (RMB 10,000): 20,867.36 | | | Net Assets (RMB 10,000): 20,867.36 | | | Net Profit (RMB 10,000): 15,077.14 |
Note: Data as of December 31, 2019 / FY2019 are unaudited.
| No. | Shareholder Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Nanjing Yuandian Zhengze Venture Capital Management Center (Limited Partnership) (南京原点正则创业投资管理中心（有限合伙）) | General Partner | 100.0000 | 1.70 | | 2 | Nanjing Zhizi Integrated Circuit Industry Investment Enterprise (Limited Partnership) (南京智子集成电路产业投资企业（有限合伙）) | Limited Partner | 3,859.3750 | 65.53 | | 3 | Jiangsu Jincai Investment Co., Ltd. (江苏金财投资有限公司) | Limited Partner | 1,929.6875 | 32.77 | | | Total | - | 5,889.0625 | 100.00 |
| Name | Suzhou Industrial Park Zhike Shengxun Venture Investment Enterprise (Limited Partnership) (苏州工业园区智科胜讯创业投资企业（有限合伙）) | |---|---| | Enterprise Type | Limited Partnership | | Executive Partner | Nanjing Yuandian Zhengze Venture Capital Management Center (Limited Partnership) (南京原点正则创业投资管理中心（有限合伙）) (Designated Representative: Fei Jianjiang) | | Registered Address | Room 201, Building 16, Dongsha Lake Equity Investment Center, No. 183 Suhong East Road, Suzhou Industrial Park | | Subscribed Capital Contribution (RMB 10,000) | 19,711.54825 | | Paid-in Capital Contribution (RMB 10,000) | 19,111.54825 | | Date of Establishment | June 19, 2017 | | Principal Business | Equity Investment | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (RMB 10,000): 19,132.83 | | | Net Assets (RMB 10,000): 19,132.83 | | | Net Profit (RMB 10,000): -0.42 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
Note: Data as of December 31, 2019 / FY2019 are unaudited.
| No. | Shareholder Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Nanjing Yuandian Zhengze Venture Capital Management Center (Limited Partnership) (南京原点正则创业投资管理中心（有限合伙）) | General Partner | 100.00 | 0.51 | | 2 | Hubei Botong Equity Investment Partnership (Limited Partnership) (湖北渤通股权投资合伙企业（有限合伙）) | Limited Partner | 10,500.00 | 53.27 | | 3 | Shenzhen Zhaoyin Nanshan Industry Upgrading and Innovation Industry Equity Investment Fund Partnership (Limited Partnership) (深圳招银南山产业升级及创新产业股权投资基金合伙企业（有限合伙）) | Limited Partner | 4,555.774125 | 23.11 | | 4 | Shanghai Hongzou Enterprise Service Center (Limited Partnership) (上海泓奏企业服务中心（有限合伙）) | Limited Partner | 4,555.774125 | 23.11 | | | Total | - | 19,711.54825 | 100.00 |
As of the date of signing of this prospectus, there are no pledges or other disputed circumstances with respect to shares of the Issuer held by its shareholders.
The total share capital of the Company prior to this offering is 360,000,000 shares (36,000.00 万股). The Company proposes to issue no more than 40,100,000 shares (4,010.00 万股) of RMB-denominated ordinary shares in this offering. The share capital structure before and after this offering is as follows:
| No. | Shareholder Name | Shares Before Offering | % Before Offering | Shares After Offering | % After Offering | |---|---|---|---|---|---| | 1 | Chen Tianshi | 119,497,756 | 33.19 | 119,497,756 | 29.87 | | 2 | Zhongke Suanyuan (SS) (中科算源（SS）) | 65,669,721 | 18.24 | 65,669,721 | 16.41 | | 3 | Aixi Partnership (艾溪合伙) | 30,645,870 | 8.51 | 30,645,870 | 7.66 | | 4 | Paleozoic Ventures (古生代创投) | 14,151,905 | 3.93 | 14,151,905 | 3.54 | | 5 | Guotou Fund (国投基金) | 14,124,730 | 3.92 | 14,124,730 | 3.53 | | 6 | Nanjing Zhaoyin (南京招银) | 13,002,264 | 3.61 | 13,002,264 | 3.25 | | 7 | Ningbo Hangao (宁波瀚高) | 12,339,146 | 3.43 | 12,339,146 | 3.08 | | 8 | Shenzhen Xinxin (深圳新芯) | 8,571,090 | 2.38 | 8,571,090 | 2.14 | | 9 | Aijiaxi Partnership (艾加溪合伙) | 8,485,379 | 2.36 | 8,485,379 | 2.12 | | 10 | Ali Ventures (阿里创投) | 6,975,170 | 1.94 | 6,975,170 | 1.74 | | 11 | Hubei Zhaoyin (湖北招银) | 6,501,132 | 1.81 | 6,501,132 | 1.62 | | 12 | Henan Guoxin (河南国新) | 6,299,745 | 1.75 | 6,299,745 | 1.57 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| No. | Shareholder Name | Shares Before Offering | % Before Offering | Shares After Offering | % After Offering | |---|---|---|---|---|---| | 13 | Nayuan Mingzhi (纳远明志) | 5,715,844 | 1.59 | 5,715,844 | 1.43 | | 14 | Jinye Investment (谨业投资) | 5,715,771 | 1.59 | 5,715,771 | 1.43 | | 15 | Jinshi Yinyi (金石银翼) | 4,285,533 | 1.19 | 4,285,533 | 1.07 | | 16 | CICC Haomo (中金澔镆) | 4,285,533 | 1.19 | 4,285,533 | 1.07 | | 17 | iFLYTEK (科大讯飞) | 4,268,751 | 1.19 | 4,268,751 | 1.07 | | 18 | Zhike Shengxun (智科胜讯) | 4,002,205 | 1.11 | 4,002,205 | 1.00 | | 19 | Guoxin Capital (SS) (国新资本（SS）) | 3,796,999 | 1.05 | 3,796,999 | 0.95 | | 20 | Guoke Ruihua (国科瑞华) | 3,150,858 | 0.88 | 3,150,858 | 0.79 | | 21 | Nash Equilibrium (纳什均衡) | 3,085,723 | 0.86 | 3,085,723 | 0.77 | | 22 | Ediacara (埃迪卡拉) | 2,995,651 | 0.83 | 2,995,651 | 0.75 | | 23 | Hubei Lenovo (湖北联想) | 2,884,603 | 0.80 | 2,884,603 | 0.72 | | 24 | Xinjiang Dongpeng (新疆东鹏) | 2,142,779 | 0.60 | 2,142,779 | [continued] |
| 25 | 国调国信智芯 (Guodiao Guoxin Zhixin) | 1,625,277 | 0.45 | 1,625,277 | 0.41 | | 26 | 宁波图灵 (Ningbo Turing) | 1,569,409 | 0.44 | 1,569,409 | 0.39 | | 27 | 国科艾熙 (Guoke Aixi) | 1,530,980 | 0.43 | 1,530,980 | 0.38 | | 28 | 中科院转化 (CAS Transfer) | 857,111 | 0.24 | 857,111 | 0.21 | | 29 | 广州汇星 (Guangzhou Huixing) | 821,844 | 0.23 | 821,844 | 0.21 | | 30 | 嘉富泽地 (Jiafu Zedi) | 812,651 | 0.23 | 812,651 | 0.20 | | 31 | 宁波汇原 (Ningbo Huiyuan) | 128,567 | 0.04 | 128,567 | 0.03 | | 32 | 广州新业 (Guangzhou Xinye) | 60,003 | 0.02 | 60,003 | 0.01 | | - | - | - | - | 40,100,000 | 10.02 | | - | 360,000,000 | 100.00 | 400,100,000 | 100.00 | - |
| | | Shares Held (shares) | Shares from This Public Offering | Total | | | | | | | Shares Held (shares) | Proportion (%) |
Note: The "SS" designation after a shareholder's name (abbreviation for "State-owned Shareholder") indicates a state-owned shareholder.
The shareholdings of the top ten shareholders of the issuer prior to this offering are shown in the table below:
| No. | Shareholder Name | Shares (shares) | Proportion (%) | |-----|-----------------|-----------------|----------------| | 1 | Chen Tianshi (陈天石) | 119,497,756 | 33.19 | | 2 | Zhongke Suanyuan (中科算源) (SS) | 65,669,721 | 18.24 | | 3 | Aixi Partnership (艾溪合伙) | 30,645,870 | 8.51 | | 4 | Gushengdai Venture Investment (古生代创投) | 14,151,905 | 3.93 | | 5 | Guotou Fund (国投基金) | 14,124,730 | 3.92 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| No. | Shareholder Name | Shares (shares) | Proportion (%) | |-----|-----------------|-----------------|----------------| | 6 | Nanjing Zhaoyin (南京招银) | 13,002,264 | 3.61 | | 7 | Ningbo Hangao (宁波瀚高) | 12,339,146 | 3.43 | | 8 | Shenzhen Xinxin (深圳新芯) | 8,571,090 | 2.38 | | 9 | Aijiaxi Partnership (艾加溪合伙) | 8,485,379 | 2.36 | | 10 | Alibaba Venture Investment (阿里创投) | 6,975,170 | 1.94 | | Total | | 293,463,031 | 81.52 |
Note: The "SS" designation after a shareholder's name (abbreviation for "State-owned Shareholder") indicates a state-owned shareholder.
Prior to this offering, the company has one natural person shareholder, Chen Tianshi (陈天石). Chen Tianshi directly holds 33.19% of the company's shares and serves as Chairman of the Board and General Manager of the issuer.
In the most recent year, new shareholders added by the issuer through capital increases are as follows:
| Time of Capital Increase and Share Acquisition | Shareholder Name | Additional Capital Contribution (RMB) | Unit Price (RMB/unit of contribution) | Reason for New Shareholder | Basis | |------------------------------------------------|-----------------|--------------------------------------|--------------------------------------|---------------------------|-------| | September 2019 Financing | Nanjing Zhaoyin (南京招银) | 53,458.60 | 14,964.85 | New shareholders are optimistic about the company's development prospects and acquired shares through capital increase | Determined through negotiation | | | Hubei Zhaoyin (湖北招银) | 26,729.30 | 14,964.85 | | | | | Guodiao Guoxin Zhixin (国调国信智芯) | 6,682.30 | 14,964.91 | | | | | Jiafu Zedi (嘉富泽地) | 3,341.20 | 14,964.68 | | | | | Hubei Lenovo (湖北联想) | 6,682.30 | 14,964.91 | | |
Note 1: Minor differences in the per-share price within the same round of capital increase are mainly due to rounding differences in the calculation of contribution amounts and consideration. Note 2: In addition to the capital increase, Hubei Lenovo (湖北联想) also acquired shares in the company through an equity transfer in May 2019, and therefore also qualifies as a new shareholder added through equity transfer within the most recent year. It is counted only once when calculating the total number of new shareholders added within the most recent year.
| Time of Transfer and Share Acquisition | Shareholder Name | Transferor | Registered Capital Transferred (RMB) | Unit Price (RMB/unit of contribution) | Reason for New Shareholder | Basis | |----------------------------------------|-----------------|-----------|--------------------------------------|--------------------------------------|---------------------------|-------| | May 2019 Equity Transfer | Guangzhou Huixing (广州汇星) | iFlytek (科大讯飞) | 3,379.00 | 14,797.28 | New shareholders are optimistic about the company's development prospects and acquired shares from existing shareholders | Determined through negotiation | | | Hubei Lenovo (湖北联想) | Gushengdai Venture Investment (古生代创投) | 5,177.70 | 9,648.15 | | | | | | Luoyang Turing (洛阳图灵) | 12,316.57 | 13,802.54 | | | | | Edicara (埃迪卡拉) | | | | | | | September 2019 Equity Transfer | Ningbo Turing (宁波图灵) | Nashunheng (纳什均衡) | 6,452.60 | 14,963.25 | | | | | | Nayuan Mingzhi (纳远明志) | 12,686.90 | 14,187.86 | | | | | | Chen Tianshi (陈天石) | | | | |
Note: The relatively low price at which Hubei Lenovo (湖北联想) acquired the equity held by Nayuan Mingzhi (纳远明志) in the company is mainly because Hubei Lenovo and Nayuan Mingzhi have a concerted action relationship, and the equity transfer price was determined through negotiation by both parties with reference to the price at which Nayuan Mingzhi originally acquired shares in the company.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
In the year prior to filing, the issuer introduced a total of 9 new shareholders through capital increases or equity transfers, all of which are limited partnerships. The equity changes related to these new shareholders represent the genuine intentions of both parties and are free of disputes or potential disputes.
The relationships between the aforementioned new shareholders and the company's other shareholders, directors, supervisors, and senior management are as follows:
| No. | Name of New Shareholder | Name of Other Company Shareholder/Supervisor | Specific Relationship | |-----|------------------------|---------------------------------------------|----------------------| | 1 | Hubei Lenovo (湖北联想) | Nayuan Mingzhi (纳远明志) (other company shareholder) | Hubei Lenovo and Nayuan Mingzhi have a concerted action relationship | | 2 | Hubei Lenovo (湖北联想) | Song Chunyu (宋春雨) (company supervisor) | Song Chunyu serves as a member of the investment committee of Hubei Lenovo; the general partner and executive partner of Hubei Lenovo is Hubei Changjiang Zhiji Xingyuan Investment Management Center (Limited Partnership) (湖北长江知己行远投资管理中心（有限合伙）), whose general partner and executive partner is Zhiji Xingyuan (Tianjin) Technology Co., Ltd. (知己行远（天津）科技有限公司); Song Chunyu holds 20% of the capital contribution of Zhiji Xingyuan (Tianjin) Technology Co., Ltd. | | 3 | Nanjing Zhaoyin (南京招银) | Lian Suping (连素萍) (company supervisor) | The general partner and executive partner of Nanjing Zhaoyin is Shenzhen Zhaoyin Telecom Equity Investment Fund Management Co., Ltd. (深圳招银电信股权投资基金管理有限公司); Lian Suping serves as the Chairman and General Manager of Shenzhen Zhaoyin Telecom Equity Investment Fund Management Co., Ltd. | | 4 | Hubei Zhaoyin (湖北招银) | Lian Suping (连素萍) (company supervisor) | The general partner and executive partner of Hubei Zhaoyin is Hubei Changjiang Zhaoyin Industrial Fund Management Co., Ltd. (湖北长江招银产业基金管理有限公司); Lian Suping serves as the Chairman of Hubei Changjiang Zhaoyin Industrial Fund Management Co., Ltd. | | 5 | Nanjing Zhaoyin (南京招银) | Hubei Zhaoyin (湖北招银) | The general partner and executive partner of Nanjing Zhaoyin is Shenzhen Zhaoyin Telecom Equity Investment Fund Management Co., Ltd. (深圳招银电信股权投资基金管理有限公司), and the general partner and executive partner of Hubei Zhaoyin is Hubei Changjiang Zhaoyin Industrial Fund Management Co., Ltd. (湖北长江招银产业基金管理有限公司); both Shenzhen Zhaoyin Telecom Equity Investment Fund Management Co., Ltd. and Hubei Changjiang Zhaoyin Industrial Fund Management Co., Ltd. are controlled by China Merchants International Capital Management (Shenzhen) Co., Ltd. (招银国际资本管理（深圳）有限公司) | | 6 | Edicara (埃迪卡拉) | Kong Lingguo (孔令国) (Chairman of the company's Board of Supervisors) | Kong Lingguo is the designated representative of the executive partner of Edicara | | 7 | Guodiao Guoxin Zhixin (国调国信智芯) | Kong Lingguo (孔令国) (Chairman of the company's Board of Supervisors) | Kong Lingguo is the designated representative of the executive partner of Guodiao Guoxin Zhixin | | 8 | Edicara (埃迪卡拉) | Guodiao Guoxin Zhixin (国调国信智芯) | The general partner and executive partner of Edicara is Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司), and the general partner and executive partner of Guodiao Guoxin Zhixin is Ningbo Meishan Bonded Port Area Hexin Investment Management Partnership (Limited Partnership) (宁波梅山保税港区禾芯投资管理合伙企业（有限合伙）); Heli Venture Investment Management (Suzhou) Co., Ltd. is the general partner and executive partner of Ningbo Meishan Bonded Port Area Hexin Investment Management Partnership (Limited Partnership) |
Apart from the above, the new shareholders have no other family relationships, affiliated relationships, entrusted shareholding arrangements, trust shareholding arrangements, or benefit transfer arrangements with the company's other shareholders, directors, supervisors, senior management, or the responsible persons and signing personnel of the intermediary institutions for this offering. The new shareholders possess the qualifications required of shareholders under applicable laws and regulations.
The basic information on Nanjing Zhaoyin (南京招银) and Hubei Zhaoyin (湖北招银) is set out in "Section 5: Basic Information of the Issuer," under "IX. (II) Basic Information on Shareholders Holding More Than 5% of Shares Other Than the Controlling Shareholder" of this prospectus.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Item | Details | |------|---------| | Name | Nanjing Guodiao Guoxin Zhixin Equity Investment Partnership (Limited Partnership) (南京国调国信智芯股权投资合伙企业（有限合伙）) | | Enterprise Type | Limited Partnership | | Executive Partner | Ningbo Meishan Bonded Port Area Hexin Investment Management Partnership (Limited Partnership) (宁波梅山保税港区禾芯投资管理合伙企业（有限合伙）) | | Registered Address | No. 29 Buyue Road, Qiaolin Street, Pukou District, Nanjing | | Subscribed Capital Contribution (10,000 RMB) | 268,871.00 | | Paid-in Capital Contribution (10,000 RMB) | 73,774.20 | | Date of Establishment | April 16, 2019 | | Principal Business | Equity investment | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (10,000 RMB): 71,655.86 | | | Net Assets (10,000 RMB): 71,426.20 | | | Net Profit (10,000 RMB): -2,348.00 |
Note: Data as of December 31, 2019 / FY2019 are unaudited.
| No. | Partner Name | Partner Type | Capital Contribution (10,000 RMB) | Contribution Ratio (%) | |-----|-------------|-------------|----------------------------------|----------------------| | 1 | Ningbo Meishan Bonded Port Area Hexin Investment Management Partnership (Limited Partnership) (宁波梅山保税港区禾芯投资管理合伙企业（有限合伙）) | General Partner | 3,871.00 | 1.44 | | 2 | Jiangsu Province Investment Management Co., Ltd. (江苏省投资管理有限责任公司) | Limited Partner | 75,000.00 | 27.89 | | 3 | China State-owned Enterprise Restructuring Fund Co., Ltd. (中国国有企业结构调整基金股份有限公司) | Limited Partner | 60,000.00 | 22.32 | | 4 | Nanjing Pukou Development Zone Hi-Tech Investment Co., Ltd. (南京浦口开发区高科技投资有限公司) | Limited Partner | 60,000.00 | 22.32 | | 5 | Nanjing Industrial Development Fund Co., Ltd. (南京市产业发展基金有限公司) | Limited Partner | 30,000.00 | 11.16 | | 6 | Zhuhai Hengyan Yizhi Venture Investment Fund (Limited Partnership) (珠海恒岩逸智创业投资基金（有限合伙）) | Limited Partner | 15,000.00 | 5.58 | | 7 | Qinhuangdao Yanzhao Xinxin E-Commerce Consulting Center (秦皇岛燕赵芯电子商务咨询中心) | Limited Partner | 10,000.00 | 3.72 | | 8 | Jiangsu Province Credit Re-guarantee Group Co., Ltd. (江苏省信用再担保集团有限公司) | Limited Partner | 10,000.00 | 3.72 | | 9 | Nanjing Jiangbei New Area Investment and Development Co., Ltd. (南京江北新区投资发展有限公司) | Limited Partner | 5,000.00 | 1.86 | | Total | | - | 268,871.00 | 100.00 |
The general partner of Guodiao Guoxin Zhixin (国调国信智芯) is Ningbo Meishan Bonded Port Area Hexin Investment Management Partnership (Limited Partnership) (宁波梅山保税港区禾芯投资管理合伙企业（有限合伙）), whose basic information is as follows:
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Item | Details | |------|---------| | Name | Ningbo Meishan Bonded Port Area Hexin Investment Management Partnership (Limited Partnership) (宁波梅山保税港区禾芯投资管理合伙企业（有限合伙）) | | Enterprise Type | Limited Partnership | | Executive Partner | Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) | | Registered Address | Room B C0359, Unit 401, Building 1, No. 88 Meishan Qixing Road, Beilun District, Ningbo, Zhejiang Province | | Subscribed Capital Contribution (10,000 RMB) | 4,000.00 | | Paid-in Capital Contribution (10,000 RMB) | 1,000.00 | | Date of Establishment | August 3, 2017 | | Principal Business | Investment management | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (10,000 RMB): 1,000.44 | | | Net Assets (10,000 RMB): 998.96 | | | Net Profit (10,000 RMB): -0.26 |
Note: Data as of December 31, 2019 / FY2019 are unaudited.
As of February 29, 2020, the ownership structure of Ningbo Meishan Bonded Port Area Hexin Investment Management Partnership (Limited Partnership) (宁波梅山保税港区禾芯投资管理合伙企业（有限合伙）) is as follows:
| No. | Partner Name | Partner Type | Capital Contribution (10,000 RMB) | Contribution Ratio (%) | |-----|-------------|-------------|----------------------------------|----------------------| | 1 | Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) | General Partner | 40.00 | 1.00 | | 2 | Ningbo Meishan Bonded Port Area Ningxin Venture Investment Management Partnership (Limited Partnership) (宁波梅山保税港区宁芯创业投资管理合伙企业（有限合伙）) | Limited Partner | 3,060.00 | 76.50 | | 3 | Jiangsu Province Investment Management Co., Ltd. (江苏省投资管理有限责任公司) | Limited Partner | 500.00 | 12.50 | | 4 | China State-owned Enterprise Restructuring Fund Co., Ltd. (中国国有企业结构调整基金股份有限公司) | Limited Partner | 400.00 | 10.00 | | Total | | - | 4,000.00 | 100.00 |
| Item | Details | |------|---------| | Name | Hangzhou Jiafu Zedi Investment Management Partnership (Limited Partnership) (杭州嘉富泽地投资管理合伙企业（有限合伙）) | | Enterprise Type | Limited Partnership | | Executive Partner | Hangzhou Oriental Jiafu Asset Management Co., Ltd. (杭州东方嘉富资产管理有限公司) | | Registered Address | Workstation 798, No. 3 Gongwang Road, Dongzhou Street, Fuyang District, Hangzhou, Zhejiang Province | | Subscribed Capital Contribution (10,000 RMB) | 5,360.00 | | Paid-in Capital Contribution (10,000 RMB) | 5,360.00 | | Date of Establishment | June 12, 2018 | | Principal Business | Equity investment | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (10,000 RMB): 5,317.33 | | | Net Assets (10,000 RMB): 5,316.57 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
Note: Data as of December 31, 2019 / FY2019 are unaudited.
| No. | Partner Name | Partner Type | Capital Contribution (10,000 RMB) | Contribution Ratio (%) | |-----|-------------|-------------|----------------------------------|----------------------| | 1 | Hangzhou Oriental Jiafu Asset Management Co., Ltd. (杭州东方嘉富资产管理有限公司) | General Partner | 60.00 | 1.12 | | 2 | Ningbo Yuce Investment Management Co., Ltd. (宁波宇策投资管理有限公司) | Limited Partner | 4,950.00 | 92.35 | | 3 | Li Jian (李健) | Limited Partner | 150.00 | 2.80 | | 4 | Yu Yizhou (余一洲) | Limited Partner | 100.00 | 1.87 | | 5 | Penghui Investment Consulting (Shanghai) Co., Ltd. (鹏汇投资咨询（上海）有限公司) | Limited Partner | 100.00 | 1.87 | | Total | | - | 5,360.00 | 100.00 |
The general partner of Jiafu Zedi (嘉富泽地) is Hangzhou Oriental Jiafu Asset Management Co., Ltd. (杭州东方嘉富资产管理有限公司), whose basic information is as follows:
| Item | Details | |------|---------| | Name | Hangzhou Oriental Jiafu Asset Management Co., Ltd. (杭州东方嘉富资产管理有限公司) | | Enterprise Type | Limited Liability Company | | Legal Representative | Xu Xiao (徐晓) | | Registered Address | No. 1 Gongwang Road, Huanggongwang Village, Dongzhou Street, Fuyang District, Hangzhou, Zhejiang Province | | Registered Capital (10,000 RMB) | 1,000.00 | | Paid-in Capital (10,000 RMB) | 1,000.00 | | Date of Establishment | May 17, 2016 | | Principal Business | Investment management | | Key Financial Data (as of December 31, 2019 / FY2019) | Total Assets (10,000 RMB): 5,477.35 | | | Net Assets (10,000 RMB): 3,168.90 | | | Net Profit (10,000 RMB): 931.56 |
Note: Data as of December 31, 2019 / FY2019 are unaudited.
As of February 29, 2020, the ownership structure of Hangzhou Oriental Jiafu Asset Management Co., Ltd. (杭州东方嘉富资产管理有限公司) is as follows:
| No. | Shareholder Name | Capital Contribution (10,000 RMB) | Contribution Ratio (%) | |-----|-----------------|----------------------------------|----------------------| | 1 | Zhejiang Orient Group Industrial Finance Investment Co., Ltd. (浙江东方集团产融投资有限公司) | 490.00 | 49.00 | | 2 | Hangzhou Xiaocanglan Investment Management Partnership (Limited Partnership) (杭州小苍兰投资管理合伙企业（有限合伙）) | 480.00 | 48.00 | | 3 | Chen Wanxiang (陈万翔) | 30.00 | 3.00 | | Total | | 1,000.00 | 100.00 |
| Item | Details | |------|---------| | Name | Hubei Province Lenovo Yangtze River Technology Industry Fund Partnership (Limited Partnership) (湖北省联想长江科技产业基金合伙企业（有限合伙）) |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Enterprise Type | Limited Partnership | | Executive Partner | Hubei Changjiang Zhiji Xingyuan Investment Management Center (Limited Partnership) (湖北长江知己行远投资管理中心（有限合伙）) | | Registered Address | Room 149, Floor 18, Block A, Overseas Talent Building, Future Science and Technology City, No. 999 Gaoxin Avenue, East Lake New Technology Development Zone, Wuhan |
Subscribed Capital Contribution (RMB 10,000): 300,000.00 Paid-in Capital Contribution (RMB 10,000): 100,000.00 Date of Establishment: May 16, 2018
| | Amount (RMB 10,000) | |---|---| | Total Assets | 106,959.52 | | Net Assets | 106,959.52 | | Net Profit | 7,561.93 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
| No. | Partner Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Hubei Yangtze Zhiji Xingyuan Investment Management Center (Limited Partnership) (湖北长江知己行远投资管理中心（有限合伙）) | General Partner | 3,000.00 | 1.00 | | 2 | Lenovo Zhiyuan (Tianjin) Technology Co., Ltd. (联想知远（天津）科技有限公司) | Limited Partner | 150,000.00 | 50.00 | | 3 | Hubei Province Yangtze River Economic Belt Industry Guidance Fund Partnership (Limited Partnership) (湖北省长江经济带产业引导基金合伙企业（有限合伙）) | Limited Partner | 117,000.00 | 39.00 | | 4 | Wuhan Optics Valley Industrial Investment Co., Ltd. (武汉光谷产业投资有限公司) | Limited Partner | 30,000.00 | 10.00 | | Total | - | - | 300,000.00 | 100.00 |
The general partner of Hubei Lenovo (湖北联想) is Hubei Yangtze Zhiji Xingyuan Investment Management Center (Limited Partnership) (湖北长江知己行远投资管理中心（有限合伙）). Its basic information is as follows:
| | | |---|---| | Name | Hubei Yangtze Zhiji Xingyuan Investment Management Center (Limited Partnership) (湖北长江知己行远投资管理中心（有限合伙）) | | Enterprise Type | Limited Partnership | | Executive Partner | Zhiji Xingyuan (Tianjin) Technology Co., Ltd. (知己行远（天津）科技有限公司) | | Registered Address | Room FB-1F-110, Lenovo Industrial Base, No. 19 Gaoxin 4th Road, Donghu New Technology Development Zone, Wuhan | | Subscribed Capital Contribution (RMB 10,000) | 3,000.00 | | Paid-in Capital Contribution (RMB 10,000) | 1,130.00 | | Date of Establishment | March 31, 2017 | | Principal Business | Investment management |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| | Amount (RMB 10,000) | |---|---| | Total Assets | 1,130.01 | | Net Assets | 1,130.01 | | Net Profit | 0.17 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
As of February 29, 2020, the equity structure of Hubei Yangtze Zhiji Xingyuan Investment Management Center (Limited Partnership) (湖北长江知己行远投资管理中心（有限合伙）) is as follows:
| No. | Partner Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Zhiji Xingyuan (Tianjin) Technology Co., Ltd. (知己行远（天津）科技有限公司) | General Partner | 100.00 | 3.33 | | 2 | Lenovo Zhiyuan (Tianjin) Technology Co., Ltd. (联想知远（天津）科技有限公司) | Limited Partner | 2,600.00 | 86.67 | | 3 | Songhe Changqing (Tianjin) Management Consulting Center (Limited Partnership) (松鹤长青（天津）管理咨询中心（有限合伙）) | Limited Partner | 300.00 | 10.00 | | Total | - | - | 3,000.00 | 100.00 |
| | | |---|---| | Name | Guangzhou Huixing No. 2 Industrial Investment Partnership (Limited Partnership) (广州汇星二号实业投资合伙企业（有限合伙）) | | Enterprise Type | Limited Partnership | | Executive Partner | Guangzhou Yuexiu Industrial Investment Fund Management Co., Ltd. (广州越秀产业投资基金管理股份有限公司) | | Registered Address | Room 3309, No. 5 Zhujiang West Road, Tianhe District, Guangzhou (office use only) | | Subscribed Capital Contribution (RMB 10,000) | 5,100.00 | | Paid-in Capital Contribution (RMB 10,000) | 5,000.00 | | Date of Establishment | February 14, 2019 | | Principal Business | Equity investment business |
| | Amount (RMB 10,000) | |---|---| | Total Assets | 5,000.74 | | Net Assets | 5,000.64 | | Net Profit | 0.64 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
| No. | Partner Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Guangzhou Yuexiu Industrial Investment Fund Management Co., Ltd. (广州越秀产业投资基金管理股份有限公司) | General Partner | 100.00 | 1.96 | | 2 | Guangzhou Yuexiu Zhichuang Upgrade Industrial Investment Fund Partnership (Limited Partnership) (广州越秀智创升级产业投资基金合伙企业（有限合伙）) | Limited Partner | 2,400.00 | 47.06 | | 3 | Guangzhou Haoyehongda Development Co., Ltd. (广州市昊业宏达发展有限公司) | Limited Partner | 1,000.00 | 19.61 | | 4 | Lin Xusheng (林旭生) | Limited Partner | 1,000.00 | 19.61 | | 5 | Liu Xigao (刘习高) | Limited Partner | 500.00 | 9.80 | | 6 | Chen Lixin (陈立新) | Limited Partner | 100.00 | 1.96 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
The general partner of Guangzhou Huixing (广州汇星) is Guangzhou Yuexiu Industrial Investment Fund Management Co., Ltd. (广州越秀产业投资基金管理股份有限公司). Its basic information is as follows:
| | | |---|---| | Name | Guangzhou Yuexiu Industrial Investment Fund Management Co., Ltd. (广州越秀产业投资基金管理股份有限公司) | | Enterprise Type | Joint Stock Company | | Legal Representative | Wang Shuhui (王恕慧) | | Registered Address | X1301-F3667 (Cluster Registration) (JM), No. 106 Fengze East Road (Self-numbered Building No. 1), Nansha District, Guangzhou | | Registered Capital (RMB 10,000) | 10,000.00 | | Paid-in Capital (RMB 10,000) | 10,000.00 | | Date of Establishment | August 1, 2011 | | Principal Business | Investment management |
| | Amount (RMB 10,000) | |---|---| | Total Assets | 84,997.38 | | Net Assets | 37,542.50 | | Net Profit | 8,528.33 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
As of February 29, 2020, the equity structure of Guangzhou Yuexiu Industrial Investment Fund Management Co., Ltd. (广州越秀产业投资基金管理股份有限公司) is as follows:
| No. | Shareholder Name | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---| | 1 | Guangzhou Yuexiu Financial Holdings Group Co., Ltd. (广州越秀金融控股集团有限公司) | 9,000.00 | 90.00 | | 2 | Fang Jiachun (方加春) | 450.00 | 4.50 | | 3 | Lin Guochun (林国春) | 270.00 | 2.70 | | 4 | Chen Yanping (陈艳萍) | 150.00 | 1.50 | | 5 | Lu Rong (卢荣) | 100.00 | 1.00 | | 6 | Wang Aihua (王爱华) | 30.00 | 0.30 | | Total | | 10,000.00 | 100.00 |
| | | |---|---| | Name | Nanjing Edicara Semiconductor Industry Investment Partnership (Limited Partnership) (南京埃迪卡拉半导体产业投资合伙企业（有限合伙）) | | Enterprise Type | Limited Partnership | | Executive Partner | Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) | | Registered Address | No. 29 Buyue Road, Qiaolin Street, Pukou District, Nanjing | | Subscribed Capital Contribution (RMB 10,000) | 17,540.00 | | Paid-in Capital Contribution (RMB 10,000) | 17,180.00 | | Date of Establishment | September 20, 2018 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| | Amount (RMB 10,000) | |---|---| | Total Assets | 17,184.48 | | Net Assets | 17,179.48 | | Net Profit | -0.51 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
| No. | Partner Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) | General Partner | 200.00 | 1.14 | | 2 | Suzhou Congrong Wenxin Investment Partnership (苏州丛蓉文信投资合伙企业) | Limited Partner | 10,200.00 | 58.15 | | 3 | Gongqingcheng Yachang Hongtao Investment Management Partnership (共青城亚昌宏涛投资管理合伙企业) | Limited Partner | 3,060.00 | 17.45 | | 4 | Beijing Junxin Technology Co., Ltd. (北京君芯科技有限公司) | Limited Partner | 2,040.00 | 11.63 | | 5 | Zhou Qianhao (周钱浩) | Limited Partner | 1,020.00 | 5.82 | | 6 | Gongqingcheng Jialu Investment Management Partnership (共青城嘉麓投资管理合伙企业) | Limited Partner | 1,020.00 | 5.82 | | Total | - | - | 17,540.00 | 100.00 |
The general partner of Edicara (埃迪卡拉) is Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司). Its basic information is as follows:
| | | |---|---| | Name | Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) | | Enterprise Type | Limited Liability Company | | Legal Representative | Kong Lingguo (孔令国) | | Registered Address | Room 201, Building 16, Dongshaху Equity Investment Center, No. 183 Suhong East Road, Suzhou Industrial Park | | Registered Capital (RMB 10,000) | 1,500.00 | | Paid-in Capital (RMB 10,000) | 487.76 | | Date of Establishment | July 2, 2007 | | Principal Business | Investment management |
| | Amount (RMB 10,000) | |---|---| | Total Assets | 3,100.29 | | Net Assets | 199.73 | | Net Profit | 182.74 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
As of February 29, 2020, the equity structure of Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) is as follows:
| No. | Shareholder Name | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---| | 1 | Wang Yuqing (王雨晴) | 1,425.00 | 95.00 | | 2 | Li Hao (李皓) | 75.00 | 5.00 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| | | |---|---| | Name | Ningbo Bonded Zone Zhongke Turing Equity Investment Partnership (Limited Partnership) (宁波保税区中科图灵股权投资合伙企业（有限合伙）) | | Enterprise Type | Limited Partnership | | Executive Partner | Beijing Jingcai Tiandi Fund Management Co., Ltd. (北京精彩天地基金管理有限公司) | | Registered Address | Room 3275, Building 2, No. 406 Xin'qi Jinggang Road, Beilun District, Ningbo, Zhejiang Province | | Subscribed Capital Contribution (RMB 10,000) | 10,000.00 | | Paid-in Capital Contribution (RMB 10,000) | 9,830.00 | | Date of Establishment | March 26, 2018 | | Principal Business | Equity investment business |
| | Amount (RMB 10,000) | |---|---| | Total Assets | 9,712.82 | | Net Assets | 9,712.82 | | Net Profit | -109.35 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
| No. | Partner Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Beijing Jingcai Tiandi Fund Management Co., Ltd. (北京精彩天地基金管理有限公司) | General Partner | 100.00 | 1.00 | | 2 | Weizidun (Xiamen) Investment Management Co., Ltd. (威资顿（厦门）投资管理有限公司) | Limited Partner | 9,900.00 | 99.00 | | Total | - | - | 10,000.00 | 100.00 |
The general partner of Ningbo Turing (宁波图灵) is Beijing Jingcai Tiandi Fund Management Co., Ltd. (北京精彩天地基金管理有限公司). Its basic information is as follows:
| | | |---|---| | Name | Beijing Jingcai Tiandi Fund Management Co., Ltd. (北京精彩天地基金管理有限公司) | | Enterprise Type | Limited Liability Company | | Legal Representative | Lin Hong (林宏) | | Registered Address | Floor 18, Room 1815, No. 9 North 4th Ring West Road, Haidian District, Beijing | | Registered Capital (RMB 10,000) | 1,000.00 | | Paid-in Capital (RMB 10,000) | 1,000.00 | | Date of Establishment | May 12, 2017 | | Principal Business | Investment management |
| | Amount (RMB 10,000) | |---|---| | Total Assets | 1,639.92 | | Net Assets | 932.09 | | Net Profit | -14.59 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
As of February 29, 2020, the equity structure of Beijing Jingcai Tiandi Fund Management Co., Ltd. (北京精彩天地基金管理有限公司) is as follows:
| No. | Shareholder Name | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---| | 1 | Beijing Jingcai Tiandi Investment Consulting Co., Ltd. (北京精彩天地投资顾问有限公司) | 1,000.00 | 100.00 | | Total | | 1,000.00 | 100.00 |
| | | |---|---| | Name | Tianjin Nash Equilibrium Enterprise Management Partnership (Limited Partnership) (天津纳什均衡企业管理合伙企业（有限合伙）) | | Enterprise Type | Limited Partnership | | Executive Partner | Wuhan Shanpu United Asset Management Co., Ltd. (武汉杉浦联合资产经营管理有限公司) | | Registered Address | Buildings 5-4, 10-707, Minghai Center, South of Chongqing Road, West of Hulunbeier Road, China (Tianjin) Pilot Free Trade Zone (Dongjiang Bonded Port Area) (Managed by Tianjin Dongjiang Commercial Services Business Secretarial Services Co., Ltd. Binhai New District Branch, Custody No. 1356) | | Subscribed Capital Contribution (RMB 10,000) | 1,000.00 | | Paid-in Capital Contribution (RMB 10,000) | 1,000.00 | | Date of Establishment | August 30, 2019 | | Principal Business | Equity investment business |
| | Amount (RMB 10,000) | |---|---| | Total Assets | 18,000.00 | | Net Assets | 18,000.00 | | Net Profit | 0.00 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
| No. | Partner Name | Partner Type | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---|---| | 1 | Wuhan Shanpu United Asset Management Co., Ltd. (武汉杉浦联合资产经营管理有限公司) | General Partner | 10.00 | 1.00 | | 2 | Yang Cheng (杨城) | Limited Partner | 990.00 | 99.00 | | Total | - | - | 1,000.00 | 100.00 |
The general partner of Nash Equilibrium (纳什均衡) is Wuhan Shanpu United Asset Management Co., Ltd. (武汉杉浦联合资产经营管理有限公司). Its basic information is as follows:
| | | |---|---| | Name | Wuhan Shanpu United Asset Management Co., Ltd. (武汉杉浦联合资产经营管理有限公司) | | Enterprise Type | Limited Liability Company | | Legal Representative | Lai Guochun (赖国纯) | | Registered Address | F, No. 27 Julong Avenue, Panlongcheng Economic Development Zone, Huangpi District, Wuhan; and Room 17, Floor 1, Building 3, Yayuan | | Registered Capital (RMB 10,000) | 2,300.00 | | Paid-in Capital (RMB 10,000) | 2,300.00 | | Date of Establishment | December 31, 2012 |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| | Amount (RMB 10,000) | |---|---| | Total Assets | 22,000.00 | | Net Assets | 2,300.00 | | Net Profit | 0.00 |
Note: Data as of December 31, 2019 / fiscal year 2019 is unaudited.
As of February 29, 2020, the equity structure of Wuhan Shanpu United Asset Management Co., Ltd. (武汉杉浦联合资产经营管理有限公司) is as follows:
| No. | Shareholder Name | Capital Contribution (RMB 10,000) | Contribution Ratio (%) | |---|---|---|---| | 1 | Yang Cheng (杨城) | 2,185.00 | 95.00 | | 2 | Huang Jinhua (黄金华) | 115.00 | 5.00 | | Total | | 2,300.00 | 100.00 |
**(V) Related-Party Relationships Among Shareholders Prior to This Offering and Their Respective Shareholding Ratios**
As of the date of signing of this prospectus, the related-party relationships among the Company's shareholders are as follows:
| No. | Related Party Name | Shareholding Ratio | Relationship Description | |---|---|---|---| | 1 | Chen Tianshi (陈天石) | 33.19% | | | | Aixi Partnership (艾溪合伙) | 8.51% | The actual controller of Aixi Partnership (艾溪合伙) is Chen Tianshi (陈天石) | | 2 | Nanjing Zhaoyinhang (南京招银) | 3.61% | The general partner and executive partner of Nanjing Zhaoyinhang (南京招银) is Shenzhen China Merchants Bank Telecom Equity Investment Fund Management Co., Ltd. (深圳招银电信股权投资基金管理有限公司); the general partner and executive partner of Hubei Zhaoyinhang (湖北招银) is Hubei Yangtze China Merchants Bank Industrial Fund Management Co., Ltd. (湖北长江招银产业基金管理有限公司); both Shenzhen China Merchants Bank Telecom Equity Investment Fund Management Co., Ltd. and Hubei Yangtze China Merchants Bank Industrial Fund Management Co., Ltd. are controlled by China Merchants International Capital Management (Shenzhen) Co., Ltd. (招银国际资本管理（深圳）有限公司) | | | Hubei Zhaoyinhang (湖北招银) | 1.81% | | | 3 | Guotou Fund (国投基金) | 3.92% | Guotou Fund (国投基金) and Ningbo Hangao (宁波瀚高) are both managed by Guotou (Shanghai) Venture Investment Management Co., Ltd. (国投（上海）创业投资管理有限公司) | | | Ningbo Hangao (宁波瀚高) | | |
3.43% | Limited partnership of which [the entity] serves as general partner and executive managing partner
| Guoke Ruihua (国科瑞华) | 0.88% | Guoke Ruihua (国科瑞华) and Guoke Aixi (国科艾熙) are both limited partnerships of which China Science and Technology Industry Investment Management Co., Ltd. (中国科技产业投资管理有限公司) serves as general partner and executive managing partner | | Guoke Aixi (国科艾熙) | 0.43% | | | Ediacara (埃迪卡拉) | 0.83% | |
| No. | Shareholder Name | Shareholding Percentage | Relationship | |---|---|---|---| | | Guodiao Guoxin Zhixin (国调国信智芯) | | The general partner and executive managing partner of Ediacara (埃迪卡拉) is Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司); the general partner and executive managing partner of Guodiao Guoxin Zhixin (国调国信智芯) is Ningbo Meishan Bonded Port Zone Hexin Investment Management Partnership Enterprise (Limited Partnership) (宁波梅山保税港区禾芯投资管理合伙企业（有限合伙））; Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) is the general partner and executive managing partner of Ningbo Meishan Bonded Port Zone Hexin Investment Management Partnership Enterprise (Limited Partnership) (宁波梅山保税港区禾芯投资管理合伙企业（有限合伙）) | | | Guoxin Capital (国新资本) | 0.45% | | | 6 | Guangzhou Xinye (广州新业) | | The general partner and executive managing partner of Guangzhou Xinye (广州新业) is Guoxin Central Enterprise Operation Investment Fund Management (Guangzhou) Co., Ltd. (国新央企运营投资基金管理（广州）有限公司); the controlling shareholder of Guoxin Capital (国新资本) is China Reform Holdings Corporation Ltd. (中国国新控股有限责任公司); a wholly-owned subsidiary of China Reform Holdings Corporation Ltd. (中国国新控股有限责任公司) is the largest shareholder of Guoxin Central Enterprise Operation Investment Fund Management (Guangzhou) Co., Ltd. (国新央企运营投资基金管理（广州）有限公司) | | | | 0.02% | | | | Guotou Fund (国投基金) | 1.05% | | | 5 | | | | | 7 | | | | | 8 | Paleozoic Ventures (古生代创投) | 3.93% | Paleozoic Ventures (古生代创投) and Zhike Shengxun (智科胜讯) are both limited partnerships of which Nanjing Yuandian Zhengze Venture Investment Management Center (南京原点正则创业投资管理中心) serves as general partner and executive managing partner | | | Zhike Shengxun (智科胜讯) | 1.11% | | | | Henan Guoxin (河南国新) | 1.75% | Henan Guoxin (河南国新) and Ningbo Huiyuan (宁波汇原) are parties acting in concert |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| No. | Name of Related Party | Shareholding Percentage | Relationship | |---|---|---|---| | 9 | Ningbo Huiyuan (宁波汇原) | 0.04% | | | | Nayuan Mingzhi (纳远明志) | 1.59% | Nayuan Mingzhi (纳远明志) and Hubei Lenovo (湖北联想) are parties acting in concert | | | Hubei Lenovo (湖北联想) | 0.80% | |
Apart from the above-mentioned related-party relationships, there are no other related-party relationships among shareholders directly holding equity in the Company prior to this offering.
This offering does not involve any public sale of shares by existing shareholders.
The Board of Directors of the Issuer consists of 9 directors, of whom 3 are independent directors. The composition, nominators, and terms of office of the Board members are as follows:
| Name | Nominator | Term of Office | |---|---|---| | Chen Tianshi (陈天石) | Founding shareholders | November 2019 – November 2022 | | Wang Zai (王在) | Founding shareholders | November 2019 – November 2022 | | Ye Haoyin (叶淏尹) | Founding shareholders | November 2019 – November 2022 | | Liu Shaoli (刘少礼) | Board of Directors | December 2019 – November 2022 | | Liu Liqun (刘立群) | Founding shareholders | November 2019 – November 2022 | | Zhang Peiheng (张佩珩) | Founding shareholders | November 2019 – November 2022 | | Wang Xiuli (王秀丽) | Board of Directors | December 2019 – November 2022 | | Lü Hongbing (吕红兵) | Board of Directors | December 2019 – November 2022 | | Chen Wenguang (陈文光) | Board of Directors | December 2019 – November 2022 |
Chen Tianshi (陈天石): For his personal profile, please refer to "Section 5: Basic Information of the Issuer," "IX. (I) Basic Information of the Controlling Shareholder and Actual Controller" of this Prospectus.
Wang Zai (王在), male, born in 1984, holds a doctorate in Computer Application Technology from the University of Science and Technology of China. Chinese national, no permanent right of abode overseas. From 2011 to 2015, he worked at Zhengzhou Commodity Exchange as a core trading system engineer; from 2015 to 2016, he worked at Central Plains Bank (中原银行) as head of the electronic banking system in the Information Technology Department; from 2016 to 2018, he conducted scientific research at the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所). He joined the Company in 2016 as a founding team member and currently serves as Director, Deputy General Manager, and Chief Operating Officer of the Company.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
Ye Haoyin (叶淏尹), female, born in 1988, holds a master's degree in Western Economics from Peking University. Chinese national, no permanent right of abode overseas. From 2012 to 2016, she worked at China Hi-Tech Investment Group Corporation (中国高新投资集团公司), serving as Investment Manager and Senior Investment Manager; from 2016 to 2019, she worked at SDIC Venture Capital Management Co., Ltd. (国投创业投资管理有限公司) as Deputy President of Investment. She joined the Company in 2019 and currently serves as Director, Deputy General Manager, Chief Financial Officer (CFO), and Secretary to the Board of Directors.
Liu Shaoli (刘少礼), male, born in 1987, holds a doctorate in Computer Architecture from the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所). Chinese national, no permanent right of abode overseas. From 2014 to 2019, he worked at the Institute of Computing Technology, Chinese Academy of Sciences as an Associate Researcher (taking leave of absence to start a business in April 2018). He joined the Company in 2016 as a founding team member and currently serves as Director and Deputy General Manager.
Liu Liqun (刘立群), male, born in 1973, holds a master's degree in Philosophy of Science and Technology from Tsinghua University. Chinese national, no permanent right of abode overseas. From 1997 to 1998, he served as Deputy Section Chief at the Nuclear Power Office of the State Planning Commission; from 1999 to 2000, he worked at China Hi-Tech Investment Group Corporation (中国高新投资集团公司); from 2000 to 2009, he worked at Hi-Tech Investment Development Co., Ltd. (高新投资发展有限公司), serving as Deputy General Manager from 2002; from 2009 to 2016, he worked at China Hi-Tech Investment Group Corporation (中国高新投资集团公司), serving successively as Senior Project Manager in the Investment Operations Department and Investment Director. From 2016 to the present, he has worked at SDIC Venture Capital Management Co., Ltd. (国投创业投资管理公司) as Managing Director, and currently serves as Director of the Company.
Zhang Peiheng (张佩珩), male, born in 1968, holds a master's degree in Engineering from the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所), and holds the title of Senior Engineer at Researcher Level, and is an expert receiving the State Council Special Allowance. Chinese national, no permanent right of abode overseas. From 1989 to 1996, he worked at the Research Institute of Highway, Ministry of Transport (交通部科学研究院), serving successively as Research Trainee and Assistant Researcher; from 1996 to 2005, he worked at the National Research Center for Intelligent Computing Systems at the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所国家智能计算机研究开发中心), serving successively as Engineer, Senior Engineer, Senior Engineer at Researcher Level, Head of Hardware Group, and Deputy Director of the Center. From 2005 to 2016, he worked at the High Performance Computer Research Center of the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所高性能计算机研究中心), serving as Deputy Director and then Director of the Center. From 2017 to the present, he has served as Chief Engineer of the Architecture Department at the Institute of Computing Technology, Chinese Academy of Sciences; from 2019 to the present, he has also concurrently served as Deputy Dean of the Suzhou Intelligent Computing Industry Technology Research Institute of the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所苏州智能计算产业技术研究院). He currently serves as Director of the Company.
Wang Xiuli (王秀丽), female, born in 1965, holds a doctorate in Accounting (International Trade major) from the University of International Business and Economics (对外经济贸易大学). Chinese national, no permanent right of abode overseas. From 1988 to the present, she has been engaged in accounting education at the Business School of the University of International Business and Economics (对外经济贸易大学国际商学院), serving successively as Associate Professor, Professor, and Head of the Department of Financial Management, and currently holds the position of Professor of Accounting at the Business School. From 1999 to the present, she has been a member of the Chinese Institute of Certified Public Accountants (中国注册会计师协会). She currently serves as Independent Director of the Company.
Lü Hongbing (吕红兵), male, born in 1966, holds a master's degree in Law from East China University of Political Science and Law (华东政法大学). Chinese national, no permanent right of abode overseas. From 1998 to the present, he has worked at Grandway Law Offices (国浩律师（上海）事务所), serving successively as Lawyer, Partner, and Chief Executive Partner of Grandway Law Offices. From 2017 to the present, he has served as a member of the National Lawyers Industry Party Committee and Vice President of the All China Lawyers Association (中华全国律师协会); from 2018 to the present, he has served as a member of the National Committee of the Chinese People's Political Consultative Conference (全国政协委员) and member of the Committee on Social and Legal Affairs (社会和法制委员会). He currently serves as Independent Director of the Company.
Chen Wenguang (陈文光), male, born in 1972, holds a doctorate in Computer Architecture from Tsinghua University. Chinese national, no permanent right of abode overseas. From 2000 to 2003, he served as Chief Engineer of Beijing Opboway Software Technology Co., Ltd. (北京奥普博远软件技术有限公司); from 2003 to the present, he has worked in the Department of Computer Science at Tsinghua University, where he currently serves as Professor, Distinguished Member and Deputy Secretary-General of the China Computer Federation (中国计算机学会), and Independent Director of the Company.
The Supervisory Board consists of 5 supervisors, including 1 Chairman of the Supervisory Board and 2 employee supervisors. The composition, nominators, and terms of office of the Supervisory Board members are as follows:
| Name | Nominator | Term of Office | |---|---|---| | Kong Lingguo (孔令国) | Founding shareholders | November 2019 – November 2022 | | Song Chunyu (宋春雨) | Founding shareholders | November 2019 – November 2022 | | Lian Suping (连素萍) | Founding shareholders | November 2019 – November 2022 | | Yu Xin (喻歆) | Employee representatives | November 2019 – November 2022 | | Liao Sha (廖莎) | Employee representatives | November 2019 – November 2022 |
Kong Lingguo (孔令国), male, born in 1966. Taiwanese national, holds a master's degree in Business Administration from Tamkang University (淡江大学) and a master's degree in Mechanical Engineering from National Taiwan University (台湾大学). From 1993 to 1998, he worked at Bicoastal Technology Co., Ltd. (必凯科技股份有限公司) as Deputy Manager. From 1999 to 2001, he worked at Hotung Venture Capital Management Co., Ltd. (和通创业投资管理股份有限公司) as Investment Manager. From 2001 to 2006, he worked at Jardine Venture Investment Management Co., Ltd. (怡和创业投资管理有限公司), serving as Investment Manager and Partner. From 2006 to 2011, he worked at Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) as Partner. From 2011 to 2013, he worked at Suzhou Industrial Park Zhongyuan Equity Investment Management (Limited Partnership) (苏州工业园区重元股权投资管理（有限合伙）) as Executive Partner. From 2013 to 2018, he worked at Suzhou Industrial Park Yuanhe Yuandian Venture Investment Management Co., Ltd. (苏州工业园区元禾原点创业投资管理有限公司) as Executive Partner. From 2018 to the present, he has worked at Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) as Founding and Managing Partner. He currently serves as Chairman of the Supervisory Board of the Company.
Song Chunyu (宋春雨), male, born in 1977, holds a master's degree in Control Theory and Control Engineering from Harbin Institute of Technology (哈尔滨工业大学). Chinese national, no permanent right of abode overseas. From 2001 to 2004, he worked at Lenovo (Beijing) Co., Ltd. (联想（北京）有限公司) as an R&D Engineer. From 2004 to 2009, he worked at Beijing Lenovo Software Co., Ltd. (北京联想软件有限公司), serving successively as R&D Engineer, R&D Manager, and R&D Director. From 2009 to 2011, he worked at Lenovo (Beijing) Co., Ltd. (联想（北京）有限公司), serving successively as Director of Technology Cooperation and Promotion, and Director of Strategic Technology Cooperation. From 2011 to 2016, he worked at Beijing Lenovo Software Co., Ltd. (北京联想软件有限公司), serving successively as Director of Strategic Technology Cooperation, General Manager of Strategic Technology Cooperation, Senior Director, Vice President, and Partner of Lenovo Innovation (Beijing) Investment Management Co., Ltd. (联想创新（北京）投资管理有限公司). From 2016 to 2017, he worked at Lenovo Chengdu Electronics Technology Co., Ltd. (联想成都电子科技有限公司) as Vice President and Partner of Lenovo Innovation (Beijing) Investment Management Co., Ltd. From 2017 to 2018, he worked at Lenovo Innovation (Tianjin) Investment Management Co., Ltd. (联想创新（天津）投资管理有限公司) as Vice President and Partner of Lenovo Innovation (Beijing) Investment Management Co., Ltd. From 2019 to the present, he has worked at Lenovo Innovation (Beijing) Investment Management Co., Ltd. (联想创新（北京）投资管理有限公司) as Vice President and Lenovo Ventures Partner. He currently serves as Supervisor of the Company.
Lian Suping (连素萍), female, born in 1968, holds a bachelor's degree in Computer Software from Xidian University (西安电子科技大学). Chinese national, no permanent right of abode overseas. From 1990 to 1993, she worked at the Second Research Institute of the Ministry of Machinery and Electronics Industry (机电部第二研究所) as an Engineer. From 1993 to 1995, she worked at the Shenzhen Branch of Bank of East Asia (东亚银行深圳分行) as an Investment Manager. From 1995 to 2011, she worked at the Shenzhen Branch of China Construction Bank Co., Ltd. (中国建设银行股份有限公司深圳分行) as Deputy General Manager of the Investment Banking Department. From 2011 to 2014, she worked at the Beijing Branch of China Construction Bank Co., Ltd. (中国建设银行股份有限公司北京分行) as Deputy General Manager of the Investment Banking Department. From 2014 to 2017, she worked at China Merchants Bank Co., Ltd. (招商银行股份有限公司) as Deputy General Manager of the Asset Management Department. From April 2017 to the present, she has worked at CMB International Capital Corporation Limited (招银国际金融有限公司) as Vice President and member of the Management Committee. She currently serves as Supervisor of the Company.
Yu Xin (喻歆), male, born in 1984, holds a doctorate in Computer Application Technology from the University of Science and Technology of China. Chinese national, no permanent right of abode overseas. From 2011 to 2015, he worked at the 10th Research Institute of China Electronics Technology Group Corporation (中国电子科技集团公司第十研究所) as a Senior Engineer. From 2015 to 2016, he worked at Chengdu University of Information Technology (成都信息工程大学) as a Senior Engineer. From 2016 to 2019, he worked at the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所) as a Senior Engineer. He joined the Company in 2016 and currently serves as Employee Supervisor and Director of the Verification Department of the Company.
Liao Sha (廖莎), female, born in 1984, holds a master's degree in Law from China University of Political Science and Law (中国政法大学). Chinese national, no permanent right of abode overseas. From 2008 to 2018, she worked at the People's Court of Dongcheng District, Beijing (北京市东城区人民法院), serving successively as Clerk of the Criminal Division, Assistant Judge of the Enforcement Division, and Judge of the Commercial Affairs Division. She joined the Company in September 2018 and currently serves as Employee Supervisor and Director of the Legal Affairs Department of the Company.
The Company has 6 senior management personnel. The composition, positions, nominators, and terms of office of the senior management are as follows:
| Name | Position | Nominator | Term of Office | |---|---|---|---| | Chen Tianshi (陈天石) | General Manager | Chen Tianshi (Chairman of the Board) | November 2019 – November 2022 | | Wang Zai (王在) | Deputy General Manager, Chief Operating Officer | Chen Tianshi (General Manager) | November 2019 – November 2022 | | Liang Jun (梁军) | Deputy General Manager, Chief Technology Officer | Chen Tianshi (General Manager) | November 2019 – November 2022 | | Liu Shaoli (刘少礼) | Deputy General Manager | Chen Tianshi (General Manager) | November 2019 – November 2022 | | Liu Daofu (刘道福) | Deputy General Manager | Chen Tianshi (General Manager) | November 2019 – November 2022 |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| Ye Haoyin (叶淏尹) | Deputy General Manager, Chief Financial Officer (CFO) | Chen Tianshi (General Manager) | November 2019 – November 2022 | | | Secretary to the Board of Directors | Chen Tianshi (Chairman of the Board) | November 2019 – November 2022 |
Chen Tianshi (陈天石): For his personal profile, please refer to "Section 5: Basic Information of the Issuer," "IX. (I) Basic Information of the Controlling Shareholder and Actual Controller" of this Prospectus.
Wang Zai (王在): For his personal profile, please refer to the résumé description in the Directors section above.
Liang Jun (梁军), male, born in 1976, holds a master's degree in Communications and Information Systems from the University of Science and Technology of China. Chinese national, no permanent right of abode overseas. From 2000 to 2003, he worked at Huawei Technologies Co., Ltd. Beijing Research Institute (华为技术有限公司北京研究所) as an Engineer. From 2003 to 2017, he worked at the Fundamental Business Division of Huawei Technologies Co., Ltd. (华为技术有限公司基础业务部) and HiSilicon Semiconductor Co., Ltd. (深圳市海思半导体有限公司), serving successively as Engineer, Senior Engineer, Principal Engineer, Technical Expert, and Senior Technical Expert. He has been serving the Company since 2017 and currently serves as Deputy General Manager and Chief Technology Officer of the Company.
Liu Shaoli (刘少礼): For his personal profile, please refer to the résumé description in the Directors section above.
Liu Daofu (刘道福), male, born in 1988, holds a doctorate in Computer Architecture from the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所). Chinese national, no permanent right of abode overseas. From 2015 to 2019, he worked at the Institute of Computing Technology, Chinese Academy of Sciences, serving as Assistant Researcher and Senior Engineer. He joined the Company in 2016 as a founding team member and currently serves as Deputy General Manager of the Company.
Ye Haoyin (叶淏尹): For her personal profile, please refer to the résumé description in the Directors section above.
The Company's core technical personnel are the principal technical heads of the Company.
Chen Tianshi (陈天石): For his personal profile, please refer to "Section 5: Basic Information of the Issuer," "IX. (I) Basic Information of the Controlling Shareholder and Actual Controller" of this Prospectus.
Liang Jun (梁军): For his personal profile, please refer to the résumé description in the Senior Management section above.
Liu Shaoli (刘少礼): For his personal profile, please refer to the résumé description in the Directors section above.
Liu Daofu (刘道福): For his personal profile, please refer to the résumé description in the Senior Management section above.
(V) Concurrent Positions Held by the Company's Directors, Supervisors, Senior Management, and Core Technical Personnel
As of the date of signing of this Prospectus, the major concurrent positions held by the Company's directors, supervisors, senior management, and core technical personnel at other entities are as follows:
| No. | Name | Position at the Company | Other Entity | Position at Other Entity | Relationship Between the Other Entity and the Company | |---|---|---|---|---|---| | 1 | Chen Tianshi (陈天石) | Chairman of the Board, General Manager | Aixi Partnership (艾溪合伙) | Executive Managing Partner | Related party | | | | | Tianjin Xuansi Enterprise Management Co., Ltd. (天津玄思企业管理有限公司) | Executive Director and Manager | Related party | | | | | Institute of Computing Technology, Chinese Academy of Sciences (中国科学院计算技术研究所) | Visiting Researcher | Related party | | | | | Southern University of Science and Technology (南方科技大学) | Adjunct Professor | None | | 2 | Wang Zai (王在) | Director, Deputy General Manager, Chief Operating Officer | | | | | 3 | Ye Haoyin (叶淏尹) | Director, Deputy General Manager, Chief Financial Officer (CFO), Secretary to the Board of Directors | | | | | 4 | Liu Liqun (刘立群) | Director | | | |
Ningbo Hanzheng Enterprise Management Partnership (Limited Partnership) | Executive Partner | Related Party
Suzhou Intelligent Computing Industrial Technology Research Institute of Institute of Computing Technology, Chinese Academy of Sciences | Deputy Director | Related Party
Beijing Zhongke Jiyuan Technology Co., Ltd. | Executive Director and General Manager | Related Party
Weifang Zhongke Zhishi Information Technology Co., Ltd. | Executive Director and General Manager | Related Party
| No. | Name | Position at the Company | Other Organizations Held | Position at Other Organizations | Relationship of Concurrent Position Unit with the Company | |-----|------|------------------------|------------------------|-------------------------------|----------------------------------------------------------| | 6 | Wang Xiuli | Independent Director | University of International Business and Economics | Professor | None | | | | | Three Squirrels Co., Ltd. (三只松鼠股份有限公司) | Independent Director | None | | | | | Minmetals Development Co., Ltd. (五矿发展股份有限公司) | Independent Director | None | | | | | Ecovacs Robotics Co., Ltd. (科沃斯股份有限公司) | Independent Director | None | | | | | Minsheng Securities Co., Ltd. (民生证券股份有限公司) | Independent Director | None | | | | | Guoxin Healthcare Guarantee Service Group Co., Ltd. (国新健康保障服务集团股份有限公司) | Independent Director | None | | 7 | Lü Hongbing | Independent Director | Guohao Law Firm (Shanghai) | Partner | None | | | | | Shimao Property Holdings Limited (世茂房地产控股有限公司) | Independent Director | None | | | | | Shanghai Pharmaceuticals (Group) Co., Ltd. (上海医药（集团）有限公司) | External Director | None | | | | | Shanghai Huarui Bank Co., Ltd. (上海华瑞银行股份有限公司) | Independent Director | None | | | | | Shanghai Shentong Metro Co., Ltd. (上海申通地铁股份有限公司) | Independent Director | None | | | | | Shandong Airlines Co., Ltd. (山东航空股份有限公司) | Independent Director | None | | | | | Hong Kong Huaxin Financial Investment Co., Ltd. (香港华信金融投资有限公司) | Independent Director | None | | | | | Shengang Securities Co., Ltd. (申港证券股份有限公司) | Independent Director | None | | | | | Ruihua Health Insurance Co., Ltd. (瑞华健康保险股份有限公司) | Independent Director | None | | | | | Shanghai Zhengdao Red Wine Co., Ltd. (上海正道红酒有限公司) | Director | None | | 8 | Chen Wenguang | Independent Director | Department of Computer Science and Technology, Tsinghua University | Professor | None | | | | | Department of Computer Science, Qinghai University | Department Head | None | | | | | Beijing Fermat Technology Co., Ltd. (北京费马科技有限公司) | Director | None | | | | | Zhuhai Hele Technology Co., Ltd. (珠海和乐科技有限公司) | Executive Director and General Manager | Related Party | | | | | Beijing Aopuboyan Software Technology Co., Ltd. (北京奥普博远软件技术有限公司) | Supervisor | None | | | | | Beijing Huayue Bozhi Technology Co., Ltd. (北京华悦博智科技有限责任公司) | Supervisor | None | | | | | Zhuhai Haimi Software Technology Co., Ltd. (珠海市海米软件技术有限公司) | Supervisor | None | | 9 | Kong Lingguo | Supervisor | Nanjing Baishi Electronics Technology Co., Ltd. (南京百识电子科技有限公司) | Director | Related Party | | | | | Wuhan Feien Microelectronics Co., Ltd. (武汉飞恩微电子有限公司) | Director | Related Party | | | | | Nanjing Grecore Integrated Circuit Co., Ltd. (南京绿芯集成电路有限公司) | Director | Related Party | | | | | Nanjing Tai'ai Microelectronics Co., Ltd. (南京泰艾微电子有限公司) | Director | Related Party | | | | | Zhentuike Information Technology (Shanghai) Co., Ltd. (臻途客信息技术（上海）有限公司) | Director | Related Party | | | | | Heli Venture Capital Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) | Executive Director and General Manager | Related Party | | | | | Nanjing Helitianqian Venture Capital Management Co., Ltd. (南京和利天乾创业投资管理有限公司) | Executive Director | Related Party | | | | | Shanghai Longcang Cultural Creativity Co., Ltd. (上海龙沧文化创意有限公司) | Director | Related Party |
| No. | Name | Position at the Company | Other Organizations Held | Position at Other Organizations | Relationship of Concurrent Position Unit with the Company | |-----|------|------------------------|------------------------|-------------------------------|----------------------------------------------------------| | | | | Lenovo Innovation (Beijing) Investment Management Co., Ltd. (联想创新（北京）投资管理有限公司) | Executive Director | Related Party | | | | | Zhijixingyuan (Beijing) Technology Co., Ltd. (知己行远（北京）科技有限公司) | Executive Director and Manager | Related Party | | | | | Beijing Tianze Zhiyun Technology Co., Ltd. (北京天泽智云科技有限公司) | Supervisor | None | | | | | Suzhou Zhongyan Network Technology Co., Ltd. (苏州众言网络科技股份有限公司) | Supervisor | None | | 10 | Song Chunyu | Supervisor | Lianchuang Yunke Network Technology (Beijing) Co., Ltd. (联创云科网络科技（北京）股份有限公司) | Director | Related Party | | | | | Qiancang (Shanghai) Internet Financial Information Services Co., Ltd. (乾藏（上海）互联网金融信息服务有限公司) | Director | Related Party | | | | | Hangzhou Zhong'ao Technology Co., Ltd. (杭州中奥科技有限公司) | Director | Related Party | | | | | Chengdu Niaohái Technology Co., Ltd. (成都鸟孩科技有限公司) | Director | Related Party | | | | | Galaxy Waterdrop Technology (Beijing) Co., Ltd. (银河水滴科技（北京）有限公司) | Director | Related Party | | | | | Beijing Zhongfei Aivi Aviation Technology Co., Ltd. (北京中飞艾维航空科技有限公司) | Director | Related Party | | | | | Beijing Wuxiandianle Technology Co., Ltd. (北京无限点乐科技有限公司) | Chairman | Related Party | | | | | Qiaoqiao Technology (Beijing) Co., Ltd. (敲敲科技（北京）有限公司) | Director | Related Party | | | | | Beijing Danghong Qitian International Cultural Technology Development Group Co., Ltd. (北京当红齐天国际文化科技发展集团有限公司) | Director | Related Party | | | | | Digital Brand (Beijing) Information Technology Co., Ltd. (数字烙印（北京）信息技术有限公司) | Director | Related Party | | | | | Beijing Mojizhi Technology Co., Ltd. (北京墨轨迹科技有限公司) | Director | Related Party | | | | | Wuhan Lingkong Network Technology Co., Ltd. (武汉铃空网络科技有限公司) | Director | Related Party | | | | | Beijing Xike Network Technology Co., Ltd. (北京细刻网络科技有限公司) | Director | Related Party | | | | | Chengdu Guofan Chuangxiang Technology Co., Ltd. (成都果范创想科技有限公司) | Director | Related Party | | | | | Qiersanling (Beijing) Health Technology Co., Ltd. (柒贰零（北京）健康科技有限公司) | Director | Related Party | | | | | Tianjin Yangtian Technology Co., Ltd. (天津扬天科技有限公司) | Director | Related Party | | | | | Chuangshi Lianke (Beijing) Technology Co., Ltd. (创世联科（北京）科技有限公司) | Director | Related Party | | | | | Beijing Zhongke Huiyan Technology Co., Ltd. (北京中科慧眼科技有限公司) | Director | Related Party | | | | | Beijing Quanxi Zhixin Technology Co., Ltd. (北京全息智信科技有限公司) | Director | Related Party | | | | | Beijing Fangtidao Technology Co., Ltd. (北京放题道科技有限公司) | Director | Related Party | | | | | Lianbao (Beijing) Technology Co., Ltd. (联保（北京）科技有限公司) | Director | Related Party | | | | | Shanghai Diyan Network Technology Co., Ltd. (上海迪檐网络科技有限公司) | Director | Related Party | | | | | Wujie (Shanghai) Technology Co., Ltd. (物界（上海）科技有限公司) | Director | Related Party | | | | | CMB International Capital Limited (招银国际金融有限公司) | Vice President | Related Party | | | | | Dingdang Health Technology Group Co., Ltd. (叮当快药科技集团有限公司) | Director | Related Party | | | | | Nanjing Guiji Intelligent Technology Co., Ltd. (南京硅基智能科技有限公司) | Director | Related Party | | 11 | Lian Suping | Supervisor | Shenzhen CMB Telecom Equity Investment Fund Management Co., Ltd. (深圳招银电信股权投资基金管理有限公司) | Chairman and General Manager | Related Party |
| No. | Name | Position at the Company | Other Organizations Held | Position at Other Organizations | Relationship of Concurrent Position Unit with the Company | |-----|------|------------------------|------------------------|-------------------------------|----------------------------------------------------------| | | | | Jiangsu CMB Industrial Fund Management Co., Ltd. (江苏招银产业基金管理有限公司) | Chairman and General Manager | Related Party | | | | | Hubei Yangtze River CMB Industrial Fund Management Co., Ltd. (湖北长江招银产业基金管理有限公司) | Chairman | Related Party | | | | | Great Wall CMB Asset Management (Shenzhen) Co., Ltd. (长城招银资产管理（深圳）有限公司) | Chairman | Related Party | | | | | Xinjiang CMB Xintou Tianshan Fund Co., Ltd. (新疆招银新投天山基金有限公司) | Chairman | Related Party |
As of the date of signing of this prospectus, in addition to the concurrent positions disclosed in the above table, the Company's directors, supervisors, senior management, and core technical personnel hold no other significant positions at other organizations. For the related-party relationships between the Company and the concurrent employment entities of the Company's directors, supervisors, senior management, and core technical personnel, please refer to "Section 7: Corporate Governance and Independence" — "VIII. Related Parties, Related-Party Relationships, and Related-Party Transactions" in this prospectus.
XII. Personal Investments of the Company's Directors, Supervisors, Senior Management, and Core Technical Personnel
As of the date of signing of this prospectus, the direct and indirect aggregate shareholding of the Company's directors, supervisors, senior management, and core technical personnel prior to the issuance is as follows:
| No. | Name | Position at the Company | Direct Shareholding Percentage | Indirect Shareholding | Total Shareholding Percentage | |-----|------|------------------------|-------------------------------|----------------------|-------------------------------| | 1 | Chen Tianshi | Chairman and General Manager | 33.19% | 1.16% | 34.36% | | 2 | Wang Zai | Director, Vice General Manager, Chief Operating Officer | — | 0.80% | 0.80% | | 3 | Ye Haoyin | Director, Vice General Manager, Chief Financial Officer (CFO), Board Secretary | — | 0.27% | 0.27% | | 4 | Liu Shaoli | Director, Vice General Manager | — | 1.02% | 1.02% | | 5 | Liu Liqun | Director | — | 0.0002% | 0.0002% | | 6 | Zhang Peiheng | Director | — | — | — | | 7 | Wang Xiuli | Independent Director | — | — | — | | 8 | Lü Hongbing | Independent Director | — | — | — | | 9 | Chen Wenguang | Independent Director | — | — | — | | 10 | Kong Lingguo | Supervisor | — | — | — | | 11 | Song Chunyu | Supervisor | — | 0.00005% | 0.00005% |
| No. | Name | Position at the Company | Direct Shareholding Percentage | Indirect Shareholding | Total Shareholding Percentage | |-----|------|------------------------|-------------------------------|----------------------|-------------------------------| | 12 | Lian Suping | Supervisor | — | — | — | | 13 | Yu Xin | Employee Supervisor, Director of Verification Department | — | 0.13% | 0.13% | | 14 | Liao Sha | Employee Supervisor, Director of Legal Affairs Department | — | 0.04% | 0.04% | | 15 | Liang Jun | Vice General Manager and Chief Technology Officer | — | 3.20% | 3.20% | | 16 | Liu Daofu | Vice General Manager | — | 0.82% | 0.82% |
Note: Except for Liu Liqun and Song Chunyu, indirect shareholders in the above table hold the Company's shares indirectly through Aixi Partnership or Aijiaxi Partnership. Liu Liqun holds the Company's shares indirectly through Guotou Fund and Ningbo Hangao. Song Chunyu holds the Company's shares indirectly through Hubei Lenovo.
Aside from the above, no other directors, supervisors, senior management, or core technical personnel directly or indirectly hold shares in the Company in any manner.
As of the date of signing of this prospectus, Wang Yuqing, the spouse of Company Supervisor Kong Lingguo, indirectly holds approximately 0.013% of the Company's shares, primarily through Guodiao Guoxin Zhixin and Edicara.
Aside from the above, close relatives of other directors, supervisors, senior management, and core technical personnel of the Company do not hold any shares in the Company.
3. Pledge or Freeze of Shares Held by the Company's Directors, Supervisors, Senior Management, Core Technical Personnel, and Their Close Relatives
As of the date of signing of this prospectus, the shares held by the Company's directors, supervisors, senior management, core technical personnel, and their close relatives are not subject to any pledge or freeze.
(II) Other External Investments of Directors, Supervisors, Senior Management, and Core Technical Personnel
As of the date of signing of this prospectus, the primary external investments of the Company's directors, supervisors, senior management, and core technical personnel are as follows:
| Name | Position at the Company | Invested Enterprise | Shareholding Percentage | |------|------------------------|--------------------|-----------------------| | Chen Tianshi | Chairman and General Manager | Aixi Partnership (艾溪合伙) | 0.70% | | | | Tianjin Xuansi Enterprise Management Co., Ltd. (天津玄思企业管理有限公司) | 80.00% | | | | Tianjin Xuansuan No. 1 Enterprise Management Partnership (Limited Partnership) (天津玄算一号企业管理合伙企业（有限合伙）) | 43.67% | | | | Tianjin Xuansuan No. 2 Enterprise Management Partnership (Limited Partnership) (天津玄算二号企业管理合伙企业（有限合伙）) | 48.15% | | | | Tianjin Xuansuan No. 9 Enterprise Management Partnership (Limited Partnership) (天津玄算九号企业管理合伙企业（有限合伙）) | 2.18% |
| Name | Position at the Company | Invested Enterprise | Shareholding Percentage | |------|------------------------|--------------------|-----------------------| | Wang Zai | Director, Vice General Manager, Chief Operating Officer | Aixi Partnership (艾溪合伙) | 9.31% | | | | Tianjin Xuansi Enterprise Management Co., Ltd. (天津玄思企业管理有限公司) | 10.00% | | | | Tianjin Xuansuan No. 2 Enterprise Management Partnership (Limited Partnership) (天津玄算二号企业管理合伙企业（有限合伙）) | 0.31% | | | | Aijiaxi Partnership (艾加溪合伙) | 0.0028% | | Ye Haoyin | Director, Vice General Manager, Chief Financial Officer (CFO), Board Secretary | Tianjin Xuansuan No. 9 Enterprise Management Partnership (Limited Partnership) (天津玄算九号企业管理合伙企业（有限合伙）) | 10.21% | | | | Tianjin Xuansi Enterprise Management Co., Ltd. (天津玄思企业管理有限公司) | 10.00% | | | | Tianjin Xuansuan No. 2 Enterprise Management Partnership (Limited Partnership) (天津玄算二号企业管理合伙企业（有限合伙）) | 0.40% | | Liu Shaoli | Director, Vice General Manager | Aixi Partnership (艾溪合伙) | 11.96% | | | | Ningbo Hanzheng Enterprise Management Partnership (Limited Partnership) (宁波瀚正企业管理合伙企业（有限合伙）) | 4.00% | | Liu Liqun | Director | Yixin (Shanghai) Enterprise Management Center (Limited Partnership) (屹新（上海）企业管理中心（有限合伙）) | 2.67% | | Zhang Peiheng | Director | Beijing Zhongke Jiyuan Technology Co., Ltd. (北京中科吉因科技有限公司) | 60.00% | | | | Weifang Zhongke Zhishi Information Technology Co., Ltd. (潍坊中科智视信息技术有限公司) | 55.00% | | | | Guangzhou Xinrui Medical Technology Co., Ltd. (广州信瑞医疗技术有限公司) | 20.00% | | | | Suzhou Jiema Gene Co., Ltd. (苏州吉玛基因股份有限公司) | 0.84% | | Lü Hongbing | Independent Director | Shanghai Zhengdao Red Wine Co., Ltd. (上海正道红酒有限公司) | 10.00% | | | | Shanghai Senchun Investment Center (Limited Partnership) (上海森春投资中心（有限合伙）) | 2.71% | | Chen Wenguang | Independent Director | Beijing Fermat Technology Co., Ltd. (北京费马科技有限公司) | 26.80% | | | | Zhuhai Hele Technology Co., Ltd. (珠海和乐科技有限公司) | 51.25% | | | | Beijing Aopuboyan Software Technology Co., Ltd. (北京奥普博远软件技术有限公司) | 16.06% | | | | Ningbo Jiangbei Feibema Enterprise Management Consulting Partnership (Limited Partnership) (宁波江北弗贝马企业管理咨询合伙企业（有限合伙）) | 0.25% | | | | Zhuhai Haimi Software Technology Co., Ltd. (珠海市海米软件技术有限公司) | 0.01% | | | | Inner Mongolia Tansuo Supercomputing Technology Co., Ltd. (内蒙古探索超算科技有限公司) | 2.80% | | Song Chunyu | Supervisor | Zhijixingyuan (Beijing) Technology Co., Ltd. (知己行远（北京）科技有限公司) | 20.00% | | | | Zhijixingyuan (Tianjin) Technology Co., Ltd. (知己行远（天津）科技有限公司) | 20.00% | | | | Tianjin Lianchuang Gaoy Medical Technology Center (Limited Partnership) (天津联创高医科技中心（有限合伙）) | 3.09% | | | | Tianjin Lianchuang Gaozheng Technology Center (Limited Partnership) (天津联创高证科技中心（有限合伙）) | 2.34% | | Yu Xin | Employee Supervisor, Director of Verification Department | Aixi Partnership (艾溪合伙) | 1.08% | | | | Tianjin Xuansuan No. 1 Enterprise Management Partnership (Limited Partnership) (天津玄算一号企业管理合伙企业（有限合伙）) | 3.39% |
| Name | Position at the Company | Invested Enterprise | Shareholding Percentage | |------|------------------------|--------------------|-----------------------| | Liao Sha | Employee Supervisor, Director of Legal Affairs Department | Tianjin Xuansuan No. 2 Enterprise Management Partnership (Limited Partnership) (天津玄算二号企业管理合伙企业（有限合伙）) | 3.95% | | Liang Jun | Vice General Manager and Chief Technology Officer | Aixi Partnership (艾溪合伙) | 17.91% | | | | Tianjin Xuansuan No. 9 Enterprise Management Partnership (Limited Partnership) (天津玄算九号企业管理合伙企业（有限合伙）) | 65.75% | | Liu Daofu | Vice General Manager | Aixi Partnership (艾溪合伙) | 9.57% | | | | Tianjin Xuansuan No. 2 Enterprise Management Partnership (Limited Partnership) (天津玄算二号企业管理合伙企业（有限合伙）) | 0.47% |
Apart from being direct or indirect shareholders of the issuer, the issuer's directors, supervisors, senior management, and core technical personnel have no external investments that are related to the issuer's business or that constitute conflicts of interest with the Company.
XIII. Compensation of the Company's Directors, Supervisors, Senior Management, and Core Technical Personnel
The Company has established a comprehensive compensation system. The compensation of the Company's internal directors, employee representative supervisors, senior management, and core technical personnel consists of base salary, bonuses, and social insurance and welfare benefits. Base salary and social insurance benefits are stipulated in labor contracts; bonuses are determined based on the Company's annual performance.
Independent directors receive independent director allowances from the Company; external directors (other than independent directors) who do not hold other positions at the Company, and non-employee representative supervisors, do not receive remuneration from the Company.
The compensation received from the Company in 2019 by the Company's current directors, supervisors, senior management, and core technical personnel is as follows:
| Name | Position at the Company | 2019 Annual Compensation | |------|------------------------|--------------------------| | Chen Tianshi | Chairman and General Manager | 108.96 | | Wang Zai | Director, Vice General Manager and Chief Operating Officer | 134.96 | | Ye Haoyin | Director, Vice General Manager, Chief Financial Officer (CFO), Board Secretary | 88.12 | | Liu Shaoli | Director, Vice General Manager | 137.05 | | Liu Liqun | Director | — | | Zhang Peiheng | Director | — | | Wang Xiuli | Independent Director | — | | Lü Hongbing | Independent Director | — | | Chen Wenguang | Independent Director | — | | Kong Lingguo | Supervisor | — | | Song Chunyu | Supervisor | — |
| Name | Position at the Company | 2019 Annual Compensation | |------|------------------------|--------------------------| | Lian Suping | Supervisor | — | | Yu Xin | Employee Supervisor, Director of Verification Department | 103.22 | | Liao Sha | Employee Supervisor, Director of Legal Affairs Department | 84.38 | | Liang Jun | Vice General Manager and Chief Technology Officer | 372.64 | | Liu Daofu | Vice General Manager | 113.25 |
In 2017, 2018, and 2019, the proportion of the total compensation of the Company's directors, supervisors, senior management, and core technical personnel to the total profit for each period is as follows:
| Item | 2019 | 2018 | 2017 | |------|------|------|------| | Total compensation of directors, supervisors, senior management, and core technical personnel | | | |
XIV. Agreements and Important Commitments Between the Company and Its Directors, Supervisors, Senior Management, and Core Technical Personnel
As of the date of signing of this prospectus, all directors, senior management, and core technical personnel serving in the company have signed employment contracts with the company (or its controlled subsidiaries), which contain detailed provisions regarding confidentiality, non-competition, patent ownership, and other matters.
Apart from the above agreements, the company's directors, senior management, and core technical personnel have not entered into any other agreements with the company. Since the signing of the relevant agreements, the relevant directors, senior management, and core technical personnel have strictly fulfilled the obligations and duties stipulated in the contracts, complied with the relevant commitments, and to date there have been no instances of breach of contractual obligations, responsibilities, or commitments.
For the commitments of the company's directors, supervisors, senior management, and core technical personnel regarding share lock-up, please refer to the relevant content of "Section X: Investor Protection," "VII. Relevant Commitment Matters" of this prospectus.
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
XV. Family Relationships Among the Company's Directors, Supervisors, Senior Management, and Core Technical Personnel
As of the date of signing of this prospectus, there are no close family relationships among the company's directors, supervisors, senior management, and core technical personnel.
The company's directors, supervisors, and senior management meet the qualification requirements stipulated in the Securities Law, the Company Law, and other laws and regulations, as well as the Articles of Association.
The company's directors, supervisors, and senior management have not been identified by the China Securities Regulatory Commission (CSRC) as market access prohibition persons, and there are no circumstances in which they have been subject to criminal penalties or involved in criminal proceedings for violations of relevant laws and regulations.
XVII. Changes in the Company's Directors, Supervisors, Senior Management, and Core Technical Personnel During the Reporting Period Over the Past Two Years
| Time Period | Members | Position | Number of Directors | Reason for Change | |---|---|---|---|---| | January 2018 to September 2019 | Chen Tianshi | Chairman | 7 | — | | | Kong Lingguo | Director | | | | | Wang Zai | Director | | | | | Ye Haoyin | Director | | | | | Liu Shaoli | Director | | | | | Liu Daofu | Director | | | | | Zhang Peiheng | Director | | | | September 2019 to November 2019 | Chen Tianshi | Chairman | 7 | Due to changes in Ye Haoyin's work, shareholder Guotou Fund re-designated Liu Liqun to serve as the company's director; the company replaced the team director and re-elected Ye Haoyin as director | | | Kong Lingguo | Director | | | | | Wang Zai | Director | | | | | Ye Haoyin | Director | | | | | Liu Shaoli | Director | | | | | Liu Liqun | Director | | | | | Zhang Peiheng | Director | | |
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
| Time Period | Members | Position | Number of Directors | Reason for Change | |---|---|---|---|---| | November 2019 to December 2019 | Chen Tianshi | Chairman | 5 | The company was wholly transformed into a joint-stock company; directors were elected based on the company's operational needs | | | Wang Zai | Director | | | | | Ye Haoyin | Director | | | | | Liu Liqun | Director | | | | | Zhang Peiheng | Director | | | | December 2019 to present | Chen Tianshi | Chairman | 9 | Based on the company's operational needs, Liu Shaoli was additionally elected as a company director, and Lü Hongbing, Wang Xiuli, and Chen Wenguang were additionally elected as independent directors | | | Wang Zai | Director | | | | | Ye Haoyin | Director | | | | | Liu Shaoli | Director | | | | | Liu Liqun | Director | | | | | Zhang Peiheng | Director | | | | | Wang Xiuli | Independent Director | | | | | Lü Hongbing | Independent Director | | | | | Chen Wenguang | Independent Director | | |
| Time Period | Members | Position | Number of Supervisors | Reason for Change | |---|---|---|---|---| | January 2018 to July 2018 | Wang Zhiguo | Supervisor | 1 | — | | July 2018 to November 2019 | Wang Zhiguo | Supervisor | 2 | Based on the company's operational needs, Song Chunyu was elected as a company supervisor | | | Song Chunyu | Supervisor | | | | November 2019 to present | Kong Lingguo | Chairman of the Board of Supervisors | 5 | The company was wholly transformed into a joint-stock company; members of the Board of Supervisors were elected based on the company's operational needs | | | Song Chunyu | Supervisor | | | | | Lian Suping | Supervisor | | | | | Yu Xin | Employee Supervisor | | | | | Liao Sha | Employee Supervisor | | |
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
| Time Period | Members | Position | Number of Senior Management | Reason for Change | |---|---|---|---|---| | January 2018 to November 2019 | Chen Tianshi | Manager | 1 | — | | November 2019 to present | Chen Tianshi | General Manager | 6 | Senior management appointed based on the company's operational needs | | | Wang Zai | Deputy General Manager, Chief Operating Officer | | | | | Liang Jun | Deputy General Manager, Chief Technology Officer | | | | | Liu Shaoli | Deputy General Manager | | | | | Liu Daofu | Deputy General Manager | | | | | Ye Haoyin | Deputy General Manager, Chief Financial Officer, Board Secretary | | |
From 2018 to the present, there have been no changes in the company's core technical personnel, who are Chen Tianshi, Liang Jun, Liu Shaoli, and Liu Daofu.
During the reporting period, in response to business development needs, the company expanded and adjusted its management team. The adjustments to the company's directors, supervisors, and senior management comply with relevant laws, regulations, normative documents, and the Articles of Association. There have been no material adverse changes to the company's directors, supervisors, senior management, or core technical personnel during the reporting period.
The number of employees with signed employment contracts as of December 31, 2017, December 31, 2018, and December 31, 2019 were 80, 352, and 858, respectively. As of December 31, 2019, the composition of employees with signed employment contracts at the issuer and its subsidiaries is as follows:
| Category | Structure | Number of Employees (persons) | Proportion of Employees | |---|---|---|---| | By Specialty | R&D and Technical Personnel | 680 | 79.25% | | | Marketing and Sales Personnel | 26 | 3.03% | | | Administrative and Support Personnel | 152 | 17.72% | | | Total | 858 | 100.00% | | By Education Level | Doctoral Degree | 38 | 4.43% | | | Master's Degree | 508 | 59.21% | | | Bachelor's Degree and Below | 312 | 36.36% | | | Total | 858 | 100.00% | | By Age | Age 40 (inclusive) and above | 39 | 4.54% | | | Ages 30–39 (inclusive) | 407 | 47.44% |
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
| Category | Structure | Number of Employees (persons) | Proportion of Employees | |---|---|---|---| | | Under 30 years old | 412 | 48.02% | | | Total | 858 | 100.00% |
During the reporting period, there were certain personnel from the Institute of Computing Technology of the Chinese Academy of Sciences (CAS ICT) who held concurrent positions at the company. Such personnel signed service contracts with the company, and the company paid them service remuneration. Their social insurance and housing provident fund were contributed by their original employer, CAS ICT.
The company has signed employment contracts with all formally registered employees and has completed the procedures for social insurance and housing provident fund contributions for eligible employees. As of December 31, 2017, December 31, 2018, and December 31, 2019, the company made social insurance and housing provident fund contributions for 80, 343, and 843 persons, respectively. The primary reason that the remaining personnel were not covered is that newly hired employees had not yet completed the enrollment procedures.
The company and its domestic subsidiaries have contributed pension insurance, medical insurance, work-related injury insurance, unemployment insurance, and maternity insurance for employees in accordance with the laws, administrative regulations, rules, and normative documents of China relating to social insurance. During the reporting period, the company and its domestic subsidiaries have not committed any material violations of social insurance regulatory laws, nor have they been subject to any administrative penalties for violations of such laws. The company has also obtained certificates of no violations issued by the relevant social insurance regulatory authorities.
The company and its domestic subsidiaries have opened housing provident fund deposit accounts with the relevant housing provident fund authorities and have made housing provident fund contributions for employees. During the period of contributions, there are no records of penalties imposed by the housing provident fund authorities. The company has also obtained certificates of no violations issued by the relevant housing provident fund authorities.
The company has established a comprehensive and scientific promotion mechanism and incentive mechanism, closely integrating corporate culture, values, work environment, and career development opportunities with competitive compensation and benefits, so as to attract and retain talent and achieve mutual growth and development for both the company and its employees. The company's employee compensation and benefits primarily consist of base salary and bonuses. The base salary is determined within predetermined salary ranges for each job grade, based on each employee's experience, skills, and performance.
In order to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talent, fully motivate outstanding employees (excluding independent directors, directors nominated by external investors, and supervisors nominated by external investors), and effectively align the interests of shareholders, the company, and employees so that all parties focus on the company's long-term development,
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
and on the premise of fully safeguarding shareholders' interests, in accordance with the principle of proportionality between returns and contributions, and pursuant to the provisions of the Company Law, the Securities Law, and other relevant laws, regulations, and normative documents, as well as the Articles of Association, the company has formulated an equity incentive plan.
The equity incentive plan was reviewed and approved by the company's shareholders' meeting and board of directors. The company's equity incentive plan does not impose any service period requirements on the equity-holding entities, nor does it involve phased exercise or similar arrangements. As of the date of signing of this prospectus, the company's equity incentive plan has been fully implemented, and there are no ungranted or unexercised equity interests.
The company's equity incentive platforms include Aixi Partnership and Aijixi Partnership, with details as follows:
The scope of eligible participants in Aixi Partnership includes individuals who, as of the effective date of the shareholding plan, had an employment contract or service contract relationship with Cambricon or its subsidiaries.
Aixi Partnership has committed not to transfer the company's shares it holds within 36 months from the date of the company's stock listing. It does not follow the "closed-loop principle" and has not completed registration procedures with the Asset Management Association of China. Excluding the actual controller Chen Tianshi, the beneficial holders calculated on a look-through basis under the shareholding plan are 38 persons. The total number of existing shareholders of the issuer does not exceed 200, which complies with the provisions of the Company Law and the regulations of the CSRC and the Shanghai Stock Exchange. For the personnel composition of Aixi Partnership, please refer to "Section V: Basic Information of the Issuer," "IX. (II). 2. Aixi Partnership" of this prospectus.
The scope of eligible participants in Aijixi Partnership includes employees who, as of the effective date of the shareholding plan, had an employment contract relationship with Cambricon or its subsidiaries.
Aijixi Partnership will not transfer shares during the company's initial public offering, and has committed not to transfer the company's shares it holds within 36 months from the date of the company's stock listing. During the lock-up period before and after the company's listing, employees who wish to transfer and exit their relevant equity interests may only transfer to other employees within Aijixi Partnership or other eligible employees. After the lock-up period, employees who wish to transfer and exit their relevant equity interests shall be handled in accordance with the provisions of the employee shareholding plan charter or relevant agreements. Therefore, Aijixi Partnership follows the "closed-loop principle" and is counted as 1 shareholder when calculating the number of the company's shareholders. Aijixi Partnership has not completed registration procedures with the Asset Management Association of China, and its beneficial holders calculated on a look-through basis are 203 persons. The equity structure of Aijixi Partnership is as follows:
| No. | Name of Partner | Contribution Amount (万元 / RMB 10,000) | Contribution Ratio | Category | Position | |---|---|---|---|---|---| | 1 | Wang Zai | 0.4168 | 0.0028% | General Partner | Director, Deputy General Manager, Chief Operating Officer | | 2 | Tianjin Xuansuan No. 1 Enterprise Management Partnership (Limited Partnership) | 7,355.4165 | 49.5131% | Limited Partner | — | | 3 | Tianjin Xuansuan No. 2 Enterprise Management Partnership (Limited Partnership) | 6,305.1667 | 42.4433% | Limited Partner | — |
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
| No. | Name of Partner | Contribution Amount (万元 / RMB 10,000) | Contribution Ratio | Category | Position | |---|---|---|---|---|---| | 4 | Tianjin Xuansuan No. 3 Enterprise Management Partnership (Limited Partnership) | 370.5000 | 2.4940% | Limited Partner | — | | 5 | Tianjin Xuansuan No. 6 Enterprise Management Partnership (Limited Partnership) | 407.0000 | 2.7397% | Limited Partner | — | | 6 | Tianjin Xuansuan No. 8 Enterprise Management Partnership (Limited Partnership) | 417.0000 | 2.8070% | Limited Partner | — | | | Total | 14,855.5000 | 100.0000% | — | — |
The equity incentive plan has fully motivated the work enthusiasm of outstanding employees, and enhanced outstanding employees' sense of responsibility and mission for achieving the company's stable, sustained, and rapid development.
The company recognized share-based payment expenses of 36,398.57 万元 (RMB 363,985,700), 17.48 万元 (RMB 174,800), and 94,379.44 万元 (RMB 943,794,400) for fiscal years 2017, 2018, and 2019, respectively, which increased current period expenses and reduced current period operating profit and net profit.
Before and after the implementation of the equity incentive plan, there were no changes in the company's controlling shareholder or actual controller. The equity incentive plan has no impact on changes in control of the company.
As of the date of signing of this prospectus, the equity incentive plan has been fully implemented, with no ungranted or unexercised equity interests, and no post-listing exercise arrangements are involved.
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
The company's principal business is the research and development, design, and sales of artificial intelligence core chips used in various cloud servers, edge computing devices, and terminal devices, providing customers with a rich array of chip products and system software solutions. The company's main products include terminal intelligent processor IP, cloud intelligent chips and acceleration cards, edge intelligent chips and acceleration cards, and the basic system software platforms supporting the above products.
Since its establishment, the company has been dedicated to the research and development of artificial intelligence chip products and technological innovation, committed to developing core processor chips in the field of artificial intelligence, enabling machines to better understand and serve humanity. The company's core personnel have been deeply engaged in the field of processor chips and artificial intelligence for more than a decade, leading the company in developing a series of independently innovative key technologies such as intelligent processor instruction sets and microarchitectures. Through continuous research and development accumulation, the company's products have gained high recognition in the industry and are widely applied in many scenarios including consumer electronics, data centers, and cloud computing. Terminal devices adopting the company's terminal intelligent processor IP have shipped over 100 million units; cloud intelligent chips and acceleration cards have also been deployed in products of leading domestic server manufacturers and have achieved mass production and shipment; the launch of edge intelligent chips and acceleration cards marks that the company has formed a comprehensive series of intelligent chip product portfolio covering cloud, edge, and terminal scenarios. There were no material changes in the company's principal business during the reporting period.
Artificial intelligence technology is widely applied in cloud (cloud), edge (edge), and terminal (end) devices, all of which require core chips to provide computing power support. The three scenarios of cloud, edge, and terminal have different requirements for chip computing power, power consumption, and other characteristics. A single category of intelligent chip is difficult to meet the needs of practical applications, as shown in the table below:
| Application Scenario | Chip Requirements | Typical Computing Power | Typical Power Consumption | Typical Application Fields | |---|---|---|---|---| | Terminal | Low power consumption, high energy efficiency, primarily inference tasks, cost-sensitive, diverse hardware product forms | <8 TOPS | <5 watts | Various consumer electronics, IoT products, etc. | | Cloud | High performance, high computing density, both inference and training tasks, high unit price, fewer hardware product forms | >30 TOPS | >50 watts | Cloud computing data centers, enterprise private clouds, etc. | | Edge | Requirements for power consumption, performance, and size often between terminal and cloud, primarily inference tasks, mostly used in powered devices, relatively fewer hardware product forms | 5 TOPS to 30 TOPS | 4 watts to 15 watts | Smart manufacturing, smart home, smart retail, smart transportation, smart finance, smart healthcare, autonomous driving, and many other application fields |
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
Note 1: There are no standardized boundaries for the division of cloud, edge, and terminal application scenarios; the above table represents the Company's classification based on its proprietary R&D technology framework. Note 2: TOPS is the basic unit for measuring computational capability; 1 TOPS represents the ability to process one trillion artificial intelligence basic operations per second.
The Company has developed three types of chip products for the three major scenarios of cloud, edge, and terminal respectively: Terminal Intelligent Processor IP, Cloud Intelligent Chips and Accelerator Cards, and Edge Intelligent Chips and Accelerator Cards. The Company has also developed a unified foundational system software platform (including an application development platform) for all products across the above three product lines, as shown in the table below:
| Product Type | Cambricon's Main Products | Launch Date | |---|---|---| | Terminal Intelligent Processor IP | Cambricon 1A Processor | 2016 | | | Cambricon 1H Processor | 2017 | | | Cambricon 1M Processor | 2018 | | Cloud Intelligent Chips and Accelerator Cards | Siyuan 100 (MLU100) Chip and Cloud Intelligent Accelerator Card | 2018 | | | Siyuan 270 (MLU270) Chip and Cloud Intelligent Accelerator Card | 2019 | | | Siyuan 290 (MLU290) Chip and Cloud Intelligent Accelerator Card | Chip sample under testing | | Edge Intelligent Chips and Accelerator Cards | Siyuan 220 (MLU220) Chip and Edge Intelligent Accelerator Card | 2019 | | Foundational System Software Platform | Cambricon Neuware Software Development Platform (applicable to all of the Company's chips and processor products) | Continuously developed and upgraded to adapt to new chips |
The terminal intelligent processor is the core component supporting artificial intelligence processing operations in terminal devices. For example, in recent years, intelligent applications related to image and video, voice, and natural language on flagship smartphones of various brands all rely on terminal intelligent processors to provide computational support. To improve performance, reduce power consumption, and save costs, terminal intelligent processors typically do not exist as standalone chips but are integrated as a module into the SoC chip of the terminal device. The Company's terminal intelligent processor IP products are mainly in the 1A, 1H, and 1M series, with specific details as follows:
| Product Model | Technical Specifications | Product Features | |---|---|---| | Cambricon 1A (2016) | At 1GHz operating frequency, non-sparse theoretical peak performance of 0.5 TOPS (FP16), sparse equivalent theoretical peak performance of 2 TOPS (FP16) | The world's first commercially available terminal intelligent processor IP product, capable of supporting AI applications in consumer electronics fields such as visual, voice, and natural language processing. According to publicly available promotional information from the customer, a flagship smartphone chip equipped with the Cambricon 1A achieved more than 25 times the performance and more than 50 times the energy efficiency of a quad-core CPU in AI applications, and the flagship smartphone product using this chip could recognize 2,005 images per minute. | | Cambricon 1H (2017) | Sub-model Cambricon 1H8: At 1GHz operating frequency, non-sparse theoretical peak performance of 1 TOPS (INT8). Sub-model Cambricon 1H16: At 1GHz operating frequency, non-sparse theoretical peak performance of 0.5 TOPS (FP16) or 1 TOPS (INT8), sparse equivalent theoretical peak performance of 2 TOPS (FP16) | The Cambricon 1H shows significant improvement in power consumption, die area, and other metrics compared to the previous generation; it supports dual-core mode and adds support for 8-bit fixed-point (INT8) AI computation. According to publicly available promotional information from the customer, a flagship smartphone chip equipped with the Cambricon 1H could recognize 4,500 images per minute, 2.2 times that of the previous generation product. | | Cambricon 1M (2018) | Offers three size configurations; at 1GHz operating frequency, theoretical peak performance of 2 TOPS (INT8), 4 TOPS (INT8), and 8 TOPS (INT8) respectively | The Cambricon 1M is specially optimized for advanced processes such as 7nm, further improving processor performance and energy efficiency; it provides processor configurations at different performance tiers, supports multi-core mode; and is the industry's first to support fixed-point training, enabling AI training tasks to be performed on the terminal. |
Note 1: Non-sparse theoretical peak performance represents the theoretical maximum performance for processing non-sparse deep learning models; sparse equivalent theoretical peak performance represents the equivalent theoretical maximum performance for processing sparse deep learning models. Note 2: INT8 represents 8-bit fixed-point operations; FP16 represents 16-bit floating-point operations.
The Company's terminal intelligent processor IP products cover different tiers of AI computing capability requirements ranging from 0.5 TOPS to 8 TOPS. The size of the on-chip cache can also be configured according to customer requirements. Whether for smartphone SoC chips or IoT-type SoC chips, the ability to perform local AI processing on the terminal can be rapidly acquired by integrating the Company's processor IP products. A schematic diagram of the Company's intelligent processor architecture is shown below:
| Vector Computing Unit | General-Purpose Registers | Arithmetic Logic Unit | Decoder | Instruction Cache |
Cloud intelligent chips and accelerator cards are the core components for artificial intelligence processing in cloud servers, data centers, and similar environments. Their primary function is to provide high-performance, high-compute-density, and high-energy-efficiency hardware computing resources for AI applications in cloud computing and data center scenarios, supporting AI processing tasks characterized by rapidly growing complexity and data throughput in such scenarios. Benefiting from the Company's leading intelligent processor architecture technology and mature chip design capabilities, the cloud intelligent chip products possess outstanding performance and energy efficiency. They can cover diverse application domains including visual processing, voice processing, natural language processing, recommendation systems, search engines, and traditional machine learning, support both AI inference and training tasks, and provide efficient and reliable products to industry clients and internet clients in cloud computing and data center scenarios. In 2018, the Company launched China's first high-peak-performance cloud intelligent chip, the Siyuan 100; in 2019, the Company launched the second-generation product, the Siyuan 270. The next product in this series, the Siyuan 290, is currently in the internal sample testing stage. Specific details are as follows:
| Product Model | Product Overview | Product Display | |---|---|---| | Siyuan 100 (MLU100) | • China's first high-peak-performance cloud intelligent chip • Uses the Company's proprietary MLUv01 instruction set, targeting AI cloud inference tasks • Manufactured using TSMC's 16nm advanced process; chip area of 326.5 mm², typical power consumption in inference scenarios is less than 75 watts • At 1GHz operating frequency, FP16 theoretical peak performance is 16 TOPS (non-sparse) and 64 TOPS (sparse equivalent theoretical peak); INT8 theoretical peak performance is 32 TOPS (non-sparse) and 128 TOPS (sparse equivalent theoretical peak) | Chip / Accelerator Card | | Siyuan 270 (MLU270) | • Upgrades the instruction set and chip architecture on the basis of the Siyuan 100, improving performance and energy efficiency; expands application scope to AI training; integrates rich video and image encoding/decoding hardware units • Uses the Company's proprietary MLUv02 instruction set, targeting AI cloud inference and training tasks • Manufactured using TSMC's 16nm advanced process; chip area of 369.6 mm², typical power consumption in inference scenarios is less than 70 watts • At 1GHz operating frequency, theoretical peak performance is 256 TOPS (INT4), 128 TOPS (INT8), 64 TOPS (INT16) | Chip / Accelerator Card | | Siyuan 290 (MLU290) | • Uses the Company's proprietary MLUv02 instruction set, targeting cloud training tasks for complex AI models • Manufactured using TSMC's 7nm advanced process • Adopts HBM2 memory and advanced 2.5D CoWoS packaging, supporting high-speed inter-chip interconnection | Chip / Accelerator Card |
Note: INT4, INT8, and INT16 represent 4-bit, 8-bit, and 16-bit fixed-point operations respectively; FP16 represents 16-bit floating-point operations.
The Company's mass-produced cloud intelligent chips and accelerator card products can provide single-accelerator-card, single-chip computing capabilities ranging from 30 TOPS to 128 TOPS. Vendors such as Inspur (浪潮), Lenovo (联想), and New H3C (新华三) have established close cooperation with the Company and can provide customers with server products in various configurations — such as two cards per server, four cards per server, and eight cards per server — with a maximum AI computing capability of up to 1,024 TOPS per server. In a cloud computing data center scenario, multiple servers can be organized into an intelligent computing cluster to provide customers with higher AI computing capability.
Edge computing is a new computing paradigm that has emerged in recent years. Equipping devices situated between the terminal and the cloud with moderate computing capabilities can, on the one hand, effectively compensate for the shortcoming of insufficient computing power in terminal devices and, on the other hand, alleviate potential issues in cloud computing scenarios such as data security, privacy protection, bandwidth, and latency. The combination of the edge computing paradigm and artificial intelligence technology will drive the rapid development of numerous fields including smart manufacturing, smart retail, smart education, smart homes, smart grids, and intelligent transportation. In November 2019, the Company launched the edge intelligent chip Siyuan 220 and the corresponding M.2 accelerator card, capable of supporting diverse AI applications in edge computing scenarios such as intelligent data analysis and modeling, visual processing, voice processing, and natural language processing. The launch of the Siyuan 220 marks that the Company now possesses a complete intelligent chip product line spanning from the terminal (Cambricon 1A/1H/1M Processor IP), the edge (Siyuan 220 chip), to the cloud (Siyuan 100/270 chips). Specific details regarding the Siyuan 220 chip are as follows:
| Product Model | Product Overview | Product Display | |---|---|---| | Siyuan 220 (MLU220) | • The Siyuan 220 uses the Company's proprietary MLUv02 instruction set, targeting AI edge inference tasks • Manufactured using TSMC's 16nm advanced process; chip area of 94.8 mm²; integrates rich video and image encoding/decoding hardware units and peripheral interfaces • At 1GHz operating frequency, theoretical peak performance is 32 TOPS (INT4), 16 TOPS (INT8), 8 TOPS (INT16); typical chip power consumption is less than 10 watts • Under the M.2 accelerator card's overall power consumption limit of 8.25 watts, theoretical peak performance is 16 TOPS (INT4), 8 TOPS (INT8), 4 TOPS (INT16) | Chip / Accelerator Card |
The Company provides a unified platform-level foundational system software, Cambricon Neuware (including software development toolchains and other components), for the full series of cloud, edge, and terminal intelligent chips and processor products. This breaks down the software development barriers between different scenarios and combines the advantages of high performance, flexibility, and scalability. Without the need for cumbersome porting, the same AI application program can conveniently and efficiently run on the Company's full range of cloud, edge, and terminal series chips and processor products. With the support of Cambricon Neuware, programmers can achieve AI application development across cloud, edge, and terminal hardware platforms. The "develop once, run everywhere" model significantly improves the development efficiency and deployment speed of AI applications on different hardware platforms, while also making unified management, scheduling, and collaborative computing of heterogeneous hardware resources across cloud, edge, and terminal possible. Cambricon Neuware is the core component of the Company's effort to build a unified AI development ecosystem across cloud, edge, and terminal. Its framework structure is shown in the diagram below:
| Application Development & Debugging Toolkit | Mainstream Programming Frameworks | Programming Framework Adaptation Package | Debugging Tools | |---|---|---|---| | | | Intelligent Chip High-Performance Math Library | Performance Profiling Tools | | | | Intelligent Chip Programming Language (BANG Language) | System Monitoring Tools | | | | Intelligent Chip Compiler | Other Software Components | | | | Intelligent Chip Core Driver & Virtualization Software | |
Cambricon Neuware includes key components such as the programming framework adaptation package, intelligent chip high-performance math library, intelligent chip programming language, intelligent chip compiler, intelligent chip core driver, application development and debugging toolkit, and intelligent chip virtualization software. When developing applications, users can write code based on mainstream programming framework interfaces such as TensorFlow and PyTorch, or they can use the Company's pre-optimized intelligent chip high-performance math library to extend programming framework operators or write code directly. Users can also extend operators or write code directly using the intelligent chip programming language (BANG language). The intelligent chip compiler can compile BANG language into MLU instructions and, supported by the intelligent chip core driver, enable them to run efficiently on the Company's various chip products. During the development process, users can also efficiently conduct functional debugging and performance optimization of application programs using the debugging tools, performance profiling tools, and system monitoring tools provided in the application development and debugging toolkit. Furthermore, Cambricon Neuware can also provide key support for cloud computing and data center scenarios through the intelligent chip virtualization software. Currently, the Company has not yet sold Cambricon Neuware separately; it is primarily promoted and sold in conjunction with the cloud, edge, and terminal product lines. The Company adopts a flexible commercial strategy for the foundational system software platform product and can provide large clients with customized system software development services and more.
During the reporting period, the Company's core business included Terminal Intelligent Processor IP, Cloud Intelligent Chips and Accelerator Cards, and Intelligent Computing Cluster Systems. On the edge side, the Company launched the edge intelligent chip Siyuan 220 and accelerator card in November 2019; however, actual sales of this new product had not yet commenced during the reporting period. As of the date of signing of this prospectus, sales contracts for the Siyuan 220 and accelerator card products have been signed with certain customers, and large-scale sales are expected to be achieved in 2020.
During the reporting period, the Company's terminal intelligent processor products were primarily applied in smart terminal devices in the form of IP licensing. The Company's high-performance, low-power intelligent processor IP series products can be integrated into SoC chip products of various chip design manufacturers, and are widely used in various smart terminals including smartphones and smart cameras.
IP licensing is a relatively common business model in the integrated circuit industry, and many mainstream integrated circuit manufacturers purchase IP licenses or provide IP licenses to others. Its business model involves delivering chip functional modules (such as processors, DRAM interfaces, etc.) that have completed logical design or physical design to customers in the form of commercial licenses, allowing customers to integrate them into their own chip design layouts and form final chip products through tape-out. The fee structure for IP licensing is generally divided into two parts: one part is a fixed fee (license fee), which is paid upon IP authorization; the other part is a royalty fee (royalty), which is generally a certain amount or a proportion of the unit price collected for each chip that uses the IP upon sale. During the reporting period, the Company's fixed fees are collected in phases according to the progress of authorization and licensing implementation after the licensed technology passes acceptance and before the licensed products are officially shipped; royalty fees are collected at the end of each quarter after the licensee mass-produces chips and sells licensed products, based on the cumulative sales volume of licensed products falling within specified tiers, at the corresponding standard rates.
The Company has launched three generations of terminal intelligent processors: Cambricon 1A, Cambricon 1H, and Cambricon 1M. Among these, Cambricon 1A is the world's first commercial terminal intelligent processor IP product, leading the technological and product advancement in this field. The three generations of terminal intelligent processors developed by the Company can cover highly diverse AI processing tasks including vision, speech, natural language processing, and traditional machine learning, and support the Company's proprietary Cambricon Neuware basic system software platform, while also supporting various mainstream programming frameworks. In 2017, a well-known domestic chip design company was authorized by the Company to integrate the Cambricon 1A processor into its flagship smartphone chip. In 2018, the same well-known domestic chip design company was authorized by the Company to integrate the Cambricon 1H dual-core intelligent processor into its next-generation flagship smartphone chip, whose AI task processing performance ranked among the highest of any smartphone chip product in the world at the time. During the reporting period, multiple well-known domestic chip design companies have obtained commercial IP licenses for the Company's terminal intelligent processors, which have to date been integrated into more than 100 million smartphones and other smart terminal devices.
During the reporting period, the Company's cloud intelligent chips were primarily applied in various cloud servers or data centers in the form of physical chips or acceleration cards. After completing the series of complex processes involved in chip design, the Company delivers the final chip layout to TSMC for wafer foundry services, then commissions ASE, Amkor, and other manufacturers to complete chip packaging and testing, after which circuit board manufacturers use the chips to produce acceleration cards (i.e., circuit boards containing intelligent chips), and the acceleration cards are ultimately sold to customers. This is also the common operating model of major chip design companies worldwide. Cloud intelligent chips and acceleration cards need to be compatible with server products manufactured by server vendors and must pass comprehensive and rigorous certification by server vendors and OEM vendors regarding their functionality and performance (such as stability, operating speed, and power consumption, etc.) before entering large-scale commercial deployment. Therefore, developing such products requires not only overcoming a series of core technical challenges such as intelligent chip architecture, but also clearing the high entry barriers set by various server vendors.
The two generations of cloud intelligent chips developed by the Company — Siyuan 100 and Siyuan 270 — can cover highly diverse AI processing tasks including vision, speech, natural language processing, and traditional machine learning, while also supporting the Company's proprietary Cambricon Neuware basic system software platform and various mainstream programming frameworks. During the reporting period, both Siyuan 100 and Siyuan 270 have achieved large-scale mass production and shipment. In addition, the Company has also developed the Siyuan 290 chip targeting the AI training market, which is currently in the internal testing phase following tape-out return. Siyuan 290 adopts the Company's proprietary MLUv02 instruction set and can efficiently support distributed, fixed-point AI training tasks. The Company will put the Siyuan 290 chip into commercial use after thorough and comprehensive testing.
With the rapid development of artificial intelligence technology, there is a need for new cloud computing infrastructure that matches AI applications; cloud computing data centers dominated by X86 CPUs in general-purpose computing clusters are gradually evolving toward intelligent computing clusters dominated by AI chips. The primary role of AI chips in cloud computing data centers is to provide high-performance, high-compute-density, high-energy-efficient hardware computing resources and high-speed AI task processing capabilities for AI application programs. For customers seeking to build AI computing capabilities, some choose to separately procure cloud intelligent chip acceleration cards and integrate them into existing, already-built computing clusters themselves, while others wish for chip manufacturers to provide customized integrated software and hardware solutions to scientifically configure and manage the cluster's software and hardware and improve operational efficiency. Currently, there is no unified terminology in the industry for intelligent computing cluster systems, but there are multiple similar terms with comparable meanings, such as intelligent computing clusters, intelligent computing centers, AI cluster systems, and smart computing centers, etc. Compared to traditional data centers serving internet services and general-purpose computing clusters serving scientific computing, intelligent computing clusters focus on the field of artificial intelligence and provide ample intelligent computing power by integrating large numbers of intelligent chips, thereby achieving higher performance and energy efficiency in the AI field. During the reporting period, the Company used its own Siyuan 270 and Siyuan 100 chip acceleration card products as the core, based on the Cambricon Neuware basic system software platform, to provide customers with intelligent computing cluster system solution design, system integration, and related technical services. The overall architecture of the Company's intelligent computing cluster system software and hardware is shown in the following diagram:
| AI Programs and Applications | |---| | Application Development and Debugging Toolkit | Mainstream Programming Frameworks | | | Programming Framework Adaptation Package | | Debugging Tools | Intelligent Chip High-Performance Math Library | | Performance Profiling Tools | Intelligent Chip Programming Language (BANG Language) | | System Monitoring Tools | Intelligent Chip Compiler | | Other Software Components | Intelligent Chip Core Driver and Virtualization Software | | Intelligent Computing Cluster Management System | | | Siyuan Acceleration Card | Cambricon Neuware Basic System Software Platform Components | | CPU | Storage Devices | Network Devices |
The core of the Company's intelligent computing cluster system consists of the Company's proprietary Siyuan series intelligent chip acceleration cards, the basic system software platform, and the intelligent computing cluster management system. The Company integrates its own cloud intelligent chip acceleration card products with server hardware, storage devices, network devices, and other hardware facilities provided by other manufacturers in the industry chain to provide intelligent computing capability support for the entire computing cluster; based on the proprietary Cambricon Neuware basic system software platform, the Company builds customized application management platforms in accordance with customer requirements, providing functions such as system operation and maintenance, resource scheduling, and application management.
The Company's intelligent computing cluster systems are generally developed on a customized basis according to customer requirements, which maximizes the technical advantages and characteristics of the Siyuan series chips and acceleration card products, reduces the difficulty and cost for customers in using and maintaining complex computing cluster equipment, delivers computing power in the form of cloud computing, lowers the threshold for users to develop and deploy intelligent applications, and provides strong support for the maintenance and upgrading of intelligent application programs. At the same time, the Company's intelligent computing cluster system features real-time monitoring of system operating status, rapid localization of system anomalies, and fast fault recovery, giving it strong market competitiveness. The Company's Cambricon Neuware basic software system platform also possesses excellent scalability, which can effectively support the intelligent computing needs of numerous users, significantly improve the utilization rate of intelligent hardware, and at the same time enhance the Company's competitiveness in the AI data center market.
The intelligent processor core is the foundation of all the Company's intelligent chip products. Its functions as realized in the Company's main business are primarily reflected in two aspects: on one hand, it forms terminal intelligent processor IP products in accordance with smart terminal application requirements, generating revenue through IP licensing by being integrated into SoC chips of terminal devices; on the other hand, it serves as the underlying core module supporting the development of all the Company's cloud intelligent chips and acceleration cards, as well as edge intelligent chips and acceleration cards.
During the reporting period, the Company's cloud intelligent chips and acceleration cards, and edge intelligent chips and acceleration cards businesses primarily generated revenue through direct sales of physical chips or acceleration cards to server manufacturers, IDC vendors, large internet companies, and related industry application vendors. Both cloud intelligent chips and edge intelligent chips are based on the Cambricon intelligent processor core design and are intelligent chips that, combined with cloud-side and edge-side requirements, incorporate additional peripheral interfaces and functional modules; cloud intelligent acceleration cards and edge intelligent acceleration cards are acceleration card products based on cloud intelligent chips and edge intelligent chips respectively, with additional peripheral circuit modules added.
The Company's intelligent computing cluster systems are based on Cambricon cloud intelligent chip and acceleration card products, integrating complete server systems and the Company's proprietary cluster management software into computing clusters, thereby providing one-stop services to end customers.
The Company's internal R&D adopts a matrix management model: vertically are the various resource departments, including hardware and software-related departments, each responsible for delivery tasks and capability building in their respective fields; horizontally are the project or business delivery lines, which drive coordination and collaboration among the various resource departments and bear responsibility for the delivery of specific products or systems. For example, in an edge intelligent chip project, the project manager leads the appropriate personnel selected from each resource department to carry out development, responsible for front-end design, physical design, EDA simulation and FPGA verification, packaging and testing, and mass production maintenance, etc. Each product or business is the result of close collaboration across interdisciplinary resource departments.
The correspondence between the major core technologies involved in the development of the Company's major products and businesses and the relevant R&D personnel is as follows:
| Major Product or Business | Core Technologies Involved | Key R&D Personnel | |---|---|---| | Terminal Intelligent Processor IP | Intelligent processor microarchitecture, intelligent processor instruction set, programming framework adaptation and optimization, intelligent chip programming language, intelligent chip compiler, intelligent chip high-performance math library | Under the overall guidance of Chen Tianshi and Liang Jun, Liu Shaoli leads the architecture, verification, and software engineering teams in R&D and productization | | Cloud Intelligent Chips and Acceleration Cards | Intelligent processor microarchitecture, intelligent processor instruction set, SoC chip design, processor chip functional verification, advanced process physical design, chip packaging design and mass production testing | Under the overall guidance of Chen Tianshi and Liang Jun, Liu Shaoli leads the chip, architecture, verification, software, and product engineering teams in R&D and productization | | Edge Intelligent Chips and Acceleration Cards | Intelligent processor microarchitecture, intelligent processor instruction set, SoC chip design, processor chip functional verification, advanced process physical design, chip packaging design and mass production testing | Under the overall guidance of Chen Tianshi, Liang Jun, and Liu Daofu, Chen Yu leads the chip, architecture, verification, software, and product engineering teams in R&D and productization | | Intelligent Computing Cluster Systems | Hardware system design, programming framework adaptation and optimization, intelligent chip virtualization software, intelligent chip core drivers, cloud-edge-end integrated development environment | Under the overall guidance of Chen Tianshi and Liang Jun, Zeng Hongbo leads the software department and product engineering teams in R&D and productization |
In summary, the Company's major products and businesses have a high degree of technical correlation, and the Company has established a stable and efficient internal management and R&D division of labor mechanism to ensure the smooth implementation of various types of product and business development processes.
From the perspective of industry models, integrated circuit companies primarily include IDM (Integrated Device Manufacturer), Fabless (fabless), Foundry, and Outsourced Semiconductor Assembly and Test (OSAT) companies. The operating models in the integrated circuit design industry are mainly the IDM model and the Fabless model among these.
Companies operating under the IDM model have businesses covering the entire process from chip design and wafer manufacturing to packaging and testing, enabling them to leverage the synergistic effects of each process. The majority of integrated circuit companies in the early stages of industry development adopted this model. Since this vertically integrated manufacturing model places very high demands on companies in terms of R&D capability, production management capability, capital scale, and business volume, currently only international integrated circuit giants such as Intel, Samsung, and Texas Instruments adopt this operating model.
Companies operating under the Fabless model primarily focus on the two aspects of chip design and product sales, with processes such as wafer manufacturing and packaging and testing being outsourced through collaborative arrangements. The Fabless model does not require large fixed asset investments and is characterized by strong flexibility, R&D and technology orientation, and rapid response to market demand. Against the backdrop of an increasingly mature and specialized integrated circuit industry, it has become the dominant operating model for integrated circuit design companies today. Leading integrated circuit design companies such as NVIDIA, Qualcomm, and HiSilicon (Huawei) all adopt this model.
Since its establishment, the Company's operating model has been the Fabless model, which has never changed and will continue long-term. The Company focuses on the design and sales of intelligent chips, while entrusting the remaining processes such as wafer manufacturing and packaging and testing to wafer manufacturing companies, packaging and testing companies, and other processing manufacturers. The Company's specific profit, R&D, procurement, production, and sales models are as follows:
The Company primarily generates business revenue by providing customers with processor IP licensing, chip and acceleration card products, and intelligent computing cluster systems.
Terminal intelligent processor IP business revenue primarily refers to the revenue generated by the Company from licensing its developed terminal intelligent processor IP to customers for use, collected in two parts in accordance with industry practice — fixed fees and royalty fees: (1) after the licensing agreement takes effect, the Company delivers the terminal intelligent processor IP to the customer and supports the customer in integrating it into the chip design plan and design layout, collecting a fixed fee from the customer; (2) during the mass production and sales stage of the customer's chip, the Company collects royalty fees from the customer based on the number of chips sold in accordance with contractual provisions.
Cloud intelligent chips and acceleration cards business revenue primarily refers to the revenue generated by the Company from providing customers with finished cloud intelligent chips or acceleration cards embedded with such chips. Under this model, the business process for the Company's chip production is consistent with that of traditional Fabless chip design companies. After finished chips are produced, they are delivered to acceleration card processing manufacturers for further processing and assembly to produce acceleration card products.
Intelligent computing cluster systems business revenue primarily refers to the revenue generated by the Company from customizing, integrating, and delivering complete intelligent computing cluster software and hardware systems for customers based on the application scenario requirements of cloud computing data center industry clients, using the Company's own cloud intelligent chip products and basic system software platform. Under this model, the Company's proprietary cloud intelligent chip acceleration cards are the source of core intelligent computing power for the server cluster; the Company integrates the acceleration cards into supporting servers and related systems, and configures the corresponding basic system software and development tools based on actual application scenario requirements, ultimately forming an intelligent computing cluster system for customer acceptance. The overall business process for the Company's cloud intelligent chips and acceleration cards and intelligent computing cluster systems is shown in the following diagram:
| Wafer Manufacturer | → Wafer → | Wafer Testing Manufacturer | |---|---|---| | ↓ Wafer Purchase Order | | ↓ Wafer Testing Order | | **The Company (Chip Design)** | ← Wafer ← | | | ↓ Packaging and Testing Order | | | | Packaging and Testing Manufacturer | | | | ↓ Chip | | | | ↓ Raw Material Purchase Order | | | | Raw Material Supplier → | Board Processing Manufacturer → Cloud Acceleration Card → | Server Manufacturer | | | Proprietary Development Platform | → Intelligent Server | | | **The Company (Cluster System Integration)** | | | | ↓ Intelligent Server / Edge or Cloud Acceleration Card | | | | **Intelligent Computing Cluster System** → **Customer** | |
The Company places great importance on product design and R&D, and has established a rigorous and efficient product R&D process and quality control system based on the PDT model, covering the entire process from project establishment, planning, design and development, verification, to commercialization.
management and monitoring, driving the efficient operation of all aspects of R&D. The Company's R&D model is market-oriented, achieving thorough market research and analysis through close collaboration between frontline market personnel and R&D work, ensuring the correctness of R&D plans; standardized processes and strict review requirements ensure consistency between product realization and market demands. The Company's R&D process is divided into five stages: the Concept Stage, the Planning Stage, the Development Stage, the Sample Stage, and the Release Stage, as detailed below:
(1) Concept Stage: The main work at this stage is requirements management. First, by analyzing industry development trends, market demands, and market scale, and in combination with the Company's overall strategy, market planning and technology planning are formulated, with the marketing department outputting a market requirements analysis. Then, based on the specific requirements in the market requirements analysis, these are analyzed, decomposed, accepted or rejected, and the key characteristics of the product to be developed are further refined.
(2) Planning Stage: This stage focuses on addressing how product requirements are to be realized. Led by the Company's marketing department, it defines the functional and performance specifications of chip products as well as the technical characteristics of hardware-software co-design, combining the results of the product requirements analysis with emerging technology trends.
(3) Development Stage: This stage involves the design and realization of products conforming to the design specifications. Led by the Company's R&D department, it carries out chip overall architecture design, chip front-end design, chip back-end design, fundamental system software development, and other work. The specific content of each task is as follows:
1) Chip Overall Architecture Design: Designing the overall architecture of the chip, including the processor instruction set, processor microarchitecture, SoC architecture, etc.
2) Chip Front-End Design: Based on the overall chip architecture plan, hardware description languages are used to implement the code for each module, completing the logical design of the chip circuits, and circuit synthesis tools are used to generate the chip netlist. During this process, a verification strategy must be formulated and a verification environment created in accordance with the chip's design specification requirements, in order to fully verify the correctness of each chip module and the overall design.
3) Chip Back-End Design: Layout and routing is performed on the netlist generated by the front-end design, and a full-chip physical design solution (chip layout) is formed on the basis of the module-level physical design. During this process, post-simulation is used to ensure the correctness of the circuit implementation.
4) Fundamental System Software Development: Targeting customer requirements and chip characteristics, supporting fundamental system software is developed to enable customers to efficiently develop applications on the chip. The development of fundamental software can proceed in parallel with chip design, tape-out, and mass production.
(4) Sample Stage: The Company delivers the chip design layout and other materials to commissioned wafer foundries, packaging and testing factories, and accelerator card processing factories for sample trial production. Upon completion of chip and accelerator card samples, electrical, timing, and functional tests are conducted on the wafers and chips, and hardware tests are conducted on the accelerator cards, to ensure that their performance, stability, reliability, and other specifications meet the product requirements and design expectations.
(5) Release Stage: When the overall functions and performance of the chip, accelerator card, and supporting fundamental system software products meet the design requirements and quality requirements, the Company commissions foundries to carry out large-scale production, ultimately forming products that can be marketed and sold.
Under this type of business, since the Company does not sell physical chip products but only sells edge-end intelligent processor IP licenses, the Company primarily procures software tools and hardware platforms required for chip R&D and design, including EDA software tools, servers, storage, and network equipment, etc. Such procurement is not targeted at specific customer projects and can be used across multiple projects and multiple processes within the Company. Typically, the Company will sign procurement contracts with suppliers and issue purchase orders in accordance with equipment requirements under the shared design environment and business development conditions, and suppliers will deliver the procured items to the Company in accordance with the purchase orders.
Under this type of business, the Company operates in a typical Fabless model, responsible for formulating chip specifications, completing chip design and verification, and providing chip design layouts, while the manufacturing, packaging and testing, and accelerator card processing of chips are completed through outsourcing. Therefore, the Company needs to procure customized wafers from wafer foundries, procure packaging and testing services from packaging and testing factories, and procure accelerator card processing services from processing manufacturers. The specific process of the Company's daily procurement and production activities is shown in the diagram below:
Under this model, in addition to procuring raw materials and outsourced services for producing accelerator cards, the Company also needs to procure corresponding supporting servers, storage equipment, and network equipment according to customers' customized requirements, and sign corresponding outsourced processing contracts for production by outsourced suppliers.
The Company adopts a procurement model of "strategic inventory and standard component reserves" based on market forecasts and order conditions. The Company's management department formulates an annual procurement plan in accordance with the annual operating plan established at the beginning of the year, which is executed after being discussed and approved by the management team.
During the reporting period, the Company has consistently adopted a direct sales model, with a dedicated internal sales team maintaining timely contact with customers. Under the direct sales model, the Company participates directly in customers' public tenders or commercial negotiations, and upon reaching an agreement, the Company signs sales contracts directly with customers. After the sales personnel receive purchase orders from customers, they dispatch the products in accordance with the order contents and provide customers with relevant services such as installation, commissioning, and support during trial operation. After product delivery, the Company collects the relevant acceptance certificates from customers, and issues sales invoices based on the dispatch notes and acceptance certificates, which are reviewed by the supervisor of the marketing department before being sent to customers. When the Finance Department receives the customer's remittance notice or bill, a dedicated officer confirms the payment, and after review by the department supervisor, the accounting entries are completed. The Finance Department reconciles the bank balance against the book balance in accordance with the monthly bank statements.
During the reporting period, the Company's major customers were chip design manufacturers, server manufacturers, and local governments with data center construction needs. The Company has established strategic cooperative relationships with well-known enterprises in multiple domestic industries, laying a solid foundation for the expansion of its sales business. The Company has established a comprehensive marketing and sales system, and has set up sales and technical support centers in areas where target customers are concentrated, enabling timely awareness of market trends and customer needs, and facilitating the promotion and sales of the Company's various products. At the same time, the sales team maintains close communication and collaboration with the technical support department and R&D team to improve the response speed and satisfaction of customer service.
Since 2016, the Company has launched edge-end intelligent processor products, sold under a processor IP licensing model. Since 2018, the Company has launched the Siyuan 100 and Siyuan 270 cloud-end intelligent chips and accelerator cards, sold in the form of accelerator cards. In November 2019, the Company launched the Siyuan 220 edge intelligent chip and accelerator card, achieving a complete product layout covering edge-end, cloud-end, and edge computing.
During the reporting period, apart from the addition of the above-mentioned products, no material changes occurred in the Company's main business, main products, or main operating model.
The Company has formulated different management processes for various types of products, from market analysis, specification analysis, chip design, and hardware solution design, to EDA verification, back-end design, sample testing, reliability testing, and through to large-scale mass production and sales.
The core processes are all led by the Company under strict standards, while the remaining processes such as chip tape-out, packaging and testing, and mass production are completed by outsourced subcontractors. The business process diagram for the Company's main products is shown below:
The scope of the Company's business does not fall within the category of heavily polluting industries stipulated by the state, and its production and operating activities do not involve environmental pollution. The Company's main business is integrated circuit chip design and sales; the raw materials procured are primarily technology licenses, wafers,
and various electronic materials, with the relevant manufacturing and production activities entrusted to external foundries. Neither the Company nor its subsidiaries are directly engaged in manufacturing and production activities, nor are they subject to relevant environmental recycling policies; there were no environmental violations during the reporting period. The Company strictly complies with applicable national and local environmental laws and regulations in its business operations, and received no administrative penalties related to environmental protection during the reporting period.
The Company's main business is the R&D, design, and sales of artificial intelligence core chips for various cloud servers, edge computing devices, and terminal devices. Its main products are edge-end intelligent processor IPs, cloud-end intelligent chips and accelerator cards, edge intelligent chips and accelerator cards, and the supporting software development platforms for the aforementioned products. In accordance with the China Securities Regulatory Commission's Guidelines for Industry Classification of Listed Companies (revised in 2017), the Company belongs to the "Computer, Communication and Other Electronic Equipment Manufacturing" sector within "Manufacturing," with industry code "C39."
(II) Industry Regulatory Authorities, Regulatory System, Major Laws, Regulations, and Policies and Their Impact on the Issuer's Operations and Development
The primary regulatory authority for the Company's industry is the Ministry of Industry and Information Technology of the People's Republic of China (MIIT). Its main responsibilities are: formulating industry development strategies, development plans, and industrial policies; drafting technical standards and guiding industry technological innovation and technological progress; organizing and implementing major national science and technology projects related to the industry and promoting the industrialization of relevant scientific research results.
The China Semiconductor Industry Association (CSIA) is the industry self-regulatory organization for the Company's industry, and is primarily responsible for implementing government industrial policies; conducting industry and market research and providing consulting services to member units and government regulatory authorities; industry self-regulation management; and representing member units in submitting industrial development proposals and recommendations to government departments, among other functions.
The MIIT and the China Semiconductor Industry Association constitute the management system for the integrated circuit industry. Integrated circuit enterprises operate autonomously in the market and independently bear market risks under the macroeconomic regulation of the regulatory authority and the self-regulatory norms of the industry association.
The integrated circuit industry is the core of the information technology industry and a strategic, fundamental, and pioneering industry supporting a country's economic development. The degree of its development is one of the core indicators of a country's scientific and technological development level, and it influences the process of social informatization. As a result, it receives strong support from governments around the world. The Chinese government has designated the integrated circuit industry as one of its strategic industries and has promulgated a series of policies and regulations to strongly support the development of the integrated circuit industry, the main ones being as follows:
| No. | Date of Issue | Issuing Authority | Policy Name | Industry-Relevant Content | |-----|---------------|-------------------|-------------|---------------------------| | 1 | 2015 | State Council | Made in China 2025 | Strive to improve the level of integrated circuit design, continuously enrich intellectual property (IP) cores and design tools, make breakthroughs in core general-purpose chips critical to national information and network security and the development of the electronic equipment industry, and improve the application adaptability of domestically produced chips. China's chip self-sufficiency rate is to reach 40% by 2020 and 50% by 2025. | | 2 | 2015 | State Council | Guiding Opinions on "Internet+" Action | Support the development of core chips, high-end server R&D, cloud computing, and big data applications. | | 3 | 2016 | National Development and Reform Commission, Ministry of Science and Technology, MIIT, Cyberspace Administration of China | Three-Year Action Plan for "Internet+" Artificial Intelligence | Puts forward multiple requirements for the development plan of artificial intelligence chips, and promotes the rollout and adoption of intelligent terminals and wearable devices. | | 4 | 2016 | National People's Congress | Outline of the 13th Five-Year Plan for National Economic and Social Development of the People's Republic of China (2016–2020) | Vigorously promote innovation and industrialization in emerging frontier fields such as advanced semiconductors, forming a number of new growth points. Accelerate the development of new technologies for information networks, with a focus on breakthroughs in big data and cloud computing key technologies as well as artificial intelligence technologies in emerging fields; artificial intelligence was written into the 13th Five-Year Plan outline. | | 5 | 2016 | State Council | 13th Five-Year National Science and Technology Innovation Plan | Major national science and technology projects include several major projects involving chip design and manufacturing, requiring overall innovation capabilities to enter the ranks of the world's advanced; among major science and technology projects reflecting national strategic intent for 2030, the development of neuromorphic computing is a key focus; new-generation information technology places particular emphasis on micro-nano electronics and system integration technology, high-performance computing, and artificial intelligence technologies. | | 6 | 2016 | State Council | 13th Five-Year National Strategic Emerging Industries Development Plan | Enhance the supply capacity of core fundamental hardware. Improve the design level of key chips and develop chips for new applications. Strengthen R&D of new-principle components such as neuromorphic chips, superconducting chips, graphene storage, non-volatile memory, and memristors, and advance the development and application of microelectronics technology in the post-Moore's Law era. | | 7 | 2016 | Central Committee of the Communist Party of China, State Council | National Informatization Development Strategy Outline | Formulate a strategic outline for the development of core technologies and equipment in the national information sector; use systematic thinking to compensate for single-point weaknesses; build an internationally advanced, secure, and controllable core technology system; and drive fundamental breakthroughs in weak links such as integrated circuits, basic software, and core components. | | 8 | 2016 | MIIT | Industrial Technology Innovation Capability Development Plan (2016–2020) | Strive to improve the level of integrated circuit design and develop high-end chips; continuously enrich intellectual property IP cores and design tools; promote the development of advanced manufacturing and specialty manufacturing processes; improve the development level of the packaging and testing industry; form supply capacity for key manufacturing equipment and key materials; and accelerate layout in areas related to More than Moore. | | 9 | 2016 | State Council | 13th Five-Year National Informatization Plan | Overcome key core technologies in areas such as high-end general-purpose chips, integrated circuit equipment, basic software, and broadband mobile communications, forming a number of strategic and pioneering technologies and products. Enhance the core competitiveness of cloud computing equipment and network equipment. Focus on breakthroughs in core components such as high-end processors, memory chips, and I/O chips. |
| No. | Date of Issue | Issuing Authority | Policy Name | Industry-Relevant Content | |-----|---------------|-------------------|-------------|---------------------------| | 10 | 2017 | | | | | 11 | 2017 | | | | | 12 | 2017 | | | | | 13 | 2017 | | | | | 14 | 2018 | | | | | 15 | 2018 | | | | | 16 | 2018 | | | | | 17 | 2019 | | | | | 18 | 2019 | | | | | 19 | 2020 | | | |
| Issuing Authority | Policy Name | Key Content | |---|---|---| | National Development and Reform Commission | *Guidance Catalog of Key Products and Services for Strategic Emerging Industries (2016 Edition)* | Explicitly defines the strategic status of core electronic industries such as integrated circuits, and lists integrated circuit chip design and services as key products and services of strategic emerging industries. | | Ministry of Industry and Information Technology (MIIT), National Development and Reform Commission | *Information Industry Development Guidelines* | Develop mobile intelligent terminal chips, digital TV chips, network communication chips, and smart wearable device chips; for emerging fields such as cloud computing, IoT, and big data, accelerate the research and development of key chips for information processing, sensors, and new-type storage based on new business models and new applications. | | State Council | *New Generation Artificial Intelligence Development Plan* | Seize the major strategic opportunity of AI development; establish a three-step strategic goal for new-generation AI development; AI is elevated to the level of national strategy. By 2020, 2025, and 2030, the scale of the AI core industry shall exceed 150 billion yuan (1,500亿元), 400 billion yuan (4,000亿元), and 1 trillion yuan (10,000亿元) respectively, driving related industries to exceed 1 trillion yuan (1万亿元), 5 trillion yuan (5万亿元), and 10 trillion yuan (10万亿元) respectively. | | Ministry of Industry and Information Technology (MIIT) | *Three-Year Action Plan for Promoting the Development of the New Generation Artificial Intelligence Industry (2018–2020)* | Intelligent technology has become an important direction for technological and industrial development. AI has a significant spillover effect that will further drive progress in other technologies, propel overall breakthroughs in strategic emerging industries, and is becoming a new driving force for supply-side structural reform, a new opportunity to revitalize the real economy, and a new engine for building a strong manufacturing nation and a strong network nation. | | China Electronics Technology Standardization Institute | *Artificial Intelligence Standardization White Paper (2018 Edition)* | Announced the establishment of the National AI Standardization General Group and Expert Advisory Group, responsible for overall planning and coordinated management of China's AI standardization work. | | MIIT, National Development and Reform Commission | *Three-Year Action Plan for Expanding and Upgrading Information Consumption (2018–2020)* | Use technologies such as IoT, big data, cloud computing, and AI to promote intelligent upgrades of electronic products; enhance the quality of the mid-to-high-end supply system for various terminal products such as mobile phones, computers, color televisions, and audio equipment; advance the R&D and industrialization of smart wearable devices, virtual/augmented reality, ultra-high-definition terminal devices, consumer drones, and other products. | | Ministry of Finance, State Taxation Administration, National Development and Reform Commission, MIIT | *Notice on Corporate Income Tax Policy Issues Concerning Integrated Circuit Manufacturing Enterprises* | Implement preferential tax reduction and exemption policies for integrated circuit manufacturing enterprises meeting the requirements; qualifying enterprises may enjoy a full corporate income tax exemption for the first five years, and a 50% reduction of the statutory 25% corporate income tax rate from the sixth through tenth years, with such preferential treatment continuing until expiry. | | Ministry of Finance, State Taxation Administration | *Announcement on Corporate Income Tax Policies for Integrated Circuit Design and Software Industries* | Legally established and qualifying integrated circuit design enterprises and software enterprises shall, before December 31, 2018, calculate the preferential period from the year in which profits are first generated; they are exempt from corporate income tax in the first and second years, and subject to a 50% reduction of the statutory 25% corporate income tax rate in the third through fifth years, with such preferential treatment continuing until expiry. | | Ministry of Industry and Information Technology (MIIT) | *Guiding Opinions on Accelerating the Cultivation of New Models and New Forms of Shared Manufacturing and Promoting High-Quality Development of the Manufacturing Industry* | Promote the construction of new infrastructure. Strengthen the construction of new infrastructure such as 5G, AI, industrial internet, and IoT; expand the coverage of high-speed, large-capacity, and low-latency networks; encourage manufacturing enterprises to achieve interconnection of people, machines, and objects through intranet transformation and upgrades, providing information network support for shared manufacturing. | | Standing Committee of the Political Bureau of the CPC Central Committee | Meeting of the Standing Committee of the Political Bureau of the CPC Central Committee | Accelerate the construction progress of new infrastructure such as 5G networks and data centers. |
National policies have clearly established the strategic position of the integrated circuit industry in the national economy. The promulgation and implementation of the above-mentioned policies and regulations provide multi-faceted support to the industry in terms of fiscal resources, taxation, technology, and talent, and will create a continuously favorable policy environment for the development of the Company's principal business.
Integrated circuits, as the core products of semiconductors, form the foundation of the global information industry. After more than 60 years of development, integrated circuits have become an indispensable component of modern daily life and future technological progress. The downstream applications of the integrated circuit industry are extensive, encompassing consumer electronics, the internet, digital imaging, network communications, cloud computing, big data, and artificial intelligence, and serve as an important indicator for measuring the comprehensive competitiveness of a country or region. The integrated circuit industry primarily consists of three segments: integrated circuit design, manufacturing, and packaging and testing. It is characterized by capital intensity and technology intensity; the core competitive factors among industry participants include R&D capability, financial strength, customer resources, and supply chain integration capability.
According to data from the World Semiconductor Trade Statistics (WSTS) organization, from 2013 to 2018, the global integrated circuit industry exhibited a rapid growth trend, with a compound annual growth rate (CAGR) of 9.3% in industry revenue. In 2019, impacted by international trade friction, total global integrated circuit industry revenue was USD 330.4 billion (3,304亿美元), a decline of 16.0% compared to 2018. With progress made on various trade friction issues, combined with increased demand for data center equipment, 5G commercialization driving the expansion of various services, and the continued intelligentization of vehicles, WSTS expects the global integrated circuit industry market size to return to growth in 2020.
| Year | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020E | |---|---|---|---|---|---|---|---|---| | Market Size (USD 100 million) | 2,518 | 2,773 | 2,745 | 2,767 | 3,432 | 3,933 | 3,304 | 3,482 |
From the perspective of the global competitive landscape, the leading-player effect in the integrated circuit industry is pronounced, with a small number of leading enterprises occupying dominant market positions. Currently, the global integrated circuit market is primarily held by enterprises from the United States, Europe, Japan, and South Korea. Among the top ten global integrated circuit manufacturers in 2019, 5 were American companies, 2 were European companies, 2 were South Korean companies, and 1 was a Japanese company.
| Rank | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | |---|---|---|---|---|---|---|---|---|---|---| | Revenue | 657.93 | 522.14 | 224.78 | 200.56 | 152.93 | 135.37 | 132.03 | 90.17 | 87.97 | 87.45 |
China's domestic integrated circuit industry started relatively late, but has developed rapidly in recent years, with industry growth rates leading the world. With the support of numerous industrial policies from national and local government authorities at all levels, the driving force of the National Integrated Circuit Industry Investment Fund and various local special support funds, and the collective efforts of all sectors of society, China's integrated circuit industry has grown from small and weak to large and strong. The innovation capability of enterprises has gradually improved, and the industry has already occupied an important position in the global integrated circuit industry, having initially attained internationally leading technology and R&D levels in certain sub-sectors. According to disclosures by the China Semiconductor Industry Association (CSIA), in recent years, China's integrated circuit industry has achieved rapid growth in scale, reaching total sales of 653.2 billion yuan (6,532亿元) in 2018, an increase of 20.7% year-on-year. As of the current date, official statistical data on total sales revenue for China's integrated circuit industry in 2019 is not yet available. Benefiting from demand driven by the development of 5G communications and AI applications, and the recovery in global integrated circuit industry sentiment that began in the second half of 2019, the Qianzhan Industry Research Institute forecasts that China's integrated circuit industry will maintain a rapid growth trajectory over the next two years, with the market size expected to surpass 900 billion yuan (9,000亿元) by 2020.
| Year | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019E | 2020E | |---|---|---|---|---|---|---|---|---| | Market Size (100 million yuan / 亿元) | 2,509 | 3,015 | 3,610 | 4,356 | 5,411 | 6,532 | 7,591 | 9,011 |
In terms of the industry chain, the integrated circuit industry can primarily be divided into three core segments: integrated circuit design, chip manufacturing, and packaging and testing. According to CSIA statistics, in 2018, within China's integrated circuit industry, sales of the integrated circuit design segment amounted to 251.93 billion yuan (2,519.3亿元), up 21.5% year-on-year; sales of the chip manufacturing segment amounted to 181.82 billion yuan (1,818.2亿元), up 25.6% year-on-year; and sales of the packaging and testing segment amounted to 219.39 billion yuan (2,193.9亿元), up 16.1% year-on-year. All three sub-segments maintained growth rates exceeding 15%, with the integrated circuit design industry in particular maintaining high-speed growth for many years. Since 2016, the total scale of the integrated circuit design segment has surpassed that of the packaging and testing segment, making it the largest sub-industry within China's integrated circuit industry.
**China Integrated Circuit Industry Sub-segment Sales Scale and Forecast, 2013–2020 (100 million yuan / 亿元)**
| Segment | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019E | 2020E | |---|---|---|---|---|---|---|---|---| | IC Design | 808.8 | 1,047.4 | 1,325.0 | 1,644.3 | 2,073.5 | 2,519.3 | 2,947.7 | 3,546.1 | | Chip Manufacturing | 600.9 | 712.1 | 900.8 | 1,126.9 | 1,448.1 | 1,818.2 | 2,149.1 | 2,623.5 | | Packaging & Testing | 1,098.8 | 1,255.9 | 1,384.0 | 1,564.3 | 1,889.7 | 2,193.9 | 2,494.5 | 2,841.2 |
Although China's integrated circuit industry has developed rapidly and made remarkable progress in recent years, it still lags behind developed countries such as Europe, the United States, Japan, and South Korea in certain respects, as specifically reflected in the following three points:
**First, the industrial structure is not sufficiently rational.** China's integrated circuit industry is dominated by the lower-value-added packaging and testing segment; the higher-technology-content design segment accounts for less than 40% of the total, whereas in developed countries, the design segment accounts for more than 60% of total output value.
**Second, industrial concentration is lower than in developed countries, and there is a lack of leading enterprises with core competitive advantages in international competition.** Taking the integrated circuit design industry in which the Issuer operates as an example, the top ten domestic design enterprises held a combined market share of only 40.21% in 2018, whereas the top ten global design enterprises hold a market share of over 70%.
**Third, China's integrated circuit products, especially core components, are excessively dependent on imports, with a low self-sufficiency rate.** In 2018, China's total integrated circuit import value was USD 316.681 billion (3,166.81亿美元), total export value was USD 86.015 billion (860.15亿美元), and the trade deficit increased by 11.21% year-on-year.
With the recent issuance of important policy documents such as the *National Integrated Circuit Industry Development Promotion Outline*, *Made in China 2025*, and the *National Informatization Development Strategy Outline*, attention from all sectors of society to the development of the integrated circuit industry has been growing day by day. Over the next decade, China's integrated circuit industry is expected to usher in a golden period of import substitution and accelerated growth, and is poised to occupy an important position in the development of the global integrated circuit market.
Artificial intelligence is a branch of computer science that, by simulating and extending the functions of human and natural intelligence, expands the capability boundaries of machines, enabling them to partially or fully achieve human-like perceptual functions (such as vision and speech), cognitive functions (such as natural language understanding), or to acquire the ability to model and solve problems (such as machine learning methods). Widely known functions such as photo beautification, image search, voice input, speech synthesis, automatic translation, and even shopping recommendations are all applications of AI in everyday life; traditional industries can also introduce AI technology to significantly improve labor productivity.
From a technical perspective, mainstream AI algorithms today can generally be divided into two stages: "training" and "inference." The training stage adjusts and optimizes the parameters of an AI model based on abundant data, bringing the model's accuracy to the expected level. For complex problems in areas such as image recognition, speech recognition, and natural language processing, in order to obtain more accurate AI models, the training stage often requires processing massive datasets and performing repeated iterative calculations, consuming enormous computational resources. After the training stage is complete, the AI model has been established and can be used for inference or prediction of the output corresponding to input data to be processed (for example, given an image, identifying the objects in that image); this process is called the inference stage. The inference stage requires less computational power for individual tasks than training, but because the trained model will be used for inference many times, the total computational volume of inference operations is also quite considerable.
AI algorithms and applications must use computer hardware as their physical substrate in order to operate; their effectiveness and efficiency are closely related to the computational capability of the core computing chip. Taking the deep learning method that has attracted the most attention in the AI field in recent years as an example: in 2012, the deep learning model AlexNet required approximately 7.6×10⁸ basic operations to recognize one ImageNet image, and training that model required completing 3.17×10¹⁷ basic operations. The development of processor chip technology is of great significance to the development of the AI industry. If, for instance, the Intel CPU Pentium P5 chip produced in 1993 were used to perform such image recognition calculations, even with a processor pipeline efficiency of 100%, it would take at least 10 minutes to complete the inference task and nearly a hundred years to complete the training task. Yet today, on flagship smartphones of various brands, such image recognition can be performed in just hundreds of microseconds, and the results can be used to edit and beautify images in real time; in cloud computing data centers, the model training task can be completed in just 20 minutes. Behind the rapid advancement of AI technology and its entry into practical application scenarios, the contribution of processor chip technology has been indispensable.
The demand for underlying chip computing power from current AI technologies represented by deep learning has been growing at a rapid pace, far exceeding the rate of Moore's Law. For example, Google's EfficientNet B7 deep learning model, proposed in 2019, requires 3.61×10¹⁰ basic operations to complete a single forward computation — 50 times the computational requirement of a comparable model (AlexNet) from seven years earlier. AI computations often feature large computational volumes, high concurrency, and frequent memory access; moreover, the computational patterns involved in different sub-fields (such as vision, speech, and natural language processing) are highly diverse, posing enormous challenges to chip micro-architecture, instruction sets, manufacturing processes, and even supporting system software.
Throughout the decades-long development of artificial intelligence, traditional chips long provided the underlying computing power. These traditional chips include CPUs, GPUs, DSPs, FPGAs, and others. They were not originally designed for the AI field, but can cover the basic arithmetic operations required at the bottom layer of AI programs through flexible, general-purpose instruction sets or reconfigurable hardware units. They can functionally meet the needs of AI applications, but are not well-suited in terms of chip architecture, performance, and energy efficiency to keep pace with the rapid development of AI technology and applications. Intelligent chips, by contrast, are chips designed specifically for the AI field, and include two types: general-purpose intelligent chips and dedicated intelligent chips. The table below summarizes the characteristics and similarities and differences between traditional chips and intelligent chips:
| Chip Type | | Technical Characteristics and Applicability to the AI Field | |---|---|---| | Traditional Chips | CPU | | | | GPU | | | | DSP | | | | FPGA | | | Intelligent Chips | General-Purpose Intelligent Chips | |
- Most versatile, capable of executing all types of computer applications - Composed of control units, arithmetic units, and on-chip memory; the arithmetic units occupy a relatively small proportion of chip area, with limited peak computing performance - CPUs are well-suited for traditional control-intensive computing tasks, but offer low performance and energy efficiency for artificial intelligence processing - The application development ecosystem for AI is mature, but performance can no longer meet the rapidly growing computational demands of artificial intelligence - CPUs are widely used in personal computers, mobile terminals, traditional servers, and other fields - Representative manufacturers include Intel, AMD, and ARM
- Originally designed specifically for graphics display and rendering tasks, later gradually expanded to scientific computing and artificial intelligence, with relatively good versatility - Provides good hardware support for traditional tasks such as graphics processing and scientific computing, but this also results in significant chip area overhead - Arithmetic units occupy a very large proportion of chip area; excels at data-level parallel processing with high peak computing performance, but overall power consumption is high - GPUs are widely used in personal computers, gaming consoles, workstations, and other fields; in the artificial intelligence field, GPUs are mostly used in servers and data centers, with limited use in terminal applications - GPUs have a mature application development ecosystem on the cloud side, but the terminal ecosystem is not yet mature - Representative manufacturers include Nvidia, AMD, and ARM
- Originally designed for digital signal processing tasks; can be used for traditional communications and audio/video signal processing; commonly employs VLIW instruction sets - The threshold for programming and development is relatively high; less commonly used in cloud applications, but has a certain ecosystem base in terminal devices such as mobile phones - Representative manufacturers include TI, CEVA, and Cadence
- Widely used in IC prototype verification and simulation - FPGAs contain abundant reconfigurable logic unit arrays and can flexibly implement architectures suitable for AI applications through hardware reconfiguration, but their cost and energy efficiency are significantly inferior compared to non-FPGA chips implementing the same architecture - The threshold for FPGA development and debugging is relatively high - Representative manufacturer is Xilinx
- Processor chips designed for diverse applications within the artificial intelligence field; offer good versatility for various AI technologies including vision, speech, natural language processing, and traditional machine learning
- Unlike CPUs, there is no need to support control-intensive computing tasks, nor, like GPUs, to balance graphics processing and scientific computing tasks; the architecture is designed entirely around the actual requirements of artificial intelligence processing - The new instruction set is complete and efficient, capable of covering the basic arithmetic operations required by all types of intelligent algorithms - Possesses high technical barriers in instruction sets, processor architecture, and basic system software - The performance-to-power ratio holds a clear advantage over traditional chips, and can accommodate artificial intelligence computing needs of various scenarios and scales - Compatible with traditional chip ecosystems, reducing the difficulty of development for programmers - Flexible and versatile architecture supports broad applications across cloud, edge, and consumer electronics terminals - Representative manufacturers include Cambricon (寒武纪) and Google (TPU)
- Dedicated ICs designed for specific, concrete, and relatively singular artificial intelligence applications - Provides hardware-level support for specific intelligent algorithms at the architecture level; instruction sets are simple or fully fixed - Commonly used to support specific intelligent applications on low-power, cost-sensitive terminal devices; chip architecture is relatively simple with a relatively low technical threshold
Traditional chip types such as CPUs and GPUs were not originally designed to execute artificial intelligence algorithms and applications. CPUs are primarily used in computer devices as the computational and control core of computer systems; their main function is to support the computer's operating system and to run a wide and diverse range of applications as a general-purpose hardware platform. GPUs are microprocessors specifically designed for image and graphics-related computing on personal computers, workstations, gaming consoles, and some mobile devices (such as tablets and smartphones). With the development of the artificial intelligence industry, traditional chips such as CPUs and GPUs have also begun to expand into scientific computing and the artificial intelligence field.
Intelligent chips are chips specifically designed for the artificial intelligence field; their architecture and instruction sets have been specially optimized for various algorithms and applications in the AI domain, and can efficiently support intelligent processing tasks such as vision, speech, natural language processing, and traditional machine learning. The performance and energy efficiency advantages of intelligent chips are primarily concentrated in intelligent applications, but they are not suitable for other fields outside of artificial intelligence. Compared to traditional chips, because intelligent chips do not support double-precision floating-point operations, graphics rendering operations, or wireless communication signal processing operations, and do not contain reconfigurable logic unit arrays, they cannot support scientific computing tasks like CPUs and GPUs, cannot support graphics rendering tasks like GPUs, cannot support communication modem tasks like DSPs, and cannot reconfigure hardware architecture like FPGAs. Therefore, in domains other than artificial intelligence, such as general-purpose computing and graphics rendering, intelligent chips cannot replace traditional chips such as CPUs and GPUs and have inherent limitations; within the artificial intelligence domain, intelligent chips hold clear advantages and can replace traditional chips such as CPUs and GPUs.
As the artificial intelligence chip industry is in its early stages of development and is a relatively cutting-edge technology field, different technical paths and classification standards exist, and no unified classification standard has yet been established. In research reports issued by some consulting firms, artificial intelligence chips are typically categorized into types such as CPU, GPU, DSP, FPGA, and ASIC (intelligent chips); within specialized technical domains of the industry, intelligent chips can be further subdivided: one category consists of general-purpose intelligent chips that can support different types and varieties of intelligent algorithms —
these chips are characterized by having instruction sets similar to CPUs and GPUs; the other category consists of acceleration chips targeting specific scenarios or even specific intelligent algorithms — these chips are often implemented as hardware-level developments for specific algorithms and generally do not have instruction sets, or have very simple instruction sets. The different classification standards for artificial intelligence chips do not affect the Company's positioning or product development direction; the Company primarily develops general-purpose intelligent chips.
General-purpose intelligent chips possess flexible instruction sets and sophisticated processor architectures, with high technical barriers but broad application coverage, capable of supporting the highly diverse application scenarios in the artificial intelligence field (such as vision, speech, natural language understanding, traditional machine learning, etc.). The Company has launched three series of general-purpose intelligent chips and processor products targeting the cloud, edge, and terminal sectors, sharing the same self-developed instruction set and processor architecture, and sharing the same basic system software platform, achieving a leap from general-purpose intelligent chips to a universal cloud-edge-terminal ecosystem.
Traditional CPUs achieve their versatility across application domains through complete general-purpose instruction sets (such as the x86 instruction set) and flexible CPU architectures. Similarly, Cambricon's intelligent chips achieve flexible versatility within the artificial intelligence field through a complete intelligent processor instruction set and flexible processor architecture. With regard to the instruction set, the design philosophy of Cambricon's intelligent chips is to analyze and abstract the computational and memory access characteristics of diverse artificial intelligence algorithms, and to purposefully design hundreds of basic processor instructions more suited to intelligent algorithms, which work in concert with the processor architecture to achieve the design goal of flexible versatility within the artificial intelligence domain. The specific design process requires not only consideration of the characteristics of current intelligent algorithms, but also anticipation of future development trends of intelligent algorithms, thereby abstracting a complete and efficient intelligent processor instruction set; flexible combinations of high-dimensional tensor, vector, and logic instructions are used to cover diverse intelligent algorithms and achieve versatility within the artificial intelligence field.
With regard to processor architecture, Cambricon's intelligent processors contain high-dimensional tensor computing units, vector computing units, and traditional arithmetic logic computing units, used respectively to handle different types of operations in various intelligent algorithms. The high-dimensional tensor computing unit can efficiently process core operations in intelligent algorithms (such as convolution operations), improving the energy efficiency of the entire processor. The vector computing unit and arithmetic logic computing unit (the latter in particular) offer greater flexibility, providing comprehensive coverage of operations in intelligent algorithms that occur infrequently and cannot be supported by high-dimensional tensors (such as branch jumps), thus strongly ensuring the versatility of the processor architecture. Cambricon's intelligent chips possess a complete instruction set and flexible processor architecture, and have already achieved versatility within the artificial intelligence field.
A detailed comparison of the general-purpose intelligent chips developed by the Company versus traditional chips such as CPUs and GPUs, covering the technical principles, technical development status and trends, and market demand conditions and market penetration rates for training and inference tasks in different application scenarios such as cloud, edge, and terminal, is presented below:
| Chip Type | | Technical Principles | Technical Development Status and Technical Characteristics | Technical Advantages and Technical Limitations | Market Demand Conditions | Future Development, Evolution, or Integration Trends | Chip Types and Generations Commonly Used at Cloud/Edge/Terminal | Market Penetration Rate in Cloud/Edge/Terminal Training and Inference Scenarios | |---|---|---|---|---|---|---|---|---| | Traditional Chips | CPU | (1) The basic principle of CPUs is: through flexible control units, fine-grained arithmetic units, multi-level caches, and multi-issue pipelines, to achieve flexible and efficient support for general-purpose computing tasks. (2) Specifically for intelligent training and inference applications, basic CPU instructions are combined to form the operational computations required for training or inference, thereby enabling support for intelligent algorithms. | Technology is mature, with the strongest versatility; capable of executing all types of computer applications; highly suitable for traditional control-intensive computing tasks. | The application development ecosystem for AI is mature, but performance can no longer meet the rapidly growing computational demands of artificial intelligence. | General-purpose computing market demand is large and stable. | The evolutionary trend of CPUs is to integrate more and faster external interfaces; in the long term, CPUs will continue to be primarily used in general-purpose computing. | (1) Cloud servers and PC markets predominantly use x86 CPUs, which are mature products; mainstream chips are based on the x86-64 architecture, with mainstream processes including 7nm, 10nm, 14nm, and 16nm. (2) Terminal and edge markets predominantly use ARM CPUs, also mature products; mainstream chips are based on the ARMv8 architecture, with a broad range of mainstream processes from 7nm to 60nm. | Widely used in personal computers, mobile terminals, traditional servers, and other fields; relatively low market penetration rate in the AI chip market. | | Traditional Chips | GPU | (1) The basic principle of GPUs is: through simplified control units and the integration of large-scale parallel arithmetic units, to achieve good support for parallel tasks such as graphics rendering. (2) Specifically for intelligent training and inference applications, GPU vector and other instructions are combined to form the operational computations required for training or inference, thereby enabling support for intelligent algorithms. | Technology is mature, with relatively good versatility; excels at data-level parallel processing; provides good hardware support for traditional tasks such as graphics processing and scientific computing. | Peak computing performance is high, but overall power consumption is high; has a mature application development ecosystem on the cloud side, but the terminal ecosystem is not yet mature. | Graphics rendering and scientific computing market demand is large and stable, but faces challenges from general-purpose intelligent chips in the AI field. | The evolutionary trend of GPUs is to continuously maintain their technical advantages in graphics rendering and scientific computing while strengthening support for the AI field. | (1) Mainstream cloud-side products are from AMD and Nvidia, with mainstream processes of 7/12/16nm. (2) Mainstream edge or terminal products are SoC-integrated GPU IPs, with mainstream vendors including ARM and Imagination. | In the AI field, GPUs are mostly used in servers and data centers, and are currently the chip type with the highest penetration rate and the most mainstream position; less commonly used in terminal applications. | | Traditional Chips | DSP | (1) The basic principle of DSPs is: through dedicated architectures and instruction sets oriented toward digital signal processing, to achieve efficient support for digital signal processing tasks (such as Fast Fourier Transform). (2) DSPs are generally only used for inference tasks in intelligent terminals. When supporting inference tasks, DSPs use their digital signal processing instructions to implement computational operations in intelligent inference tasks, for example, by combining signal convolution instructions to support convolutional layers in deep learning models. | Technology is mature; originally designed for digital signal processing tasks, and in the early period was primarily used for traditional communications and audio/video signal processing. | Primarily used in the AI field for processing images, speech, and other tasks; programming and development threshold is high. | Digital signal processing market demand is large and stable. | With the development of communication technologies such as 5G, DSPs will continue to maintain broad application in the communications field; the application prospects in the AI field remain unclear. | (1) In the discrete DSP chip market, mainstream vendors include TI and other companies. (2) For DSPs embedded in SoCs, mainstream vendors include CEVA and Cadence. | Less commonly used in cloud applications, but has a certain ecosystem base in terminal devices such as mobile phones. |
| Chip Type | | Technical Principles | Technical Development Status and Technical Characteristics | Technical Advantages and Technical Limitations | Market Demand Conditions | Future Development, Evolution, or Integration Trends | Chip Types and Generations Commonly Used at Cloud/Edge/Terminal | Market Penetration Rate in Cloud/Edge/Terminal Training and Inference Scenarios | |---|---|---|---|---|---|---|---|---| | Traditional Chips | FPGA | (1) The basic principle of FPGAs is: by integrating large numbers of reconfigurable logic unit arrays, hardware architecture reconfiguration is supported, thereby flexibly supporting different artificial intelligence models. (2) FPGAs are generally only used for intelligent inference; the technical principle is typically to implement the corresponding intelligent algorithm on an FPGA through hardware programming, thereby supporting inference tasks. | Technology is mature; contains abundant reconfigurable logic unit arrays; hardware programming development and debugging threshold is relatively high. | Can flexibly implement architectures suitable for AI applications through hardware reconfiguration, but cost and energy efficiency still lag behind mainstream technology paths. | Chip prototype verification market demand is large and stable. | FPGAs will be integrated with traditional processors such as CPUs and DSPs into a single SoC chip, enabling diverse functionality. | Mainstream vendors include Xilinx and Intel. Xilinx FPGA products include the Virtex and Kintex series; Intel FPGA products include the Agilex and Stratix series. | Widely used in chip prototype verification and simulation; relatively low market penetration rate in the AI chip market. | | Intelligent Chips | General-Purpose Intelligent Chips | (1) The principle of general-purpose intelligent chips is: by extracting and abstracting the computational and memory access characteristics of various intelligent applications and algorithms, a set of relatively flexible instruction sets and processor architectures suitable for intelligent algorithms are defined, thereby broadly supporting diverse artificial intelligence algorithms and applications. (2) Intelligent chip instructions generally correspond to key computational operations in artificial intelligence algorithms. (3) In specific training and inference applications, for key computational operations, intelligent chip instructions can directly provide support, thereby achieving efficient training and inference. | Relevant technologies are under continuous development; the new instruction set is complete and efficient, capable of covering the basic computational operations required by all types of intelligent algorithms. | Performance-to-power ratio holds a clear advantage over traditional chips, and can accommodate artificial intelligence computing needs of various scenarios and scales. | The AI market has large demand potential and will become the mainstream product in this market in the future. | Cloud-side intelligent chips will integrate higher computing power, faster peripheral interfaces, and more advanced integrated circuit processes; edge and terminal intelligent chips will integrate diverse modules and continue to develop in depth along the SoC technology path. | (Refer to respective product descriptions) | (Refer to respective product descriptions) | | Intelligent Chips | Dedicated Intelligent Chips (ASIC) | The principle of dedicated intelligent chips is: specifically designed for specific, concrete, and relatively singular artificial intelligence applications; | Relevant technologies are under continuous development; provides hardware-level support for specific intelligent algorithms at the architecture level; | Relatively lower cost, relatively simpler software stack; | Application sub-market demand is large and fragmented; | Dedicated intelligent chips are gradually being integrated into various industry |
(1) Cloud and edge general-purpose intelligent chips are in the application promotion stage. Major manufacturers and products include Cambricon (思元 100/270/220), Huawei HiSilicon (Ascend 310/910), Google (TPU V1/V2/V3, TPU EDGE), etc.
(2) Terminal general-purpose intelligent processors are mostly integrated into mobile phone SoCs and other chips, and have already achieved large-scale application. Major manufacturers and products include Huawei HiSilicon (Kirin 970/980/990), etc.
| | Wide applications are beginning to appear in cloud, edge, and consumer electronics terminals; penetration rate will gradually increase |
Currently mainly applied in terminals, primarily in the form of industry-specific SoCs, with a concentration in the field of voice processing
| | Commonly used to support specific intelligent applications on low-power, cost-sensitive terminals; relatively low penetration in cloud and edge scenarios |
The chips implement hardened support for specific intelligent algorithms at the architectural level, mainly used for inference tasks; the instruction set is simple or the instructions are completely fixed
Cambricon's (寒武纪) intelligent chips and Google TPU are both representative products of general-purpose intelligent chips. A comparison of the two in terms of technical principles and technical characteristics is as follows:
The similarities between Google TPU and Cambricon intelligent chips are: From the perspective of technical principles, both are general-purpose intelligent chips designed by analyzing and abstracting the computational and memory access characteristics of the artificial intelligence field. Their instruction sets, arithmetic unit architectures, and memory hierarchies are all highly suited to intelligent algorithms, enabling energy efficiency in intelligent applications that surpasses that of traditional CPUs and GPUs. From the perspective of technical characteristics, both have dedicated on-chip SRAM, and unlike the Cache in traditional CPUs, these on-chip SRAMs are visible to software and programmers.
The differences between Google TPU and Cambricon intelligent chips lie in: different routes adopted in processor architecture. The core of Google TPU is the classic systolic array technology. The systolic array itself is highly efficient for convolution-type operations, but is less efficient for relatively low-frequency partial operations (such as fully connected operations and activation operations). For the latter, Google TPU introduces additional hardware units as a supplement. Cambricon's chip architecture, on the other hand, directly distinguishes the basic operations of algorithms into high-order tensor operations, vector operations, and arithmetic logic operations, and processes them in the processor respectively through high-dimensional tensor computing units, vector computing units, and traditional arithmetic logic computing units. The high-dimensional tensor computing unit can efficiently support convolution operations and fully connected operations, while the vector computing unit can support activation and other operations, and the traditional arithmetic logic computing unit can support branch jumps, etc.
As shown in the figure below, the upstream of the artificial intelligence chip industry chain mainly consists of artificial intelligence algorithms and chip design tools. Artificial intelligence algorithms cover a wide range, including visual algorithms, speech processing algorithms, natural language processing algorithms, and various machine learning methods (such as deep learning, etc.). Institutions conducting research on artificial intelligence algorithms include universities such as Stanford University, the Massachusetts Institute of Technology, and Carnegie Mellon University, as well as well-known internet companies such as Google, Facebook, and Amazon. The core of the artificial intelligence chip industry is chip design and chip manufacturing. China's chip design enterprises have developed rapidly in recent years, with a large number of outstanding companies emerging in various market segments. In addition, chip design tool vendors, wafer foundries, and packaging and testing vendors also provide research and development tools and industrial support for the artificial intelligence chip industry. Currently, the downstream application scenarios of China's artificial intelligence chip industry are mainly concentrated in areas such as cloud computing and data centers, edge computing, consumer electronics, intelligent manufacturing, intelligent driving, smart finance, and intelligent education.
| Artificial Intelligence Algorithms | → Chip Design | → Artificial Intelligence Chips | → Artificial Intelligence Applications | |---|---|---|---| | Visual Algorithms | Chip Manufacturing | | Cloud — Cloud Computing & Data Centers | | | Wafer Foundry | | Edge — Edge Computing | | | Packaging & Testing | | Terminal — Consumer Electronics | | Chip Design Tools | | | | | Speech Processing Algorithms | EDA Software | | Intelligent Manufacturing | | Natural Language Processing Algorithms | IP Modules | | Intelligent Driving | | Machine Learning | Hardware Emulation Devices | | Others |
It is an inevitable trend in the industry's development to use processors specifically designed for the artificial intelligence field to support artificial intelligence applications. In theory, running artificial intelligence algorithms on the existing general-purpose CPUs in terminals can also functionally implement the relevant applications. However, in scenarios with high real-time requirements (such as intelligent driving), which are extremely sensitive to response latency, using CPUs for artificial intelligence computation falls far short of meeting real-time requirements, making it necessary to introduce dedicated artificial intelligence processors. In consumer electronics terminal scenarios sensitive to heat dissipation and energy consumption — such as mobile phones, tablet computers, speakers, AR/VR glasses, and robots — using CPUs to support artificial intelligence algorithms not only yields unsatisfactory performance but also fails to meet the stringent energy consumption limitations of the relevant scenarios, likewise requiring the adoption of dedicated artificial intelligence processors to enhance performance and reduce energy consumption.
After years of hardware upgrades, smartphones have limited room for further improvement in components such as screens, cameras, and body materials. Application upgrades, especially the application of artificial intelligence technology, have become an important factor driving smartphone development. Although artificial intelligence-related applications can run on traditional mobile phone processor chips, their performance in terms of fluency and energy consumption is not ideal and user experience is poor. Introducing artificial intelligence processors to increase the computing capability of mobile phone chips has gradually become mainstream. Leading intelligent terminal brand manufacturers have successively launched new smartphone products equipped with artificial intelligence processors, improving the user experience when using artificial intelligence applications and promoting the popularization and promotion of mobile phone chips integrated with intelligent processors. According to Gartner's forecast, the proportion of smartphones shipped with artificial intelligence applications will increase from less than 10% in 2017 to 80% in 2022, with annual sales exceeding 1.3 billion units, driving high-speed growth of terminal artificial intelligence chips.
| Year | 2017 | 2018 | 2019 | 2020E | 2021E | 2022E | |---|---|---|---|---|---|---| | Global Smartphone Shipments (100 million units) | 14.65 | 14.62 | 15.05 | 16.54 | 16.66 | 16.79 | | AI Smartphone Proportion | 9% | 16% | 34% | 52% | 63% | 80% |
In the consumer electronics industry, in addition to smartphones, areas such as AR/VR, smart speakers, drones, and robots are also key focuses for various manufacturers. Such hardware terminals can all be combined with artificial intelligence applications, and the application of artificial intelligence chips will accelerate the technological advancement and product experience optimization of the downstream consumer electronics industry. According to Gartner's forecast, the sales volume of artificial intelligence chips in the consumer electronics terminal market will exceed USD 2.5 billion in 2020.
**Forecast of Artificial Intelligence Chip Market Scale in Various Consumer Electronics Sectors (USD 100 million)**
| Category | 2016 | 2020E | |---|---|---| | Smartphones | 0.56 | 11.40 | | Smart Speakers | 0.18 | 6.00 | | Drones | 1.65 | 3.70 | | AR/VR | 1.56 | 3.36 | | Intelligent Robots | 1.98 | 1.80 |
Intelligent driving is a comprehensive automotive intelligent system that integrates multiple functions including navigation, environmental perception, control and decision-making, and interaction, and is also one of the important application areas of artificial intelligence. Traditional automobiles are mainly composed of mechanical components with a relatively low proportion of integrated circuit applications; automotive electronics functions are relatively simple and mainly serve to assist mechanical devices in structural and performance improvements. Intelligent automobiles can provide users with diversified services such as autonomous driving, audio-visual entertainment, and vehicle connectivity, achieving full automation and intelligence during vehicle operation. According to market research firm iiMedia Research, the global intelligent driving automotive market was valued at USD 4.0 billion in 2016 and is expected to grow to USD 7.03 billion by 2021, with a compound annual growth rate of 11.94%. The core of intelligent driving systems is chips. The processes of new energy electrification and connectivity of automobiles will inevitably require underlying hardware capable of supporting high-speed computation while maintaining low power consumption and logic control. Artificial intelligence chips have broad market potential in the in-vehicle sector in the future.
| Year | 2016 | 2017 | 2018 | 2019 | 2020E | 2021E | |---|---|---|---|---|---|---| | Global Intelligent Driving Automotive Market Scale (USD 100 million) | 40.0 | 44.7 | 50.0 | 56.9 | 62.7 | 70.3 |
In recent years, after experiencing a cycle driven by mobile phones and consumer electronics, the integrated circuit industry has entered a phase led by data centers. Computing and processing massive data will become a new driving force for the development of the integrated circuit industry. Large-scale tensor operations and matrix operations are the prominent computational demands of artificial intelligence. The widespread application of highly parallel deep learning algorithms in areas such as vision, speech, and natural language has resulted in an exponential growth trend in computational power requirements. According to Cisco's forecast, global data center workloads will grow nearly threefold from 2016 to 2021, increasing from less than 2.5 million workloads in 2016 to nearly 5.7 million workloads in 2021.
| Year | 2016 | 2017 | 2018 | 2019 | 2020E | 2021E | |---|---|---|---|---|---|---| | Cloud Data Centers (22% CAGR) | — | — | — | — | — | — | | Traditional Data Centers (-5% CAGR) | 241.5 | 303.8 | 371.8 | 432.4 | 495.4 | 566.7 |
At the same time, with the continuous development of cloud computing, the pace of construction of cloud data centers and hyperscale data centers worldwide is accelerating. Cisco estimates that by 2021, hyperscale data centers with greater computing power will reach 628, accounting for 53% of total data centers, as shown in the following figure:
| Year | 2016 | 2017 | 2018 | 2019 | 2020E | 2021E | |---|---|---|---|---|---|---| | Number of Hyperscale Data Centers | 338 | 386 | 448 | 509 | 570 | 628 | | Proportion of Total Data Centers (%) | 27% | 32% | 38% | 44% | 48% | 53% |
The continuous popularization and application of artificial intelligence algorithms, combined with the growing demand for high-performance computing capabilities, has led to a continuous increase in demand from data centers worldwide for computing acceleration hardware. Intel, as a traditional CPU chip manufacturer, achieved large-scale sales of data center products at an early stage, with revenue growing from USD 15.98 billion in 2015 to USD 23.48 billion in 2019, representing a compound annual growth rate of 10.10%. As a representative enterprise in the GPU field, Nvidia's data center business revenue was only USD 340 million in 2015. Since 2016, Nvidia's data center business has grown rapidly, achieving revenue of USD 2.98 billion in 2019 at a compound annual growth rate of 72.23%, far exceeding the revenue growth of Nvidia's other business segments. The rapid growth in Intel's and Nvidia's data center business revenues reflects the strong demand from the downstream data center market for pan-artificial intelligence chips.
According to the IDC report, the cloud intelligent chip market demand generated by cloud-side inference and training is expected to grow from USD 2.6 billion in 2017 to USD 13.6 billion in 2022, with a compound annual growth rate of 39.22%.
| Year | 2017 | 2022E | |---|---|---| | Global Cloud Intelligent Chip Market Scale (USD 100 million) | 26 | 136 |
Cloud computing is constrained by latency and security and cannot meet the needs of some users with higher requirements for data security and system timeliness. These user needs are driving the large-scale migration of data storage to the edge. Edge computing is a core component of 5G network architecture. Against the backdrop of intelligent transformation of telecom operators' edge server rooms, it can address some of the 5G network's requirements for low latency, high bandwidth, and massive IoT connectivity, and is an important component of operators' intelligent strategies. Edge computing can significantly improve production efficiency and is an important technical foundation for intelligent manufacturing.
According to Gartner's forecast, approximately 10% of IoT data in the future will need to be stored and analyzed at the network edge. Based on this proportion, the global edge computing market demand is expected to reach USD 41.14 billion in 2020. Edge computing will create massive hardware value in the next 3–5 years, creating new opportunities for a large number of industries.
| Year | 2015 | 2016 | 2017 | 2018 | 2019 | 2020E | |---|---|---|---|---|---|---| | Global Edge Computing Market Scale (USD 100 million) | 17.80 | 43.92 | 104.08 | 183.18 | 284.48 | 411.40 |
Compared to cloud intelligent chips, edge intelligent chips have more diverse usage scenarios, while the unit chip price is not expensive. Meanwhile, driven by the overall edge computing market, edge intelligent chips are gradually receiving attention from domestic and foreign chip manufacturers. According to ABI Research estimates, the edge intelligent chip market is expected to grow from USD 2.6 billion in 2019 to USD 7.6 billion in 2024.
Taking all of the above into consideration, the various application scenarios of artificial intelligence — whether spilling over from the cloud to the edge, or sinking to the terminal — all rely on intelligent chips to efficiently support "training" and "inference" tasks. Current artificial intelligence applications increasingly emphasize multi-party collaboration between cloud, edge, and terminal. For chip manufacturers, merely providing artificial intelligence chips for a single application scenario is difficult to meet user demands. Therefore, the diversified deployment and competition among chip manufacturers will drive the entire artificial intelligence chip industry to achieve high-speed development in the coming years. According to a research report by market research firm Tractica, the artificial intelligence chip market is expected to grow from USD 5.1 billion in 2018 to USD 72.6 billion in 2025, with a compound annual growth rate of 46.14%.
| Year | 2018 | 2019 | 2020E | 2021E | 2022E | 2023E | 2024E | 2025E | |---|---|---|---|---|---|---|---|---| | Global AI Chip Market Scale (USD 100 million) | 51 | 110 | 175 | 260 | 395 | 510 | 630 | 726 |
After catching up through the internet and mobile internet eras, China is becoming a major data power. IDC predicts that by 2025, China will hold 27.8% of the world's total data volume. In addition, industrial policies such as "Made in China 2025" and "Digital China" are driving the informatization and intelligent transformation and upgrading of Chinese industries. This provides numerous practical application scenarios for the development of AI chips in China.
| | 2018 | 2025E | |---|---|---| | China Data Volume (ZB) | 7.6 | 48.6 | | China Data Volume as % of Global Data Volume | 23.4% | 27.8% |
Similar to the global market, China's AI chip market is primarily divided into terminal (edge devices), cloud, and edge computing segments.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
In the terminal segment, in recent years, amid slowing global smartphone shipment growth, domestic brand phone sales have risen strongly, gradually narrowing the market share gap with foreign terminal manufacturers such as Apple and Samsung. The development of artificial intelligence and the upgrading of communications networks are driving the evolution of China's internet while also propelling updates and iterations in intelligent terminals. According to IDC's forecast for the development of China's intelligent terminal market, by 2022, 40% of intelligent terminal products will feature AI-related functions. Led by domestic leading intelligent terminal manufacturers, AI chips will become standard equipment in smartphones and other terminals. The application of AI chips in terminal devices is expected to enter an entirely new phase of widespread adoption, with penetration rates increasing year by year.
In the cloud segment, servers and data centers need to process large volumes of raw data and have high requirements for the computational power, processing precision, data storage, and bandwidth of basic hardware such as chips. Traditional data centers face numerous development bottlenecks such as high energy consumption and low computational efficiency; therefore, the intelligentization of servers in data centers will be a future development trend. According to IDC data, China's intelligent server market reached USD 1.305 billion (approximately RMB 9 billion yuan) in 2018, a year-on-year increase of 131%, and is expected to reach USD 4.326 billion (approximately RMB 30 billion yuan) by 2023, with an overall compound annual growth rate of 27.08%. Based on the estimate that AI chips account for 30%–35% of the cost of AI servers, future demand for AI chips in China's server market is expected to exceed RMB 10 billion yuan.
| Year | Market Size (Hundred Million USD) | |---|---| | 2018 | 13.05 | | 2019 | 19.54 | | 2020E | 25.49 | | 2021E | 31.79 | | 2022E | 37.20 | | 2023E | 43.26 |
In the edge computing segment, with the rapid commercial rollout of China's 5G network, various supporting industries within the 5G sector will encounter rapid development opportunities, and application industries such as connected vehicles (V2X), industrial internet, and the Internet of Things (IoT) will gradually enter a new stage of development. According to forecasts by CCID Consulting (赛迪顾问), China's edge computing market will reach RMB 32.531 billion yuan by 2022.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
Looking at the global picture, applications in the field of artificial intelligence are currently in a stage of rapid development where technology and demand are converging, and a unified ecosystem has not yet been formed. In the specific sub-sector of AI chips, domestic chip manufacturers and foreign chip giants are essentially at similar stages of development. As AI-related technologies advance, application scenarios will become more diversified, and China's AI chip market will develop further. According to forecast data from the Qianzhan Industry Research Institute (前瞻产业研究院), in the coming years, China's AI chip market will maintain a growth rate of 40%–50%, and by 2024 the market size will reach RMB 78.5 billion yuan.
| Year | Market Size (Hundred Million RMB) | |---|---| | 2019 | 122 | | 2020E | 178 | | 2021E | 251 | | 2022E | 368 | | 2023E | 553 | | 2024E | 785 |
(1) Emerging Technologies Such as Cloud Computing, Big Data, 5G, and IoT Will Drive Sustained Growth in Demand for Cloud AI Chips
Cloud computing is divided into three layers: IaaS ("cloud" infrastructure), PaaS ("cloud" operating system), and SaaS ("cloud" application services). IaaS companies provide off-site servers, storage, and network hardware; IoT provides more data collection endpoints, greatly increasing data volumes. Big data provides AI with information sources, cloud computing provides AI with its physical carrier, and 5G reduces the latency of data transmission and processing. Key AI technologies will achieve breakthrough progress in the future against the backdrop of the increasing maturity of emerging technologies such as 5G, IoT, cloud computing, and big data.
According to statistics from the China Academy of Information and Communications Technology (中国信息通信研究院), the global public cloud market reached USD 111.0 billion in 2017 and grew to USD 139.2 billion in 2018, a year-on-year growth rate of 25.41%. By 2021, the global public cloud market is projected to reach USD 246.1 billion, reflecting broad prospects for future development. In 2018,
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
the IaaS market reached USD 43.7 billion, achieving high-speed growth of 34.05% compared to 2017, indicating an enormous market space for cloud computing hardware. Cloud computing and AI algorithms are closely interrelated; in the future, the proportion of cloud computing hardware equipped with intelligent chips will increase significantly, and demand for cloud AI chips will continue to grow.
In the 5G era, wireless networks feature high bandwidth, low latency, and the ability to support massive device connectivity. Large-scale data flows increase the pressure on transmission and cloud resources, requiring edge network nodes to have the capability of data pre-processing and rapid output of results, and data processing will enter a new era of distributed computing. At the same time, with the advent of the 5G era and the development of artificial intelligence, an increasing volume of data processing demands must be fulfilled at the edge side — for example, intelligent factory control and smart home applications. These scenarios often require very strong real-time performance, are sensitive to latency, and have strong data privacy requirements, as related production data cannot be uploaded to the cloud. Edge AI addresses this need effectively: by deploying intelligent computing devices directly at the edge — such as on production lines — real-time data processing and decision-making and control of production lines can be achieved without transmitting data outside the factory. In edge scenarios, the volume of computation remains substantial, diverse scenarios require compatibility with multiple algorithms, and the requirements for general-purpose capability and computational power of edge AI chips are not much different from those of cloud chips, but higher demands are placed on cost control and power consumption.
(3) Consumer Electronics and Intelligent Vehicles Are Important Carriers of Future Terminal Intelligent Computing Capability
In addition to the cloud and edge computing segments, there is also substantial demand for intelligent computing capability at the terminal level. This demand is primarily divided into two categories: the first category involves relatively low single-chip computing requirements, mainly certain IoT devices such as smart home equipment; the second category involves mobile computing platforms, which are characterized by devices that are often in motion and cannot be supported by fixed edge devices. In the future, these devices will mainly fall into two types: one type is consumer electronics represented by smartphones and tablets, and the other is in-vehicle computing platforms represented by autonomous driving.
Smartphones and tablets are currently the largest mobile computing platforms by volume and also the platforms with the greatest total computing capability. According to Gartner data, global smartphone shipments reached 1.802 billion units in 2019 and tablet shipments reached 148 million units; of these, China's smartphone shipments were 389 million units and tablet shipments were 22.41 million units. In the future, as intelligent algorithms and intelligent applications develop further, consumer electronics products such as smartphones and tablets will have an ever-growing demand for intelligent computing capability.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
In addition, automobiles are also gradually becoming one of the important intelligent terminals of the future. On one hand, vehicle operation and human-machine interaction interfaces are becoming increasingly intelligent, and in the future the central control systems of automobiles will have substantial intelligent computing capability requirements; on the other hand, as intelligent algorithms mature, autonomous driving will become feasible, and autonomous driving algorithms consume large amounts of computing power, so demand for in-vehicle AI chips will also expand rapidly.
Terminal intelligence relies on the development of downstream industries and applications such as mobile terminals, smart homes, unmanned aerial vehicles (drones), and autonomous vehicles. Its characteristics include cost control and power consumption control, with a pursuit of performance-per-watt ratios; in the future, once the industry matures, purpose-built AI chips may emerge.
In the field of general-purpose processors, the ecosystems for servers, desktops, and terminals are mutually separate and distinct. On the server and desktop side, x86 is currently the mainstream ecosystem; on the terminal and device side, ARM is dominant. Server and desktop systems and terminal systems are each developing along two different technological trajectories.
The "Internet of Everything" era places integrated demands on data collection, transmission, and processing. If AI application companies of all types can carry out collaborative development and deployment across the three domains of cloud, edge, and terminal, they will significantly reduce development costs and improve R&D efficiency. From the perspective of hardware and development tools, inefficient and fragmented software and hardware ecosystems will ultimately be gradually phased out, and the AI application ecosystem across the cloud, edge, and terminal will converge toward integration. In the future, AI chip companies with only a single product-form offering will face challenges, while AI chip companies that simultaneously possess chip products and ecosystem development capabilities across cloud, edge, and terminal will gain more significant synergistic advantages.
The development of AI technology has gone through "three waves," with different schools of methodology rising to prominence at different stages. The current development of AI is riding the third wave, whose defining characteristic is the gradual realization of AI application scenarios that are closely integrated with business operations, with enterprises possessing advanced algorithms and strong computing power becoming the most important drivers. The current mainstream technical path for AI is deep learning; however, both industry and academia recognize that deep learning still has certain limitations — it performs excellently in machine perception scenarios but still has room for improvement in machine cognition scenarios. In the future, for different AI application types and scenarios, new types of algorithms beyond deep learning will emerge, which requires intelligent chip architectures to not only be designed for deep learning, but also to be adaptable to different types of algorithms while balancing energy efficiency and flexibility.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
China has consistently provided strong support for the development of the AI and integrated circuit industries. In 2014, the Ministry of Industry and Information Technology (MIIT) released the "National Integrated Circuit Industry Development Promotion Outline," which proposed that by 2020, the gap between China's integrated circuit industry and the international advanced level would be progressively narrowed, the industry-wide annual average revenue growth rate would exceed 20%, and the sustainable development capacity of enterprises would be substantially enhanced. In 2016, the State Council issued the "Notice on Issuing the '13th Five-Year Plan' National Science and Technology Innovation Plan" (Guo Fa [2016] No. 43), which listed "core electronic devices, high-end general-purpose chips, and basic software" (核高基), integrated circuit equipment, and others as major national science and technology projects, aimed at developing key core technologies and working hard to resolve major scientific and technological issues that constrain economic and social development and bear on national security. In 2017, the State Council published the "New Generation Artificial Intelligence Development Plan," which proposed seizing the major strategic opportunities presented by AI development, building China's first-mover advantage in AI development, and accelerating the construction of an innovative nation and a world science and technology power. In recent years, the national government and various levels of local government have been continuously supporting the development of the AI and integrated circuit industries through industrial policies, preferential tax policies, and the establishment of industrial funds, which is expected to drive the continuous improvement of industry technology levels and market demand.
With the continuous maturation of new technologies such as cloud computing, IoT, 5G communications, and artificial intelligence, the pace of industrial upgrading in the main downstream sectors of the integrated circuit industry — including consumer electronics, video processing, and automotive electronics — is accelerating continuously and is in a channel of rapid development. The vigorous industrial upgrading of downstream markets is strongly driving growth for integrated circuit companies. For example, the continuously increasing computational requirements of AI models are stimulating market demand for intelligent chips; in the automotive electronics sector, compared to traditional vehicles, new energy vehicles require more sensors and braking integrated circuits, and in terms of the integrated circuit value per vehicle, new energy vehicles will reach twice that of traditional vehicles; in the IoT sector, according to Gartner's forecast, the number of globally connected devices will rise from 3.75 billion in 2014 to 25 billion in 2020, forming a market size of over USD 300 billion, with MCUs, communications chips, and sensor chips accounting for as much as 60%–70% of total costs. With the rapid development of next-generation information technologies, emerging technology industries will become new market drivers for the integrated circuit industry, and as the technological R&D capabilities of domestic high-tech enterprises continue to strengthen, China's integrated circuit industry will welcome new development opportunities.
(3) The Shift in the Center of Gravity of the Integrated Circuit Industry Is Promoting the Overall Development of the Industrial Chain
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
The integrated circuit industry currently exhibits the characteristics of deep specialization and high concentration in segmented fields. Looking at the historical trajectory, the global semiconductor industry has already completed two rounds of semiconductor industry transfers: the first was in the 1970s, from the United States to Japan; the second was in the 1980s, when the semiconductor industry shifted to South Korea and Taiwan. Currently, the global semiconductor industry is undergoing a third round of industry transfer, with the world's integrated circuit industry gradually shifting toward mainland China. Industry transfer is the combined result of market demand, national industrial policy, and capital-driven forces. The two successful transfers in the history of the global semiconductor industry both brought about changes in the direction of industry development, deeper vertical divisions of labor, reallocation of resources, and opportunities for new entrants to break into the market, thereby driving innovation and development across the entire industry. Currently, China possesses the world's largest and fastest-growing integrated circuit consumption market. In 2018, China's semiconductor industry output value reached RMB 653.2 billion yuan, an increase of 20.7% over the previous year. The enormous downstream market, combined with active national industrial policies and vibrant social capital, is supporting the development of the domestic semiconductor industry in an all-round and multi-dimensional manner. Driven by this trend, chip manufacturing companies such as TSMC, GlobalFoundries, and ASE have successively invested in building factories and expanding production lines on the mainland; downstream wafer processing technology continues to improve; domestic packaging and testing enterprises have reached internationally advanced technological levels; and sufficient production capacity is being provided to integrated circuit design companies to support the production and manufacturing of various types of advanced AI chips.
The downstream application fields of integrated circuit products are extremely broad, encompassing consumer electronics, automotive electronics, industrial control, network equipment, mobile communications, and more, with the broad downstream application fields providing stable support for the continued development of the integrated circuit design industry. As AI algorithms are promoted and applied, cloud servers are increasingly being used for model "training" and "inference" tasks, generating market demand for large numbers of cloud training chips and inference chips. At the same time, as terminals develop toward portability, intelligence, and networking, and as emerging industries represented by AI, cloud computing, smart homes, wearable devices, and IoT rise to prominence, demand for edge computing is gradually increasing, generating substantial demand for edge AI chips. Artificial intelligence is gradually becoming a new driving force for the development of the integrated circuit industry, bringing new development opportunities for integrated circuit design companies.
(5) The Rise of AI Applications Has Brought Development Opportunities for Emerging Chip Design Companies
Historically, every new wave of applications has seen the rise of new industry giants — Intel and ARM each seized the two revolutionary waves of development represented by personal computers and mobile terminals, respectively. The current rise of AI applications is placing new design architecture requirements on processor chips, bringing new development
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
opportunities. In this transformation, traditional chip companies and emerging chip design companies stand on the same starting line, each with their respective advantages, and both facing broad market opportunities.
The advantages of leading traditional chip companies lie in their capital, resources, and experience barriers. They typically possess deep accumulated expertise in design, process, and manufacturing, with strong resource reserves and financial strength across all segments. Leading traditional chip companies have also recognized the enormous potential of AI-related applications, and have acquired numerous emerging AI chip design companies through mergers and acquisitions — for example, Intel's acquisitions of Habana Labs, Nervana, and Mobileye, and Xilinx's acquisition of DeePhi Technology (深鉴科技). For emerging AI chip design companies, this represents a prime opportunity to rise. Emerging companies adopt more flexible competitive strategies, with shorter technology iteration cycles and faster product development timelines, making them better able to adapt to the continuous upgrading of downstream AI applications.
The integrated circuit design industry is a typical technology-intensive sector, where a company's technological R&D strength depends on the accumulation and cultivation of specialized talent. Although in recent years the number of practitioners in the integrated circuit design industry has gradually increased alongside the development of China's integrated circuit industry, the situation of insufficient supply of specialized R&D talent relative to demand remains prevalent. Due to the sharp increase in market demand for integrated circuit design talent in recent years, the cost for newly entering companies to hire such talent has approached that of the world's top integrated circuit companies. For some time to come, the relative shortage of specialized talent will remain one of the important factors constraining industry development.
The mainstream integrated circuit companies in the international market have mostly undergone more than several decades of development. Although the Chinese government has increased its attention to the integrated circuit industry, due to the relatively insufficient financial strength of domestic enterprises and the lag in technological development, a technological gap still exists compared to leading foreign companies — particularly in the design capability of fundamental core chips such as CPUs and GPUs, where significant deficiencies remain. Therefore, the environment for China's integrated circuit industry needs to be further improved, and overall R&D strength and innovation capacity still need to be enhanced.
With the development of processor technology and intelligent algorithms, AI-related technologies have made notable progress over the past five years, with application scenarios continuously expanding. Currently, AI technology and application scenarios are more reflected in "perceptual intelligence" such as image recognition and speech recognition. Application scenarios for "cognitive intelligence" such as natural language processing are still at a relatively elementary stage. The development of AI-related technologies still needs to mature gradually, and large-scale practical applications are difficult to see in the short term.
Processor chips are the hardware foundation of artificial intelligence. AI was historically built on general-purpose CPUs for a long period, and relied on successive CPU upgrades to achieve steady improvements in fundamental computing power. Over the past decade, AI technologies represented by deep learning have seen rapidly growing demand for underlying computing power, and the pace of improvement in general-purpose CPU performance has been unable to meet the needs of AI technology development. Mainstream GPU products from the 2010–2012 period had already been equipped with ample high-performance hardware computing units and flexible software programming support for scientific computing and graphics rendering tasks. These key technical characteristics also allowed GPUs to support AI program development with relative convenience and provide considerable computing power.
GPUs have played an important role in the development of AI technology; however, the GPU architecture was not originally designed for artificial intelligence, and each generation of products must continue to support traditional fields such as graphics rendering and scientific computing. This results in significant room for improvement in the computational efficiency and energy efficiency of GPUs when performing AI processing. In chip design, if one were to abandon application domains outside of AI (such as scientific computing) and focus entirely on designing a dedicated processor chip architecture tailored to the computational load characteristics of the AI domain, the chip's computational efficiency and energy efficiency could be significantly improved. Such chips are referred to as AI chips or intelligent chips.
In recent years, intelligent chips have been a focal point of attention in the industry. The Company entered this field relatively early and has accumulated considerable depth. In 2015, members of the Company's founding team developed a prototype deep learning-dedicated processor chip based on TSMC's 65nm process, capable of significantly improving the computational efficiency and energy efficiency of deep learning. In 2016, Google released an intelligent chip called the TPU (Tensor Processing Unit), which was quickly commercialized across its various businesses. At the end of 2016, the Company launched Cambricon-1A (寒武纪1A), the world's first commercial terminal intelligent processor IP product. In 2017, a well-known brand-name smartphone manufacturer released its flagship smartphone chip, describing it as "the world's first AI computing platform for smartphones equipped with a dedicated NPU," where the NPU was the Cambricon-1A processor provided by the Company. In 2018, the Company released China's first high-peak-performance cloud-side intelligent chip, Siyuan 100 (思元100). Over the past two years, the global intelligent computing market has demonstrated rapid growth, with multiple leading domestic and international integrated circuit companies and start-ups successively releasing various intelligent chip products. For example, Nvidia's representative product in the cloud inference space is the Tesla T4, and in the cloud training space is the Tesla V100, both of which have been deployed at large scale; Habana Labs (acquired by Intel) has released the Goya accelerator card for inference and the Gaudi accelerator card for training, both of which are still in the promotion stage; Huawei HiSilicon's representative products include the Ascend 310 for edge and cloud inference and the Ascend 910 for cloud training, both of which are still in the promotion stage; other representative products include Horizon Robotics' (地平线机器人) Journey (征程) and Sunrise (旭日) series chips, and Graphcore's IPU product targeting the cloud market, among others.
Intelligent chips currently on the market can be mainly categorized into three types based on hardware deployment scenario: cloud-side, edge-side, and terminal; and based on the breadth of application types the chip can support, they can be divided into general-purpose intelligent chips and special-purpose intelligent chips. General-purpose intelligent chips can support diverse AI applications including vision, speech, natural language processing, and traditional machine learning, while special-purpose intelligent chips are designed for relatively singular specific application scenarios or completely fixed AI models (such as ASIC chips). General-purpose intelligent chips are typically deployed on the cloud, at the edge, and in high-end consumer electronics (such as high-end smartphones) to handle diverse AI application workloads, and their chip architectures are generally more complex; while special-purpose intelligent chips are typically deployed on low-power, cost-sensitive terminals to support specific intelligent applications, and their chip architectures are relatively simpler.
The product-level pan-AI chips currently in mass production on the market each have their own characteristics in terms of technical approach. The industry's technology level and development trends can be comprehensively discussed through several externally observable indicators: application scope, performance-per-watt ratio, manufacturing process, and maturity of supporting system software.
| Technical Indicator | Mainstream Technology Level | Future Technology Development Trend | Company's Main Product Technology Level | Alignment with Industry Development Trends | |---|---|---|---|---| | **Application Scope** | Primarily supports vision, speech, and natural language processing technologies based on deep learning methods | Comprehensively supports all types of vision, speech, natural language processing, recommendation systems, and traditional machine learning technologies | Comprehensively and efficiently supports diverse AI training and inference tasks including vision, speech, natural language processing, recommendation systems, and traditional machine learning | Already aligned with industry development trends | | **Performance-per-Watt Ratio** | Inference tasks: 1–2 TOPS/W (INT8); Training tasks: 0.2–0.4 TOPS/W (FP16/BF16), <0.1 TOPS/W (FP32) | Inference tasks: 4–5 TOPS/W (INT8/4/2); Training tasks: 1.5–2 TOPS/W (INT4/8/16 mixed-precision fixed-point training) | Inference tasks: approximately 2 TOPS/W; Training tasks: up to 2 TOPS/W (INT8/16 mixed-precision fixed-point training) | Currently partially aligned with industry development trends; with upgrades to the Company's product architecture and process, next-generation product performance will fully align with the industry's latest technology level | | **Manufacturing Process** | Cloud and edge intelligent chips predominantly use 16nm or 12nm processes; terminal flagship smartphone chips predominantly use 7nm process; other mid-to-high-end SoC chips predominantly use 28nm or 12nm processes | Cloud intelligent chips will adopt advanced 7nm or 5nm processes; edge intelligent chips will adopt 12nm or 7nm processes; terminal flagship smartphone chips will adopt 5nm processes; other mid-to-high-end SoC chips will adopt 12nm or 7nm processes | Cloud and edge intelligent chips primarily use 16nm process; flagship smartphone chips incorporating the Company's terminal intelligent processor IP use 7nm process | With upgrades to the Company's product architecture and process, the next-generation cloud chip products will be manufactured using advanced 7nm processes, capable of matching the industry's latest technology level | | **Software Maturity** | Supports or partially supports mainstream programming frameworks such as TensorFlow, PyTorch, and Caffe | Comprehensively and efficiently supports mainstream programming frameworks; provides a mature dedicated programming language; full-series cloud-edge-terminal chips support a unified software ecosystem | Cambricon Neuware comprehensively supports all mainstream AI programming frameworks; provides the dedicated programming language BANG for the AI domain; features an integrated cloud-edge-terminal development environment | Already aligned with industry development trends |
Note 1: Performance-per-watt ratio is estimated based on theoretical peak performance and overall chip power consumption. Note 2: INT2/4/8/16 represent 2-bit, 4-bit, 8-bit, and 16-bit fixed-point operations respectively; FP16/32 represent 16-bit and 32-bit floating-point operations respectively; BF16 represents 16-bit brain floating-point operations. Note 3: Terminal chips referred to in the table all refer to SoC chips with dedicated, localized AI processing capabilities. Note 4: The table above does not include a comparison for special-purpose intelligent chips (ASICs), as such chips have relatively singular functions, generally do not require advanced manufacturing processes such as Fin-FET, differ significantly from general-purpose intelligent chips in industry characteristics, and are not the primary focus of the Company's main business. Note 5: Performance-per-watt ratios for both training and inference are calculated based on theoretical peak performance.
Intelligent chips are currently still an emerging market and have not yet formed a stable product iteration cycle as the CPU market has. However, taking into account factors such as the R&D cycle for chip design, manufacturing cycles under different processes, and the product sales cycle in the market, after sufficient competition in the future, the iteration cycle for cloud intelligent chips will typically be approximately 2 years, the iteration cycle for edge intelligent chips will typically be approximately 2–3 years, the iteration cycle for terminal consumer electronics chips with dedicated and localized AI processing capabilities (such as flagship smartphone chips) will be approximately 1 year, and the iteration cycle for other mid-to-high-end intelligent SoC chips will be approximately 2 years.
The Company has consistently focused on the R&D and application of AI chips. As of February 29, 2020, the Company holds 65 authorized patents globally and has filed 120 PCT patent applications. In addition, the Company also possesses processor IP available for external licensing and rich technology reserves. The Company has excellent design capabilities across all globally mainstream advanced process nodes, including traditional CMOS and advanced Fin-FET. The Company is one of the few companies internationally to have comprehensively and systematically mastered the core technologies for R&D and productization of intelligent chips and their underlying system software. It is capable of providing a series of intelligent chip products and platform-based foundational system software that integrates cloud, edge, and terminal, combines hardware and software, fuses training and inference, and features a unified ecosystem. The Company's core technologies are entirely applied to its main business and fundraising investment projects. The technology level has been verified by numerous well-known domestic and international enterprises, and the Company holds unique competitive advantages and broad application scenarios within the industry.
**3. Specific Circumstances of the Deep Integration of the Issuer's Scientific and Technological Achievements with Industry**
The Company's launched product portfolio covers intelligent chips and their accelerator cards for cloud and edge scenarios, as well as terminal intelligent processor IPs, capable of meeting AI computing needs of different scales across cloud, edge, and terminal environments. The Company's intelligent chips and processor products can efficiently support diverse AI tasks including machine vision (intelligent processing of images and video), speech processing (speech recognition and synthesis), natural language processing, and recommendation systems. They efficiently support multimodal AI tasks that involve the collaborative integration of vision, speech, and natural language processing technologies, radiating across the "Intelligence+" industries of smart internet, intelligent manufacturing, intelligent transportation, intelligent education, smart finance, smart home, and smart healthcare. At the same time, the Company has developed a unified foundational system software platform for its cloud, edge, and terminal intelligent chips and processor products, completely breaking down the development barriers between cloud, edge, and terminal. Without the need for cumbersome porting, the same AI application can run conveniently and efficiently on all of the Company's cloud, edge, and terminal products. The systematized intelligent chip and processor products across cloud, edge, and terminal, along with the fully unified foundational system software platform, can significantly accelerate the deployment of AI applications in various scenarios and speed up the expansion of the Company's ecosystem.
Leveraging its leading R&D capabilities, reliable product quality, and excellent customer service, the Company has accumulated strong brand recognition and high-quality customer resources both domestically and internationally. The Company's products currently serve well-known chip design companies, server manufacturers, and industrial companies on a wide basis, radiating across the intelligent upgrading of industries including the internet, cloud computing, energy, education, finance, telecommunications, transportation, and healthcare, and supporting the rapid development of various small and medium-sized enterprises in the AI industry.
Since its establishment in March 2016, the Company has rapidly achieved the industrialized output of its technology, successively launching the Cambricon-1A (寒武纪1A), Cambricon-1H (寒武纪1H), and Cambricon-1M (寒武纪1M) series of intelligent processors for terminal scenarios, the cloud intelligent accelerator card series products based on the Siyuan 100 (思元100) and Siyuan 270 (思元270) chips, and the edge intelligent accelerator card based on the Siyuan 220 (思元220) chip. Among these, Cambricon-1A and Cambricon-1H have been applied respectively in the flagship smartphone chips of a globally renowned Chinese technology enterprise, and have been integrated into more than 100 million smartphones and other intelligent terminal devices. The Siyuan
列产品也已应用于浪潮、联想等多家服务器厂商的产品中，思元270芯片获得第六届世界互联网大会领先科技成果奖。在人工智能芯片设计初创企业中，公司是少数已实现产品成功流片且规模化应用的公司之一。公司通过不断的技术创新和设计优化，实现了产品的多次迭代更新，产品性能的持续升级推动公司核心竞争力不断提升。针对公司各主要产品所处市场，具体情况如下：
The series of products have also been applied in products of multiple server manufacturers including Inspur and Lenovo, and the Siyuan 270 chip received the Leading Technology Achievement Award at the 6th World Internet Conference. Among AI chip design startups, the Company is one of the few that has successfully taped out products and achieved large-scale commercial application. Through continuous technological innovation and design optimization, the Company has achieved multiple iterative product updates, and the continuous upgrading of product performance has driven the continuous improvement of the Company's core competitiveness. The specific situations of the markets in which the Company's major products operate are as follows:
Currently, apart from Cambricon (寒武纪), vendors providing terminal intelligent processor IP mainly include ARM of the United Kingdom, CEVA of Israel, and Cadence of the United States. Among these, ARM's and Cambricon's products are architectures specifically designed for intelligent computing, while CEVA's and Cadence's products have evolved from DSP products. In terms of market shipments, the number of SoC chips incorporating Cambricon's terminal intelligent processor IP has exceeded 100 million units, achieving large-scale commercial application in the terminal intelligent processor IP market at a relatively early stage.
In the cloud intelligent computing market, the mainstream chip and accelerator card solution providers mainly include Nvidia, Cambricon, and Huawei HiSilicon (华为海思). Due to its software ecosystem advantages, Nvidia's GPU chips and accelerator card products occupy the majority of market share. Companies such as Cambricon and Huawei HiSilicon are still in the market development stage, with market shares that are significantly smaller than Nvidia's. However, the general-purpose intelligent chip architecture specifically designed for AI applications adopted by the Company has already reached the industry's advanced level in terms of computational efficiency, performance-to-power ratio, and other indicators, and will become the mainstream technology path for future AI chip development.
In the edge intelligent computing market, market share is currently also dominated primarily by Nvidia, whose main products include the Jetson TX1, Jetson TX2, and the latest Xavier and Xavier NX. Cambricon and Huawei HiSilicon are among the earliest representative Chinese companies to enter this field, and are currently still in the market development stage, with broad prospects for future applications.
The integrated circuit design industry is a technology-intensive industry, and intelligent chips, as an emerging direction in the integrated circuit field, have dual technological barriers in both integrated circuit design and artificial intelligence. Currently, major enterprises in the pan-AI chip field (a general term for various types of chips that can be used for AI computing tasks) fall into two categories:
The first category consists of leading international integrated circuit design enterprises, including Nvidia, Intel, AMD, Qualcomm, NXP, Broadcom, Xilinx, MediaTek (联发科), Huawei HiSilicon, etc., as well as companies that primarily operate on an IP licensing model such as ARM, Cadence, and Synopsys. The second category consists of professional AI chip design companies represented by the Company, Horizon Robotics (地平线机器人), Graphcore, Wave Computing, and others.
The first category of leading international integrated circuit design enterprises generally has accumulated years of technological development and R&D, and still holds advantages in terms of overall technological strength, sales scale, financial resources, and talent teams. Currently, in the pan-AI chip field, Nvidia's GPU products and Intel's CPU products still hold a clear market share advantage. The second category of professional AI chip design companies was generally established relatively recently, and cannot compare with leading international integrated circuit design enterprises in terms of revenue scale and overall technology accumulation. However, they possess their own unique technological advantages and certain R&D capabilities in AI algorithms and specialized chip design for AI application scenarios. In the future, as AI applications gradually mature, these companies are expected to enter a phase of rapid development and gradually become leading integrated circuit design enterprises.
Companies in the same industry that are similar or comparable to the Company in terms of business model and product categories, and that are engaged in the R&D and sales of pan-AI chips, are all well-known multinational corporations, mainly including Nvidia, Intel, AMD, ARM, Huawei HiSilicon, and others. Based on statistics from the periodic reports disclosed by comparable companies, the basic information on the main relevant companies is as follows:
Nvidia (英伟达) was founded in 1993 and is headquartered in Santa Clara, California, USA. Nvidia is "the inventor of the graphics processing unit (GPU)" and the world's largest GPU supplier. Its GPU products are widely used in graphics rendering, scientific computing, and artificial intelligence tasks in consumer electronics and data center scenarios. In the field of artificial intelligence, Nvidia's GPU products can cover various application scenarios including cloud-side training, cloud-side inference, and terminal inference, and hold an absolutely dominant position in the pan-AI chip market for cloud computing (data centers) in particular. In fiscal year 2020, Nvidia's data center business revenue reached USD 2.983 billion.
According to Nvidia's annual report, its revenue for fiscal year 2020 was USD 10.918 billion, with a net profit of USD 2.796 billion.
Intel (英特尔), as a traditional CPU design and manufacturing enterprise, holds an absolutely dominant market share in the CPU market for personal computers and servers. Intel's CPU products are primarily designed for general-purpose scenarios, but their absolute performance in AI processing is not leading. In order to strengthen its competitiveness in the AI market, Intel has in recent years acquired a number of AI chip design startups, hoping to build a more complete product ecosystem through mergers and acquisitions to meet customers' growing demand for AI computing capabilities. According to public market information, Intel acquired FPGA chip manufacturer Altera for USD 16.7 billion in June 2015, acquired AI chip startup Nervana Systems for USD 350 million in August 2016, acquired Israeli intelligent driving chip and platform company Mobileye for USD 15.3 billion in March 2017, and acquired Israeli cloud AI chip startup Habana Labs for USD 2 billion in December 2019.
According to Intel's annual report, its revenue for fiscal year 2019 was USD 71.965 billion, with a net profit of USD 21.048 billion.
AMD (超威半导体, Advanced Micro Devices) is a company dedicated to designing and manufacturing various innovative microprocessors (CPUs, GPUs, APUs, motherboard chipsets, TV card chips, etc.), flash memory, and low-power processor solutions for the computer, communications, and consumer electronics industries. The company was founded in 1969. AMD is committed to providing standards-based, customer-centric solutions for technology users — from enterprises and government agencies to individual consumers. AMD currently offers high-performance Radeon Instinct accelerator cards for AI and machine learning, as well as the open software platform ROCm.
According to AMD's annual report, its revenue for fiscal year 2019 was USD 6.731 billion, with a net profit of USD 341 million.
ARM (安谋) is a well-known British chip design company and a representative enterprise of the IP licensing business model in the integrated circuit industry. ARM owns multiple series of processor IP products and supporting software systems, and the world's leading terminal device manufacturers widely use ARM's CPU technology across application areas including mobile phones, digital set-top boxes, automotive electronics, and other terminal devices, as well as cloud servers.
In July 2016, ARM was fully acquired by Japan's SoftBank Group for USD 30.9 billion.
Huawei HiSilicon was established in October 2004 and is a wholly-owned subsidiary of Huawei Group, as well as the largest integrated circuit design enterprise in China by revenue. Its chips and solutions are primarily applied in areas covering network communications, consumer electronics, digital media, video processing, and other fields. In the AI chip field, Huawei HiSilicon released cloud-side and edge-side chips in 2018, committed to covering the full range of scenarios including data centers, edge-side, and consumer terminals. Benefiting from Huawei's technology accumulation in communications, video processing, consumer electronics, and other fields, Huawei HiSilicon has a significant application scenario advantage in AI terminal chips.
According to the ranking of the Top 10 Fabless Integrated Circuit Design Companies in 2018 released by Digitimes Research, Huawei HiSilicon ranked fifth globally.
Due to the rise of the AI industry in recent years, companies such as Intel, AMD, and Nvidia, although traditional chip manufacturers, have all entered the intelligent computing field. For example, GPU chips designed by Nvidia can also perform AI computing tasks and have become one of the mainstream chip products in the intelligent computing market. At the same time, most companies currently in the market focused on designing intelligent chips are startups with relatively small scale and relatively limited publicly disclosed information; while Intel, AMD, Nvidia, and others are all listed companies with relatively more publicly disclosed information. Therefore, it is reasonable to use traditional chip design manufacturers such as CPU and GPU producers as comparable companies.
The comparison between the Company's terminal intelligent processor IP and similar products from comparable companies in the same industry is as follows:
| Product Model | Computing Capability (Theoretical Peak Performance) | Manufacturing Process | Performance-to-Power Ratio | Training/Inference Task | |---|---|---|---|---| | Cambricon 1A | At 1GHz clock frequency: non-sparse peak performance 0.5TOPS (FP16), sparse peak performance 2TOPS (FP16) | Digital IP, no process limitation | 2TOPS/W@7nm | Inference | | Cambricon 1H | Sub-model Cambricon 1H8: at 1GHz clock frequency, non-sparse peak performance 1TOPS (INT8); Sub-model Cambricon 1H16: at 1GHz clock frequency, non-sparse peak performance 0.5TOPS (FP16) or 1TOPS (INT8), sparse peak performance 2TOPS (FP16) | Digital IP, no process limitation | 4TOPS/W@7nm | Inference | | Cambricon 1M | Provides three size configurations; at 1GHz clock frequency, INT8 peak performance is 2TOPS, 4TOPS, and 8TOPS respectively; INT4 peak performance is 4TOPS, 8TOPS, and 16TOPS respectively | Digital IP, no process limitation | 5TOPS/W@7nm | Inference and Training | | ARM Ethos-N37 | 1TOPS at 1GHz clock frequency | Digital IP, no process limitation | Not disclosed | Inference; whether training is supported not disclosed | | ARM Ethos-N57 | 2TOPS at 1GHz clock frequency | Digital IP, no process limitation | Not disclosed | Inference; whether training is supported not disclosed | | ARM Ethos-N77 | 4TOPS at 1GHz clock frequency | Digital IP, no process limitation | 5TOPS/W@7nm | Inference; whether training is supported not disclosed |
Source: Official websites, annual reports and other publicly disclosed materials of each company. Note: The performance-to-power ratio in this table represents the performance-to-power ratio parameter of the intelligent processor IP itself, and does not include the power consumption of other modules in the SoC chip.
Cambricon's and ARM's terminal intelligent processor IPs have both been specially optimized for advanced processes such as 7nm, and are relatively close in terms of performance-to-power ratio and other indicators. In terms of computing capability specifications, Cambricon's terminal processor IP products can provide up to 8TOPS (INT8) of single-core computing capability, which is higher than ARM's comparable products. In terms of support for inference and training tasks, Cambricon 1M can simultaneously support both inference and training functions, while it has not yet been disclosed whether ARM's comparable products support training in addition to inference functions. Compared with ARM, the Company has a first-mover advantage in this market, having achieved large-scale commercial application in the smartphone market at an earlier stage. However, ARM has deep accumulation, a solid reputation, and strong customer relationships in the integrated circuit IP market, which represent significant advantages relative to the Company.
The comparison between the Company's cloud intelligent chips and similar products from comparable companies in the same industry is as follows:
| Product Model | Computing Capability (Theoretical Peak Performance) | Manufacturing Process | Performance-to-Power Ratio | Training/Inference Task | |---|---|---|---|---| | Cambricon Siyuan 100 (思元100) | 32TOPS@INT8 (non-sparse mode) | 16nm | Approx. 0.5TOPS/W (non-sparse mode) | Inference | | Cambricon Siyuan 270 (思元270) | 128TOPS@INT8 | 16nm | Approx. 2TOPS/W | Inference and Training | | Cambricon Siyuan 290 (思元290) | Under development | 7nm | Under development | Inference and Training | | Nvidia Tesla T4 | 130TOPS@INT8 | 12nm | Approx. 2TOPS/W | Inference and Training | | Nvidia Tesla V100 | 125TOPS@FP16 | 12nm | Approx. 0.5TFLOPS/W | Inference and Training | | Nvidia Tesla A100 | 624TOPS@INT8 (non-sparse mode) | 7nm | Approx. 2TOPS/W (non-sparse mode) | Inference and Training | | Intel Goya | Not disclosed | 16nm | Not disclosed | Inference | | Intel Gaudi | Not disclosed | 16nm | Not disclosed | Inference and Training | | Huawei HiSilicon Ascend 310 | 16TOPS@INT8 | 12nm | Approx. 2TOPS/W | Inference | | Huawei HiSilicon Ascend 910 | 512TOPS@INT8 | 7nm | Approx. 2TOPS/W | Inference and Training |
Source: Official websites, annual reports and other publicly disclosed materials of each company.
The latest cloud-side chip products developed by Cambricon, Nvidia, and Huawei HiSilicon have all adopted advanced processes such as 7nm, and are relatively close in terms of performance-to-power ratio. In terms of peak computing capability, Nvidia occupies the leading position with its latest A100, which is higher than the competing products of the Company and Huawei HiSilicon. Intel has obtained two products, Goya and Gaudi, through the acquisition of Habana Labs; their peak computing capabilities have not been disclosed, but are estimated to be lower than Nvidia's A100. In terms of the basic software ecosystem for intelligent computing, Nvidia's CUDA software ecosystem is mature and well-developed, placing it in an absolutely leading position in this area, with significant advantages over the Company, Huawei HiSilicon, and Intel. In terms of intelligent computing market share and brand recognition, Nvidia's GPU products remain in an absolutely leading position, while the relevant products of the Company, Huawei HiSilicon, and Intel are still in the market development phase.
The comparison between the Company's edge intelligent chips and similar products from comparable companies in the same industry is as follows:
| Product Model | Computing Capability (Theoretical Peak Performance) | Manufacturing Process | Performance-to-Power Ratio | Training/Inference Task | |---|---|---|---|---| | Cambricon Siyuan 220 (思元220) | 16TOPS@INT8 | 16nm | Approx. 2TOPS/W | Inference | | Nvidia Jetson TX2 | Approx. 1.5TFLOPS@FP16 | 16nm | Chip power consumption not disclosed | Inference | | Nvidia Xavier | 32TOPS@INT8 | 12nm | Approx. 1TOPS/W | Inference | | Huawei HiSilicon 3559A | Approx. 4-5TOPS@INT8 | 12nm | Approx. 1.5TOPS/W | Inference | | Huawei HiSilicon Ascend 310 | 16TOPS@INT8 | 12nm | Approx. 2TOPS/W | Inference |
Source: Official websites, annual reports and other publicly disclosed materials of each company.
Cambricon (寒武纪), NVIDIA, and HiSilicon (华为海思) have all adopted 16nm/12nm process technology for their edge chip products deployed in the intelligent computing market. In terms of performance-per-watt ratio, the Company's and HiSilicon's edge chip products are currently slightly ahead of NVIDIA's comparable products; however, it is expected that NVIDIA will launch new products in the future that will match or surpass the Company's and HiSilicon's products in performance-per-watt ratio. In terms of functionality, the edge chips of the Company, NVIDIA, and HiSilicon are all oriented toward artificial intelligence inference tasks. In terms of market recognition, NVIDIA's edge computing products remain in a leading position globally; HiSilicon's related products have already established a certain customer base in the domestic market; while the Company's edge chip, the Siyuan 220 (思元220), was released relatively recently and is still in the market development stage.
The following table presents a comparison of key technical indicators between the Company's Intelligent Computing Cluster and general-purpose computing clusters based on Intel CPUs, intelligent computing clusters based on NVIDIA GPUs, and intelligent computing clusters based on HiSilicon's Ascend series intelligent chips, including cluster scalability, cooling method, number of chips/accelerator cards per server, computing performance per chip/accelerator card, power consumption per chip/accelerator card, cluster power consumption at equivalent peak performance (100 POPS, i.e., 100 quadrillion basic operations per second), throughput, and latency:
| Cluster Type | Representative Vendor | Primary Computing Chip | Cluster Scalability (Number of Servers per Single Cluster) | Cooling Method | Cluster Communication Technology | Number of Chips/Accelerator Cards per Server | Computing Performance per Single Chip/Accelerator Card | Power Consumption per Single Chip/Accelerator Card | Power Consumption¹ (Cluster with Peak Computing Performance of 100 POPS) | Throughput² (Cluster with Peak Computing Performance of 100 POPS) | Latency³ (Cluster with Peak Computing Performance of 100 POPS) | |---|---|---|---|---|---|---|---|---|---|---|---| | Cambricon Intelligent Computing Cluster | Cambricon | Siyuan 270 (思元270), Siyuan 290 (思元290) | Good, from hundreds to tens of thousands of units | Air cooling | Inter-server communication via IB (InfiniBand) or high-speed Ethernet; intra-server communication via PCIe/CCLink | 4/8/16 cards | Siyuan 270: 128 TOPS (INT8), 64 TOPS (INT16); Siyuan 290 under development | 70W (Siyuan 270); approximately 300W (Siyuan 290) | Siyuan 270 cluster: approximately 100 KW (8 cards per server), 150 KW (4 cards per server); Siyuan 290 cluster: approximately 110 KW (8 cards per server) | Throughput in typical visual tasks (ResNet50) exceeds 4 million images per second; throughput in typical speech tasks (WaveRNN) exceeds 70,000 speech units per second; throughput in typical natural language processing tasks (Bert-base) exceeds 700,000 sentences per second. At the same peak performance, training scenario throughput is generally 1/4 to 1/10 of inference scenario throughput. | Cluster inference latency depends primarily on single-chip performance — the higher the single-chip performance, the lower the latency. The Siyuan 270/290 series accelerator cards can achieve millisecond-level or tens-of-milliseconds-level latency in typical visual, speech, and natural language scenarios. Training latency depends on single-chip performance, cluster scale, and cluster communication bandwidth. For typical visual, speech, and natural language training tasks, the Cambricon Intelligent Computing Cluster with peak computing performance of 100 POPS has latency on the order of minutes to hours. | | Intel General-Purpose Computing Cluster | Inspur (浪潮), Lenovo (联想) | Intel Xeon series CPU | Good, from hundreds to tens of thousands of units | Air cooling / liquid cooling | Inter-server communication via IB or high-speed Ethernet; intra-server communication via PCIe/10.4G UPI | Typical configuration is dual-socket or quad-socket, containing two or four CPU chips | Typical single-chip computing power < 5 TFLOPS | Typical single-chip power consumption: 50W–200W | Approximately 1,500 KW | Due to limitations of the computing architecture, general-purpose CPUs have a significantly larger performance gap compared to GPUs and intelligent chips in typical visual, speech, and natural language tasks. Single CPU chip throughput is approximately 1/5 to 1/8 of a GPU or intelligent chip with the same power consumption (depending on CPU model and core count). At the same peak performance, training scenario throughput is generally 1/4 to 1/10 of inference scenario throughput. Large general-purpose computing clusters are currently relatively rarely used for AI processing tasks; throughput data for typical visual, speech, and natural language scenarios has not been disclosed. | Cluster inference latency depends primarily on single-chip performance — the higher the single-chip performance, the lower the latency. Due to limitations of the computing architecture, general-purpose CPU computing clusters have a significantly larger performance gap compared to GPUs and intelligent chips in typical visual, speech, and natural language tasks; inference latency is approximately 3 to 8 times that of a GPU or intelligent chip with the same power consumption. Training latency depends on single-chip performance, cluster scale, and cluster communication bandwidth. For typical visual, speech, and natural language training tasks, the latency of a general-purpose computing cluster with peak computing performance of 100 POPS is on the order of minutes to hours. | | NVIDIA GPU Cluster | Inspur (浪潮), Xinhua Three (新华三) | NVIDIA Tesla T4, Tesla V100, Tesla A100 | Good, from hundreds to tens of thousands of units | Air cooling | Inter-server communication via IB or high-speed Ethernet; intra-server communication via PCIe/NVLink | 4/8/16 cards | Tesla T4: 130 TOPS (INT8); Tesla V100: 15.7 TFLOPS (FP32), 125 TFLOPS (FP16); Tesla A100 (non-sparse): 19.5 TFLOPS (FP32), 156 TFLOPS (TF32), 312 TFLOPS (FP16/BF16), 624 TOPS (INT8) | 70W (Tesla T4); 300W (Tesla V100); 400W (Tesla A100) | T4 cluster: approximately 100 KW (8 cards per server), 150 KW (4 cards per server); V100 cluster: approximately 180 KW (8 cards per server); A100 cluster: approximately 110 KW (8 cards per server) | Throughput in typical visual tasks (ResNet50) exceeds 4 million images per second; throughput in typical speech tasks (WaveRNN) — no accurate data available; throughput in typical natural language processing tasks (Bert-base) exceeds 650,000 sentences per second. At the same peak performance, training scenario throughput is generally 1/4 to 1/10 of inference scenario throughput. | Cluster inference latency depends primarily on single-chip performance — the higher the single-chip performance, the lower the latency. T4/V100 series clusters can achieve millisecond-level or tens-of-milliseconds-level latency in typical visual, speech, and natural language scenarios. Training latency depends on single-chip performance, cluster scale, and cluster communication bandwidth. For typical visual, speech, and natural language training tasks, the latency of a GPU computing cluster with peak computing performance of 100 POPS is on the order of minutes to hours. | | HiSilicon Intelligent Computing Cluster | Huawei (华为) | Huawei Atlas 300 accelerator card (composed of 4 HiSilicon Ascend 310 chips), Huawei Ascend 910 | Good, from hundreds to tens of thousands of units | Air cooling / liquid cooling | Inter-server communication via IB or high-speed Ethernet; intra-server communication via PCIe and undisclosed-rate inter-chip interconnect technology | Typical configuration of 4/8 cards | Atlas 300: 64 TOPS (INT8), 32 TOPS (FP16); Ascend 910: 512 TOPS (INT8), 256 TFLOPS (FP16) | 67W (Atlas 300); 310W (Ascend 910) | Atlas 300 cluster: approximately 200 KW (8 cards per server), 280 KW (4 cards per server); Ascend 910 cluster: approximately 110 KW (8 cards per server) | Specific data for typical visual, speech, and natural language scenarios have not been disclosed. At the same peak performance, training scenario throughput is generally 1/4 to 1/10 of inference scenario throughput. | Inference latency depends primarily on single-chip performance — the higher the single-chip performance, the lower the latency. Latency data for Atlas series accelerator cards in typical visual, speech, and natural language scenarios have not been disclosed. Training latency depends on single-chip performance, cluster scale, and cluster communication bandwidth. For typical visual, speech, and natural language training tasks, the latency of the HiSilicon Intelligent Computing Cluster with peak computing performance of 100 POPS is on the order of minutes to hours. |
Source: Official websites, annual reports, and other publicly disclosed materials of each company.
Note 1: In order to fairly measure energy efficiency, all intelligent computing clusters have been normalized to a peak performance scale of 100 POPS, and all have been normalized to 8-bit fixed-point INT8 performance (where INT8 operations are not provided, the FP16/FP32 peak performance is multiplied by the corresponding factor). Cluster power consumption is related to the configuration of specific computing, storage, and network equipment. In this table, for intelligent computing clusters composed of mid-range products (Siyuan 270, NVIDIA T4, Huawei Atlas 300), the industry-typical configuration of 4 cards per server or 8 cards per server is used ("one server" refers to a single server), with dual 10-Gigabit Ethernet and 100 PB of distributed storage. Compared to an 8-cards-per-server configuration, a 4-cards-per-server configuration has a higher proportion of CPUs within the cluster, which increases the power consumption ratio; for clusters of the same intelligent computing capacity scale, the former will have higher total power consumption. For intelligent computing clusters composed of high-end products (Siyuan 290, NVIDIA V100, NVIDIA A100, Huawei Ascend 910), the industry-typical 8-cards-per-server configuration is used, with low-latency InfiniBand networking and 100 PB of distributed storage.
For general-purpose computing clusters, 4-socket Xeon Platinum 8280 servers are used, with low-latency InfiniBand networking and 100 PB of distributed storage.
Note 2: Cluster throughput in inference scenarios depends on cluster scale and single-chip performance. Cluster throughput can generally achieve linear scaling relative to single-chip throughput capacity. The throughput figures in this table are calculated using each vendor's mid-range products. Clusters composed of high-end products with the same peak performance have comparable or slightly better throughput.
Note 3: Inference tasks are primarily used for the deployment of AI applications and external services, and are divided into online inference and offline inference scenarios. The typical latency requirement for online inference is milliseconds to tens of milliseconds; the latency requirement for offline inference is lower, and values exceeding seconds or even larger are acceptable. Training tasks are primarily used for the research, development, and optimization of intelligent algorithms, with a typical latency requirement of completing training within several hours. For clusters with sufficient computing power (on the order of 100 POPS), the training latency for typical visual tasks (e.g., ResNet50) is on the order of minutes, and the training latency for typical natural language tasks (e.g., Bert) is on the order of hours.
The Cambricon Intelligent Computing Cluster, NVIDIA Intelligent Computing Cluster, and Huawei Intelligent Computing Cluster are relatively comparable in terms of scalability, performance, energy consumption, latency, and throughput, and all are capable of meeting the requirements of typical inference and training tasks within the cluster. In terms of energy consumption, all three types of intelligent computing clusters are significantly superior to general-purpose computing clusters. In terms of the foundational system software ecosystem for intelligent computing clusters, NVIDIA holds a significant advantage over the Company and Huawei, owing to the deep accumulation and widespread application of the CUDA software ecosystem in the intelligent computing field over many years. In terms of upstream communication technology for intelligent computing clusters, NVIDIA acquired Mellanox, a data center communication technology vendor, thereby integrating Mellanox's globally leading InfiniBand technology, giving NVIDIA a significant advantage over the Company and Huawei.
For the Company's market position, please refer to "II. (VI) Market Position of the Issuer's Products" in this section. For the Company's technical strength, please refer to "VII. (I) The Company's Core Technology" in this section. For the Company's business data and key metrics, please refer to this Prospectus
Section 8 "Financial and Accounting Information and Management Analysis" — "VI. Analysis of Operating Results" of the Prospectus.
A comparison of the Company's competitive position against two different types of companies — international integrated circuit design leaders and AI chip startups — is as follows:
| Company Name | Product Structure | Profit Model | Enterprise Scale | R&D Strength | Degree of Industrialization | Application Scenario Deployment | Technology Maturity | Ecosystem Competitiveness | |---|---|---|---|---|---|---|---|---| | Cambricon (寒武纪) | IP licensing, cloud-side, edge-side, and terminal general-purpose intelligent chips and IPs, acceleration cards, and intelligent computing cluster systems | Sale of IP licenses, chips, acceleration cards, and intelligent computing cluster systems | Startup | 2019 R&D expenditure: 543 million yuan (RMB); R&D expense ratio: 122.32%; as of end of 2019, R&D personnel: 680, accounting for 79.25% | Mass-produced and has achieved scaled revenue | Cloud, edge, and terminal vision, voice, natural language, search and recommendation | Mature and continuously iterating; products shipped at scale | Integrated cloud-edge-terminal development environment supporting a unified software ecosystem | | NVIDIA (英伟达) | GPU-based cloud-side and edge-side AI chips | Sale of chips, acceleration cards, and complete systems | Large Enterprise | 2019 R&D expenditure: USD 2.829 billion; R&D expense ratio: 24.15% | High degree of industrialization; high market share | Primarily targeting cloud-side and edge-side AI application scenarios | Mature and continuously iterating; products shipped at scale | Possesses mature CUDA ecosystem | | Intel (英特尔) | Primarily CPU-based cloud-side AI chips | Sale of chips and acceleration cards | Large Enterprise | 2019 R&D expenditure: USD 13.362 billion; R&D expense ratio: 18.57% | Achieved industrialization through acquisitions of Habana Labs, Nervana, Mobileye, and other AI chip companies | Primarily targeting data centers, servers, and intelligent driving application scenarios | Cloud-side products not yet shipped at scale; intelligent driving products shipped at scale | Strong reach through the x86 CPU ecosystem | | HiSilicon (华为海思) | Cloud-side, edge-side, and terminal AI chips | Sale of chips; sale of acceleration cards and complete systems through Huawei | Large Enterprise | 2019 R&D expenditure: USD 2.439 billion; R&D expense ratio: 21.12% | Mass-produced and has achieved scaled revenue | Cloud, edge, and terminal vision, voice, natural language, search and recommendation | Mature and continuously iterating; products shipped at scale | Relies on Huawei's overall ecosystem advantages | | Horizon Robotics (地平线机器人) | Primarily BPU-based edge-side AI chips | Sale of chips and integrated solutions | Startup | Relevant R&D strength data not disclosed | Products have been released; specific production volume and revenue scale not disclosed | Primarily edge vision, especially intelligent driving vision | Whether applied in mass-produced products not disclosed | Development environment primarily targeting the edge vision sector | | Graphcore | Primarily IPU-based cloud-side AI chips | Sale of acceleration cards | Startup | Relevant R&D strength data not disclosed | Products have been released; specific production volume and revenue scale not disclosed | Whether applied in mass-produced products not disclosed | Whether applied in mass-produced products not disclosed | Development environment primarily targeting cloud-side application scenarios | | Wave Computing | Cloud-side and edge-side AI chips | Sale of complete systems and acceleration cards | Startup | Relevant R&D strength data not disclosed | Products have been released; specific production volume and revenue scale not disclosed | AI chip products covering scenarios from edge computing to data centers | Whether applied in mass-produced products not disclosed | No significant ecosystem advantage |
In the intelligent computing cluster sector, since its core components are intelligent chips and intelligent acceleration cards, companies that possess advanced intelligent chip technology will have a significant competitive advantage. The intelligent computing systems currently available on the market primarily include NVIDIA GPU-based intelligent computing clusters, Huawei intelligent computing clusters, and Cambricon intelligent computing clusters.
NVIDIA does not directly build intelligent computing cluster systems; instead, it provides AI computing capability support to traditional server manufacturers such as Inspur and Lenovo by supplying GPU chips. NVIDIA was established relatively early, and its GPU products and cluster architectures, developed through long-term technological advancement, have gained widespread application in the intelligent computing sector. Its strong technology reserves have given NVIDIA a certain first-mover advantage in the intelligent computing cluster field.
HiSilicon's approach to the intelligent computing cluster system business is to supply Ascend-series intelligent chips and acceleration card products for Huawei's Atlas intelligent computing clusters, providing computing capability support for Huawei's intelligent computing cluster products. Because Huawei and HiSilicon have a relatively complete and independent product ecosystem chain, customers who choose to adopt Huawei's intelligent computing cluster systems typically use Huawei products for all core components, including servers, CPUs, intelligent chips, cluster storage and communications equipment, and system software.
Cambricon's intelligent computing cluster is an intelligent computing cluster system designed around its proprietary cloud-side intelligent chips, acceleration cards, and foundational system software. Because the Company's chip architecture has been optimized for AI applications and various algorithms, the clusters it builds can accommodate large-scale, high-throughput intelligent processing tasks. At the same time, the Company is positioned as an independent chip design company that can cooperate with a greater number of server manufacturers and cloud service providers, offering greater commercial openness and compatibility.
The Company is one of the few enterprises in the world that comprehensively and systematically masters the core technologies for R&D and productization of intelligent chips and their foundational system software. It is capable of providing a series of intelligent chip products and a platform-based foundational system software that integrate cloud, edge, and terminal capabilities; achieve hardware-software synergy; combine training and inference; and support a unified ecosystem. The core technologies the Company has mastered — including intelligent processor instruction sets, intelligent processor microarchitecture, intelligent chip programming languages, and intelligent chip high-performance math libraries — are characterized by high barriers to entry, difficult R&D, and broad applicability, and hold significant technological, economic, and ecosystem value for the integrated circuit industry and the AI sector.
Leveraging its leading core technologies, the Company achieved the productization of multiple technologies at an early stage, including launching the world's first commercial terminal intelligent processor IP product, Cambricon-1A (寒武纪1A), and China's first high-peak-performance cloud-side intelligent chip, Siyuan 100 (思元100). Through technological innovation and design optimization, the Company has continuously enhanced the performance, energy efficiency, and ease of use of its products, driving ongoing improvements in product competitiveness.
The Company has carried out a systematic intellectual property layout in the field of intelligent chips and related areas to safeguard its core technologies. As of February 29, 2020, the Company has been granted 65 domestic and international patents (including 50 domestic patents and 15 international patents), and has filed 120 PCT patent applications.
Dr. Chen Tianshi (陈天石), the Company's Chairman and General Manager, previously served as a researcher (senior professional title) and doctoral supervisor at the Institute of Computing Technology of the Chinese Academy of Sciences. He has engaged in fundamental scientific research in fields related to artificial intelligence and processor chips for more than a decade, accumulating a solid theoretical foundation and extensive R&D experience. He founded and has led the Company to rapidly rise to the forefront of global startups in the intelligent chip sector. Dr. Chen Tianshi is one of the founders of the Cambricon series of commercial intelligent chips, and has received numerous honors, including the "Outstanding Science and Technology Achievement Award of the Chinese Academy of Sciences" (2019), "Beijing Outstanding Science and Technology Management Talent with Special Contributions" (2019), "Shanghai May Day Labor Medal" (2019), "Ministry of Science and Technology Science and Technology Innovation and Entrepreneurship Talent" (2018), "CCTV Annual Science and Technology Innovation Figure" (2017), and "Shanghai Youth May Fourth Medal" (2017). Mr. Liang Jun (梁军), the Company's Deputy General Manager and Chief Technology Officer, is a chip architecture expert with nearly 20 years of professional experience. He has served as lead architect for the architectural design of multiple high-end complex SoC chips, with cumulative mass-produced chip volumes exceeding 100 million units.
The Company has established mature teams in technological R&D, supply chain management, and product sales, with core members all possessing many years of industry experience. The Company's core R&D personnel are mostly graduates of renowned universities or research institutes, holding academic backgrounds in computer science, microelectronics, and related disciplines, and several key members have years of work experience at well-known semiconductor companies. Among the Company's employees, 79.25% are R&D personnel, and 63.64% hold master's degrees or above. The R&D team has a well-structured composition and comprehensive skills, providing strong support for the Company's technological innovation and product development.
The product portfolio the Company has launched covers intelligent chips and acceleration cards for cloud-side and edge-side applications, as well as terminal intelligent processor IPs, capable of meeting AI computing needs at different scales across the cloud, edge, and terminal. The Company's intelligent chips and processor products can efficiently support diverse AI tasks, including machine vision (intelligent processing of images and video), voice processing (speech recognition and synthesis), natural language processing, and recommendation systems. They can also efficiently support multimodal AI tasks that involve the coordinated integration of technologies such as vision, voice, and natural language processing, covering "intelligent+" industries including smart internet, intelligent manufacturing, intelligent transportation, intelligent education, smart finance, smart home, and smart healthcare. At the same time, the Company has developed a unified foundational system software platform for its cloud-side, edge-side, and terminal intelligent chip and processor products, completely eliminating the development barriers between cloud, edge, and terminal environments. Without cumbersome porting processes, the same AI application can run conveniently and efficiently across all of the Company's cloud-edge-terminal products.
The systematized cloud-edge-terminal intelligent chip and processor products, together with the fully unified foundational system software platform, can greatly accelerate the deployment of AI applications across various scenarios and expedite the expansion of the Company's ecosystem.
The Company has already established a complete and efficient chip and software development process, enabling rapid iterative upgrades of products in response to market demands and the evolution of downstream applications. While supporting customers' businesses, this also drives the continuous advancement of the Company's core technologies, expands the range of its product categories and application scenarios, extends the boundaries of the intelligent chip application ecosystem, and ensures that the Company's product portfolio continues to meet market and customer needs.
Through its leading R&D capabilities, reliable product quality, and excellent customer service, the Company has accumulated strong brand recognition and high-quality customer resources both domestically and internationally. The Company's products currently serve well-known chip design companies, server manufacturers, and industry companies across a wide range of sectors, covering the intelligent upgrading of industries including the internet, cloud computing, energy, education, finance, telecommunications, transportation, and healthcare, while also supporting the rapid development of various small and medium-sized enterprises in the AI industry.
Leveraging the customer base accumulated through operations, the Company has further enhanced its brand recognition and market influence. The brand effect of these high-quality customers also helps the Company further explore cooperation opportunities with other clients. At the same time, the rich existing customer resources provide convenience for the Company in opening up markets for new products, enabling sales synergies across multiple product types. Product launches, upgrades, and generational updates are more readily accepted by the market, laying a solid foundation for the Company's business expansion and revenue growth.
From its very inception, the Company attracted a high level of attention from the market and the industry. With its rapid development in recent years, the Company has iteratively launched multiple intelligent chip and processor IP products. By delivering outstanding product performance, reliable product quality, and comprehensive technical support, the Company has built a strong market reputation and its industry recognition has continued to grow. Since its establishment, the Company has received numerous honors: in December 2017, the Company received the "2018 Global Top 100 AI Companies" award from CB Insights, a globally renowned venture capital research institution; in November 2018, at the 20th China Hi-Tech Fair held in Shenzhen, three products — the Cambricon-1M (寒武纪1M) processor, the Siyuan 100 (思元100) intelligent chip, and the Siyuan 100 acceleration card — consecutively won the "Outstanding Innovative Product Award" presented by the Hi-Tech Fair Organizing Committee; in the same month, the Company was listed for the second time (following its initial listing in 2017) on the "EETimes Silicon 60: Startups to Watch" list selected by the well-known authoritative American semiconductor publication EE Times; in June 2019, the Company was selected for the "2019 Forbes China Most Innovative Companies List" issued by the Chinese edition of Forbes magazine; and in October 2019, the Siyuan 270 (思元270) chip received the "World Internet Leading Technology Achievement Award" at the 6th World Internet Conference in Wuzhen.
The AI chip market is intensely competitive, and the iteration speed of product performance is extremely rapid. In order to adjust direction in a timely manner according to customer needs and to achieve iterative product updates and long-term development, continuous investment in product R&D and reserves of next-generation technologies are required. According to NVIDIA's Fiscal Year 2020 financial report, as of the end of Fiscal Year 2020, NVIDIA's cash and cash equivalents amounted to USD 10.896 billion, and NVIDIA's R&D expenditure for Fiscal Year 2020 was USD 2.829 billion. HiSilicon is not publicly listed; according to public reports, its R&D investment in 2019 was approximately USD 2.439 billion. The Company is in an early stage of development with relatively limited financing channels, and there remains a significant gap in financial strength and R&D investment compared to leading chip companies in the same industry.
Excellent AI chip products require a well-developed software ecosystem for support. NVIDIA's GPU chip products hold an advantageous position in the intelligent computing market, which is also attributable to the maturity of its CUDA software platform and associated ecosystem. The Company has independently developed its foundational system software platform, Cambricon Neuware, but its ecosystem maturity still lags behind that of NVIDIA to a certain extent.
The Company was established relatively recently, its sales network has not yet been fully deployed, the sales team still requires further development, and the scope of business coverage and customer coverage needs to be further expanded. In contrast, companies such as NVIDIA have mature and well-established sales networks, and are superior to the Company in terms of product sales volume, customers' familiarity with products, and market recognition.
The Company has established a stable R&D and management system capable of supporting current business development. However, as the scale of business continues to expand and the product line continues to broaden, the Company's reserves of high-end talent in areas such as technology R&D, marketing, and sales remain insufficient, and it is necessary to further attract a professional talent pool with solid foundational knowledge and extensive industry experience.
During the reporting period, the Company's sales revenue and its breakdown by product category are as follows:
| Item | 2019 | | 2018 | | 2017 | | |---|---|---|---|---|---|---| | | Revenue | Proportion | Revenue | Proportion | Revenue | Proportion | | Revenue from Principal Business Operations | 44,390.69 | 99.99% | 11,702.52 | 100.00% | 779.47 | 99.38% | | Of which: Terminal Intelligent Processor IP | 6,877.12 | 15.49% | 11,666.21 | 99.69% | 771.27 | 98.33% | | Cloud-Side Intelligent Chips and Acceleration Cards | 7,888.24 | 17.77% | — | — | — | — | | Intelligent Computing Cluster Systems | 29,618.15 | 66.72% | — | — | — | — | | Others | 7.19 | 0.02% | 36.31 | 0.31% | 8.20 | 1.05% | | Other Business Revenue | 3.15 | 0.01% | — | — | 4.85 | 0.62% | | Total | 44,393.85 | 100.00% | 11,702.52 | 100.00% | 784.33 | 100.00% |
In 2017, 2018, and 2019, the Company's revenue from principal business activities accounted for 99.38%, 100.00%, and 99.99% of total operating revenue, respectively, demonstrating a highly focused principal business. In 2017 and 2018, the Company's principal business revenue was primarily derived from terminal intelligent processor IP licensing revenue; in 2019, the Company expanded into the cloud intelligent chip and accelerator card business and the intelligent computing cluster system business, resulting in a significant increase in principal business revenue.
In 2017, 2018, and 2019, the Company's terminal intelligent processor IP licensing sales revenue amounted to 771.27 万元, 11,666.21 万元, and 6,877.12 万元, respectively, accounting for 98.95%, 99.69%, and 15.49% of principal business revenue. In 2018, terminal intelligent processor IP licensing sales revenue grew significantly year-on-year, primarily because artificial intelligence technology and applications began to become widely adopted, and terminal devices incorporating the Company's terminal intelligent processor IP achieved large-scale shipments, leading to a substantial increase in licensing sales revenue. In 2019, terminal intelligent processor IP licensing sales revenue declined significantly year-on-year, primarily because the Company had progressively delivered the terminal intelligent processor IP to HiSilicon (华为海思) in 2018, and accordingly, IP licensing sales revenue under the fixed-fee model decreased in 2019.
The Company has consistently focused on the demand for intelligent chips and accelerator cards in the cloud server market. In 2018 and 2019, the Company launched chips Siyuan 100 (思元100) and Siyuan 270 (思元270) and related accelerator card products targeting the cloud server market. In 2019, the Company's cloud intelligent chips and accelerator cards achieved large-scale shipments, generating sales revenue of 7,888.24 万元, accounting for 17.77% of principal business revenue.
As artificial intelligence applications became more widespread, enterprises, scientific research institutions, and government agencies have seen growing demand for AI computing capacity. The Company therefore expanded into the intelligent computing cluster system business at an appropriate time, building intelligent computing cluster systems for downstream customers. In 2019, the Company entered into intelligent computing cluster system cooperation agreements with Xi'an Fengdong Yixiang Technology Service Co., Ltd. (西安沣东仪享科技服务有限公司), the Shanghai Center for Brain Science and Brain-Inspired Intelligence (上海脑科学与类脑研究中心), and
the Commerce Bureau of Zhuhai Hengqin New Area Management Committee (珠海市横琴新区管理委员会商务局), achieving sales revenue of 29,618.15 万元, accounting for 66.72% of principal business revenue.
The Company does not engage in manufacturing activities and does not have issues of production capacity shortfalls or excess capacity. During the reporting period, the Company adopted a "produce-to-order" production model and maintained safety stock based on market forecasts for the following six months, fulfilling production arrangements through outsourced processing.
During the reporting period, the Company's terminal intelligent processor IP business involved the sale of IP licenses, while the intelligent computing cluster system business involved customizing complete systems according to customer requirements; therefore, neither business involves production and sales volume figures. The Company's cloud intelligent chips and accelerator card products were still in the research and development stage in 2017 and 2018 and had not achieved large-scale shipments; large-scale sales commenced from 2019. The Company works with numerous outsourced processing manufacturers, and there are other comparable manufacturers available in the market, providing sufficient capacity to meet the Company's production and operational needs; no instances of production capacity shortfalls have occurred.
During the reporting period, the Company's terminal intelligent processor IP business generated revenue through fixed fees and royalty fees, while the intelligent computing cluster system business charged on an overall project basis according to customers' customized requirements; therefore, neither business involves unit selling prices. The Company's cloud intelligent chips and accelerator card products had not achieved large-scale sales in 2017 and 2018, with large-scale sales commencing from 2019. The Company determines product selling prices based on costs including raw material costs, packaging and testing costs, manufacturing costs, and other expenses, while also taking into account factors such as market conditions, the technological value-added of products, and the characteristics of customized product design and manufacturing. As different models of chips and accelerator cards vary significantly based on factors such as computing power, bandwidth, power consumption, memory, and manufacturing process, and as the Company offers different sales discounts to different types of customers, there are certain differences in the Company's product selling prices, and there are also certain differences in selling prices among different models within the same product line.
| Region | 2019 Amount | 2019 % | 2018 Amount | 2018 % | 2017 Amount | 2017 % | |---|---|---|---|---|---|---| | Domestic | 44,310.97 | 99.81% | 11,702.52 | 100.00% | 784.33 | 100.00% | | Overseas | 82.88 | 0.19% | - | - | - | - | | Total | 44,393.85 | 100.00% | 11,702.52 | 100.00% | 784.33 | 100.00% |
During the reporting period, the Company strictly complied with all applicable domestic and international laws and regulations regarding import and export controls. The Company's products are primarily sold domestically, and operating revenue is primarily generated from domestic sources. The Company's overseas sales consist of cloud intelligent chips and accelerator cards sold to the Taiwan region of China and to the Shenzhen Futian Bonded Zone.
During the reporting period, the Company's sales model was exclusively direct sales.
The Company's sales to its top five customers in each period of the reporting period are as follows:
| Year | No. | Customer Name | Sales Amount | % of Operating Revenue | |---|---|---|---|---| | 2019 | 1 | Commerce Bureau of Zhuhai Hengqin New Area Management Committee (珠海市横琴新区管理委员会商务局) | 20,708.35 | 46.65% | | | 2 | Xi'an Fengdong Yixiang Technology Service Co., Ltd. (西安沣东仪享科技服务有限公司) | 8,108.46 | 18.26% | | | 3 | CETC Fifty Five Institute / Sugon (中科曙光) | 6,384.43 | 14.38% | | | 4 | HiSilicon (华为海思) | 6,365.80 | 14.34% | | | 5 | Shanghai Center for Brain Science and Brain-Inspired Intelligence (上海脑科学与类脑研究中心) | 801.34 | 1.81% | | | | Total | 42,368.37 | 95.44% | | 2018 | 1 | HiSilicon (华为海思) | | | | | 2 | Hangzhou Boya Hongtu Video Technology Co., Ltd. (杭州博雅鸿图视频技术有限公司) | 141.51 | 1.21% | | | 3 | Xiamen Sigmastar Technology Co., Ltd. (厦门星宸科技有限公司) | 99.06 | 0.85% | | | 4 | Jiangsu Hengruitong Intelligent Technology Co., Ltd. (江苏恒瑞通智能科技有限公司) | 20.04 | 0.17% | | | 5 | Beijing DeepGlint Technology Co., Ltd. (北京的卢深视科技有限公司) | 10.67 | 0.09% | | | | Total | 11,425.64 | 97.63% | | 2017 | 1 | HiSilicon (华为海思) | 11,696.92 | 99.95% | | | 2 | Shanghai Pudong Activity Center of Chinese Academy of Sciences Academicians (中科院院士上海浦东活动中心) | 4.85 | 0.62% | | | 3 | Nanjing University of Aeronautics and Astronautics (南京航空航天大学) | 4.80 | 0.61% | | | 4 | Nankai University (南开大学) | 3.40 | 0.43% | | | | Total | 771.27 | 98.34% | | | | Total | 784.33 | 100.00% |
Note: Sales revenue to Sugon (中科曙光) includes subsidiaries within its consolidated scope.
From 2017 to 2019, the proportion of sales revenue attributable to the top five customers was 100.00%, 99.95%, and 95.44%, respectively, indicating a relatively high concentration among the top five customers. In 2017 and 2018, the proportion of sales to the largest customer, HiSilicon (华为海思), was relatively high, primarily because the Company was in its start-up phase and HiSilicon had been licensed by the Company to integrate Cambricon's terminal intelligent processor IP into its flagship smartphone chips. In 2019, the Company expanded into cloud intelligent chips and accelerator cards,
intelligent computing cluster systems, and corresponding new customers, such as server manufacturers, cloud service providers, enterprises, and local governments. The proportion of sales to the largest single customer declined, achieving customer diversification. The Company no longer has a situation where sales to any single customer exceed 50% of total sales.
During the reporting period, with the exception of Sugon (中科曙光), which is a related party of the Company, the principal customers of the Company do not have any affiliated relationships or other special relationships with the Company or its directors, supervisors, senior management, or actual controllers.
The Company focuses primarily on chip design and does not directly engage in chip production or processing. During the reporting period, the principal procurement items directly related to the Company's production, research and development, and business operations included technology licenses, electronic equipment, wafers, electronic components, and outsourced processing services. The specific procurement details are as follows:
| Procurement Item | 2019 Amount | 2019 % | 2018 Amount | 2018 % | 2017 Amount | 2017 % | |---|---|---|---|---|---|---| | License Fees | 15,270.59 | 28.00% | 15,200.43 | 61.75% | 876.41 | 57.08% | | Electronic Equipment | 15,221.88 | 27.91% | 3,711.94 | 15.08% | 478.36 | 31.16% | | Wafers | 11,640.05 | 21.34% | 3,035.41 | 12.33% | - | - | | Electronic Components | 7,906.71 | 14.50% | 1,112.12 | 4.52% | 1.16 | 0.08% | | Outsourced Processing Fees | 2,033.46 | 3.73% | 142.57 | 0.58% | - | - | | Other | 2,474.78 | 4.54% | 1,414.17 | 5.74% | 179.41 | 11.69% | | Total | 54,547.47 | 100.00% | 24,616.63 | 100.00% | 1,535.34 | 100.00% |
Among the Company's principal procurement items, chip IPs and EDA tool licenses are used in the chip design process; electronic equipment refers to server and computer hardware used in intelligent computing cluster systems or in the Company's day-to-day research and development work; silicon wafer production is completed by wafer foundries; electronic components include PCBs, memory, connectors, resistors, capacitors, and various other types of electronic raw materials used in product research, development, and production; outsourced processing services include chip packaging and testing completed by packaging and testing service providers, and the assembly of server intelligent accelerator cards completed by accelerator card manufacturers. Procurement items other than the above primarily consist of ancillary materials, accessories, software and hardware, and other raw materials or services related to product production and research and development. Under normal circumstances, the Company estimates demand for new products over the next six months based on orders on hand and potential demand, and procures in advance based on such estimates and market demand.
As the Company is a research and development-oriented enterprise primarily engaged in R&D, design, and sales activities, with no production lines or factory premises, there is no procurement of energy required for production. During the course of its daily operations, the Company consumes only small amounts of water and electricity, which are supplied by the office premises where the Company is located; such energy supplies were stable during the reporting period.
In 2017 and 2018, the Company's business revenue was primarily derived from the sale of terminal intelligent processor IPs, and the principal raw materials procured were chip IPs and EDA tool licenses and similar items. As such licenses are generally charged on an overall basis under an "fixed fee + royalty fee" model within the industry, unit purchase prices are not applicable. In 2019, the Company began selling cloud intelligent chips and accelerator card products and intelligent computing cluster systems; in addition to license fees, electronic equipment, wafers, and electronic components became the primary procurement items.
In 2019, among the Company's procured raw materials, wafers varied significantly depending on the chip manufacturing process, and electronic equipment and electronic components involved a relatively large number of categories and models; therefore, changes in average unit prices do not reflect the actual changes in the Company's raw material prices.
During the reporting period, the Company had an adequate supply of principal raw materials, all of which were procured with reference to market prices, and raw material prices remained generally stable. The Company adjusts its product pricing in real time based on raw material costs and market conditions in order to maintain reasonable profit margins; therefore, changes in raw material prices will not have a material impact on the Company's production and operations.
The Company's procurement from its top five suppliers in each period of the reporting period is as follows:
| Year | No. | Supplier Name | Procurement Amount | Principal Procurement Items | % of Total Procurement | |---|---|---|---|---|---| | 2019 | 1 | Shenzhen Langhua Supply Chain Service Co., Ltd. (深圳市朗华供应链服务有限公司) | 15,502.74 | Wafers, electronic components | 28.42% | | | 2 | CAS Controllable Information Industry Co., Ltd. (中科可控信息产业有限公司) | 8,110.00 | Servers | 14.87% | | | 3 | Synopsys Co., Ltd. (新思科技有限公司) | 4,797.79 | EDA tools, IP | 8.80% | | | 4 | Shanghai International Science and Technology Co., Ltd. (上海国际科学技术有限公司) | 4,371.35 | EDA tools, IP | 8.01% | | | 5 | ARM Technology (China) Co., Ltd. (安谋科技（中国）有限公司) | 3,489.29 | IP | 6.40% | | | | Total | 36,271.17 | | 66.49% | | 2018 | 1 | Shanghai International Science and Technology Co., Ltd. (上海国际科学技术有限公司) | 14,310.96 | EDA tools, IP | 58.14% | | | 2 | Shenzhen Langhua Supply Chain Service Co., Ltd. (深圳市朗华供应链服务有限公司) | 3,035.41 | Wafers, electronic components | 12.33% | | | 3 | Shanghai Xiejin Computer Technology Co., Ltd. (上海协进电脑科技有限公司) | 1,483.26 | Servers, computers | 6.03% |
| Year | No. | Supplier Name | Procurement Amount | Principal Procurement Items | % of Total Procurement | |---|---|---|---|---|---| | | 4 | Beijing Shengturu Technology Co., Ltd. (北京晟图瑞德科技有限公司) | 887.02 | Servers, computers | 3.60% | | | 5 | Beijing Lianchuang Xinyuan Technology Co., Ltd. (北京联创芯源科技有限公司) | 598.84 | Chips, electronic components | 2.43% | | | | Total | 20,315.49 | | 82.53% | | 2017 | 1 | Shanghai International Science and Technology Co., Ltd. (上海国际科学技术有限公司) | 876.41 | EDA tools, IP | 57.08% | | | 2 | Oriental Science Instruments Holding Group Co., Ltd. (东方科仪控股集团有限公司) | 246.20 | Electronic equipment | 16.04% | | | 3 | Shanghai Xiejin Computer Technology Co., Ltd. (上海协进电脑科技有限公司) | 193.43 | Servers, computers | 12.60% | | | 4 | Beijing Zhixiang Technology Co., Ltd. (北京志翔科技股份有限公司) | 67.50 | Software and hardware equipment | 4.40% | | | 5 | Shenzhen Xinli Electronics Technology Co., Ltd. (深圳芯力电子技术有限公司) | 38.73 | Chips | 2.52% | | | | Total | 1,422.28 | | 92.64% |
During the reporting period, the principal items procured from the top five suppliers were mainly wafers, chip IPs, EDA tools, and similar items. The aggregate procurement amount from the top five suppliers as a percentage of total procurement for each period was 92.64%, 82.53%, and 66.49%, respectively. Among these, Shanghai International (上海国际) and Shenzhen Langhua (深圳朗华) are both distributors. Shanghai International acts as a distributor for original suppliers such as Cadence, Alchip, and Synopsys, selling chip IPs and EDA tools to the Company. During the reporting period, the amount procured from Shanghai International as a percentage of total procurement for each period was 57.08%, 58.14%, and 8.01%, respectively. Shenzhen Langhua acts as a distributor for original suppliers such as TSMC, Avago, and Taikeyuan (泰科源), selling wafers and related electronic components to the Company. In 2018 and 2019, the amount procured from Shenzhen Langhua as a percentage of total procurement was 12.33% and 28.42%, respectively.
In 2017 and 2018, the proportion of procurement from Shanghai International as a percentage of total procurement for each period was 57.08% and 58.14%, respectively. This was primarily because, in the Company's early stage, its principal business revenue was mainly derived from the terminal intelligent processor IP business, and the research and development and design of such products required the procurement of foundational chip IPs and EDA tools through distributors. In 2019, as cloud intelligent chips and accelerator cards and intelligent computing cluster systems achieved large-scale production and sales, the Company was required to procure large quantities of wafers, electronic equipment, and electronic components as raw materials. The Company no longer has a situation where procurement from any single supplier exceeds 50% of total procurement.
During the reporting period, the principal suppliers of the Company do not have any affiliated relationships or other special relationships with the Company or its directors, supervisors, senior management, or actual controllers.
The Company's fixed assets primarily consist of electronic equipment, testing equipment, and management tools related to daily operations. These assets were acquired through self-purchase. They are currently occupied and used by the Company, with clear title and no disputes or potential risks. The Company's fixed assets are well-maintained and in good operating condition, with no significant idle assets, non-operating assets, or non-performing assets. As of December 31, 2019, the book value of the Company's fixed assets was 8,604.79万元 (RMB 86.0479 million), with the specific details shown in the table below:
| Fixed Asset Type | Depreciation Period | Original Book Value | Accumulated Depreciation | Book Value | Residual Value Rate | |---|---|---|---|---|---| | Electronic Equipment | 3 years | 6,906.21 | 2,167.15 | 4,739.06 | 68.62% | | Testing Equipment | 3–5 years | 4,141.87 | 702.76 | 3,439.11 | 83.03% | | Management Tools | 5 years | 508.37 | 81.76 | 426.61 | 83.92% | | Total | | 11,556.45 | 2,951.67 | 8,604.79 | 74.46% |
As of the date of signing of this Prospectus, the Company owns no properties of its own. All daily business operations are conducted in leased premises. For details of the Company's property leases, please refer to "Appendix 1: Property Leasing Details" in this Prospectus.
The Company's intangible assets primarily include technology licenses such as chip IP, software, and patent rights. As of December 31, 2019, the book value of the Company's intangible assets was 11,915.01万元 (RMB 119.1501 million), with the specific details shown in the table below:
| Intangible Asset Type | Amortization Period | Original Book Value | Accumulated Amortization | Net Book Value | |---|---|---|---|---| | Technology Licenses | 2–6 years | 11,740.40 | 3,107.42 | 8,632.98 | | Software | 2–10 years | 3,850.63 | 570.64 | 3,279.99 | | Patent Rights | 10 years | 2.43 | 0.38 | 2.04 | | Total | | 15,593.46 | 3,678.44 | 11,915.01 |
As of February 29, 2020, neither the Company nor its controlled subsidiaries hold any land use rights.
As of February 29, 2020, the Company and its controlled subsidiaries have obtained 295 registered trademarks. These trademark rights are not subject to pledge, seizure, freezing, or any other restriction on rights. For details, please refer to "Appendix 2: Trademark Details" in this Prospectus.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
As of February 29, 2020, the Company and its controlled subsidiaries have obtained 65 patents. These patent rights are not subject to pledge, seizure, freezing, or any other restriction on rights. For details, please refer to "Appendix 3: Patent Details" in this Prospectus.
As of December 31, 2019, the Company and its controlled subsidiaries have obtained 26 computer software copyrights. These software copyrights are not subject to pledge, seizure, freezing, or any other restriction on rights. For details, please refer to "Appendix 4: Computer Software Copyright Details" in this Prospectus.
As of December 31, 2019, the Company and its controlled subsidiaries have obtained 1 integrated circuit layout-design certificate. The exclusive rights to this integrated circuit layout-design are not subject to pledge, seizure, freezing, or any other restriction on rights. The specific details are as follows:
| No. | Rights Holder | Layout-Design Name | Registration No. | Application Date | Authorization Date | Acquisition Method | |---|---|---|---|---|---|---| | 1 | Cambricon (寒武纪) | CB106 | BS.185567703 | October 19, 2018 | November 22, 2018 | Original Acquisition |
| No. | Qualification Name | Certificate No. | Issuance Date | Valid Until | Holder | |---|---|---|---|---|---| | 1 | High-Tech Enterprise Certificate | GR201711007734 | 2017-12-06 | 2020-12-05 | Cambricon (寒武纪) | | 2 | High-Tech Enterprise Certificate | GR201931000755 | 2019-10-08 | 2022-10-07 | Shanghai Cambricon (上海寒武纪) | | 3 | Zhongguancun High-Tech Enterprise | 20172010243301 | 2017-08-03 | 2020-08-02 | Cambricon (寒武纪) | | 4 | Quality Management System Certification | 04619Q11066R0M | 2019-05-07 | 2022-05-06 | Cambricon (寒武纪) | | 5 | Environmental Management System Certification | 04619E10617R0M | 2019-05-07 | 2022-05-06 | Cambricon (寒武纪) | | 6 | Occupational Health and Safety Management System Certification | 04619S10598R0M | 2019-05-07 | 2021-03-11 | Cambricon (寒武纪) | | 7 | Quality Management System Certification | 04619Q11223R0M | 2019-05-30 | 2022-05-29 | Shanghai Cambricon (上海寒武纪) | | 8 | Environmental Management System Certification | 04619E10752R0M | 2019-05-30 | 2022-05-29 | Shanghai Cambricon (上海寒武纪) | | 9 | Occupational Health and Safety Management System Certification | 04619S10649R0M | 2019-05-30 | 2021-03-11 | Shanghai Cambricon (上海寒武纪) |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
As of the date of signing of this Prospectus, the Company holds no franchise rights.
Viewed from a systems perspective of the artificial intelligence sector, intelligent chips are the most fundamental hardware carrier, providing ample intelligent computing capacity. Basic system software sits between intelligent chips and artificial intelligence programs, managing, invoking, and controlling intelligent chips on the lower side, while supporting the development and operation of artificial intelligence programs on the upper side. On top of general-purpose intelligent chips and basic system software, developers can create various artificial intelligence algorithms and implement various artificial intelligence programs, ultimately realizing diverse AI functions such as machine vision, speech processing, natural language processing, and recommendation systems.
The Company is one of the few enterprises internationally that has comprehensively and systematically mastered the core technologies for research, development, and productization of general-purpose intelligent chips and their basic system software. The Company is capable of providing a series of intelligent chip products and platform-based basic system software that integrates cloud, edge, and terminal, features hardware-software collaboration and training-inference convergence, and maintains a unified ecosystem. The Company does not directly engage in the development and sale of final artificial intelligence application products, but has deep research and understanding of various artificial intelligence algorithms and application scenarios. It is capable of researching and selling intelligent chips and supporting system software products with superior performance, excellent energy efficiency, and ease of use to meet market demands, enabling customers to conveniently conduct fundamental research on intelligent algorithms and develop various artificial intelligence application products.
The research and development of general-purpose intelligent chips and their basic system software requires comprehensive command of a large number of key technologies in core chips and system software. It involves significant technical difficulty and a broad range of directions, making it an extremely complex systems engineering endeavor. Among these, processor microarchitecture and instruction set are the two categories of the most fundamental core technologies. In the field of intelligent chips, the Company has mastered seven categories of core technologies: intelligent processor microarchitecture, intelligent processor instruction set, SoC chip design, processor chip functional verification, advanced process physical design, chip packaging design and mass production testing, and hardware system design. In the field of basic system software technologies, the Company has mastered seven categories of core technologies: programming framework adaptation and optimization, intelligent chip programming language, intelligent chip compiler, intelligent chip high-performance math library, intelligent chip virtualization software, intelligent chip core driver, and cloud-edge-terminal integrated development environment. The framework structure of the Company's core technologies is shown in the diagram below:
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| No. | Technology Category Name | Application and Contribution in Main Business and Key Products | Patent or Other Technical Protection Measures | Maturity Level | Technology Source | |---|---|---|---|---|---| | 1 | Intelligent Processor Microarchitecture | The Company has independently developed three generations of intelligent processor microarchitectures to date, and is one of the enterprises with the deepest accumulated expertise in this technical direction both domestically and internationally. All intelligent chips and processor core IP products across the Company's three product lines — cloud, edge, and terminal — are developed based on self-developed processor architectures. | 29 patents obtained (including 8 overseas patents), 67 PCT patent applications filed | Mature and Stable | Independently Developed | | 2 | Intelligent Processor Instruction Set | The instruction set is the cornerstone of the processor chip ecosystem. The Company is one of the few enterprises internationally to have begun developing intelligent processor instruction sets at the earliest stage. To date, it has independently developed three generations of commercial intelligent processor instruction sets, forming a complete, fully functional, and highly flexible patent portfolio for intelligent chip instruction sets. All intelligent chips and processor IP products across the Company's three product lines — cloud, edge, and terminal — as well as the basic system software, are built upon the self-developed MLU instruction set. | 2 patents obtained (including 1 overseas patent), 26 PCT patent applications filed | Mature and Stable | Independently Developed | | 3 | SoC Chip Design | The Company has mastered a series of key technologies for complex SoC design, which have effectively supported the development of large-scale cloud-side SoC chips (Siyuan 100, Siyuan 270, and Siyuan 290) and medium-scale edge-side SoC chips (Siyuan 220). | 1 patent obtained, 8 PCT patent applications filed | Mature and Stable | Independently Developed | | 4 | Processor Chip Functional Verification | The Company possesses a mature and advanced functional verification platform for processors and SoC chips, ensuring the timely and high-quality delivery of intelligent processor and SoC chip logic design, and effectively guaranteeing the first-pass tapeout success of multiple chip products. | 2 patents obtained | Mature and Stable | Independently Developed | | 5 | Advanced Process Physical Design | The Company has mastered a series of key technologies for complex chip physical design under advanced processes such as 7nm, and has successfully applied them to the physical design of multiple chips including Siyuan 100, Siyuan 220, Siyuan 270, and the latest Siyuan 290. | Non-patented technology | Mature and Stable | Independently Developed | | 6 | Chip Packaging Design and Mass Production Testing | Applied to the packaging design and mass production testing processes for the Company's cloud, edge, and terminal chip products of different categories, effectively supporting the research and development of the Company's processor chips. | Relevant patents pending | Mature and Stable | Independently Developed |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| No. | Technology Category Name | Application and Contribution in Main Business and Key Products | Patent or Other Technical Protection Measures | Maturity Level | Technology Source | |---|---|---|---|---|---| | 7 | Hardware System Design | Effectively resolves key issues such as signal integrity of high-speed transmission links, power integrity under high-power supply, heat dissipation of large-scale chips, and chassis modularity, supporting the Company in developing diversified product forms including modules/intelligent acceleration cards, complete systems, and clusters based on self-developed chips. | 4 patents obtained | Mature and Stable | Independently Developed |
| No. | Technology Category Name | Application and Contribution in Main Business and Key Products | Patent or Other Technical Protection Measures | Maturity Level | Technology Source | |---|---|---|---|---|---| | 1 | Programming Framework Adaptation and Optimization | The basic system software developed by the Company on top of its own intelligent chip products supports all major artificial intelligence programming frameworks, including TensorFlow, PyTorch, Caffe, MXNet, and others. Developers can directly use the APIs of mainstream programming frameworks to conveniently write applications for the Company's cloud, edge, and terminal intelligent chips and processor products, significantly reducing the cost of legacy code migration and improving the speed of artificial intelligence application development. This is a core guarantee of the Company's cloud-edge-terminal integrated ecosystem. | 6 patents obtained (including 1 overseas patent), 6 PCT patent applications filed | Mature and Stable | Independently Developed | | 2 | Intelligent Chip Programming Language | The artificial intelligence domain programming language BANG developed by the Company provides users with a general-purpose and scalable programming approach, and is a core software component supporting intelligent chips in meeting the practical needs of continuously expanding artificial intelligence applications and rapidly iterating algorithm updates. | 2 PCT patent applications filed | Mature and Stable | Independently Developed | | 3 | Intelligent Chip Compiler | The Company has developed an intelligent chip compiler capable of compiling programs written in the BANG language into machine code based on the underlying instruction set of the intelligent chip. It replaces programmers' inefficient and error-prone manual optimization through automatic optimization, effectively mining the performance potential of intelligent chips. It is a core software component for improving the development efficiency and execution efficiency of artificial intelligence algorithms and applications. | 1 PCT patent application filed | Mature and Stable | Independently Developed | | 4 | Intelligent Chip High-Performance Math Library | When writing programs, developers can implement common mathematical operations by calling the high-performance math library, thereby quickly achieving the desired functionality and obtaining good performance. Currently, the high-performance math library developed by the Company has served over 100 million intelligent terminal and server devices alongside the Company's processor and chip products. | 5 patents obtained, 4 PCT patent applications filed | Mature and Stable | Independently Developed | | 5 | Intelligent Chip Virtualization Software | The virtualization software developed by the Company can virtualize a single physical intelligent chip into a configurable number of virtual intelligent chips of selectable scale with good security and isolation, for simultaneous use by multiple virtual machines or containers. It is a core software component for improving the utilization rate of intelligent chip resources in data center scenarios and facilitating data center IT asset management. | Relevant patents pending | Mature and Stable | Independently Developed | | 6 | Intelligent Chip Core Driver | The core driver program developed by the Company provides memory management, task scheduling, status | 1 patent obtained, 2 PCT patent applications filed | Mature and Stable | Independently Developed |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| No. | Technology Category Name | Application and Contribution in Main Business and Key Products | Patent or Other Technical Protection Measures | Maturity Level | Technology Source | |---|---|---|---|---|---| | | | and performance monitoring, data communication, multi-chip management, and other functional guarantees for the full product range, serving as the underlying foundational component ensuring the efficient operation of intelligent chips within the operating system. | | | | | 7 | Cloud-Edge-Terminal Integrated Development Environment | The cloud-edge-terminal integrated development environment developed by the Company provides a unified, complete, and efficient software toolchain for application development, functional debugging, and performance tuning of intelligent chip/processor products. With the support of this software platform, programmers can achieve application development across cloud, edge, and terminal platforms, significantly improving the development efficiency and deployment speed of artificial intelligence applications on different hardware platforms, while also making unified management, scheduling, and collaborative computing of heterogeneous cloud-edge-terminal hardware resources possible. | 3 PCT patent applications filed | Mature and Stable | Independently Developed |
The Company is one of the few enterprises internationally capable of providing a full range of serialized intelligent chips and processor products for cloud, edge, and terminal applications; one of the few enterprises internationally possessing both AI inference and training intelligent chip products; and one of the few enterprises domestically with experience in complex chip design using advanced integrated circuit processes (7nm). The Cambricon 1A processor developed by the Company is the world's first commercial terminal intelligent processor IP product, and the Siyuan 100 (MLU100) chip is China's first high peak-performance cloud intelligent chip. The specific advancements of the Company's core technologies in the field of intelligent chip design are as follows:
Since its establishment, the Company has been engaged in long-term research and development of intelligent chip architecture, and has independently developed three generations of intelligent processor microarchitectures (MLUarch00, MLUarch01, and MLUarch02), making it one of the enterprises with the deepest accumulated expertise in this technical direction domestically and internationally. The specific features are as follows:
① In terms of computing units, the Company possesses high-energy-efficiency arithmetic technology supporting 32/16/8/4/1-bit fixed-point, 32/16-bit floating-point, and floating-point-like fixed or mixed precision operations, capable of efficiently supporting 2D/3D/high-dimensional convolution operations and various tensor operations used in AI training and inference tasks under strict power constraints. The Company was the first internationally to apply sparse deep learning operators in large-scale mass-produced commercial intelligent processors (Cambricon 1A), leading technological innovation in the industry.
② In terms of memory access optimization, the Company has developed a series of memory access bandwidth compression technologies targeting the algorithmic characteristics and memory access patterns of AI application workloads; and possesses hybrid multi-level on-chip storage/cache technology, which can significantly reduce the bandwidth requirements, latency, and power consumption associated with intelligent chips accessing DRAM.
③ In terms of instruction execution, the Company has mastered scalar, vector, and tensor hybrid instruction pipeline technology, possesses computation-memory separated execution technology with variable-length tensors as the basic operation unit, and computation-memory low-latency synchronization technology.
④ In terms of multi-core processing, the Company has mastered multi-task communication on-chip network technology suitable for AI application workloads, capable of simultaneously supporting multi-core broadcast, multicast, aggregation, and neighborhood interaction, enhancing data reuse across multiple cores; and has mastered multi-core low-latency high-concurrency collaboration technology, enabling multi-core/many-core intelligent chips to achieve near-linear speedup ratios on large-scale AI computing tasks.
The instruction set is the cornerstone of the processor chip ecosystem. The Company is one of the few enterprises internationally to have begun research and development of intelligent processor instruction sets at the earliest stage, and has independently developed three generations of commercial intelligent processor instruction sets since 2016 (MLUv00, MLUv01, and MLUv02). All intelligent chips and processor core IP products across the Company's three product lines — cloud, edge, and terminal — as well as the underlying system software, are built upon the Company's self-developed MLU instruction set. The technical characteristics of the MLU intelligent processor instruction set are as follows:
① It contains hundreds of instructions across four major categories — control instructions, computation instructions (scalar, vector, and tensor operations), memory access instructions, and communication instructions — comprehensively covering the underlying computational characteristics of mainstream intelligent algorithms; targeting the memory access characteristics of AI application workloads to reduce data transfer latency and power consumption; and supporting efficient concurrent collaboration among multiple processor cores.
② It balances hardware overhead, computation-memory energy efficiency, and programmability: it is easy to implement on chip hardware, can fully leverage the high energy efficiency advantages of intelligent processors, while simultaneously offering excellent ease of use and programmability, facilitating programmers in developing underlying system software and higher-level application software.
③ It comprehensively supports highly diverse AI processing tasks including machine vision, speech processing, natural language processing, recommendation systems, and traditional machine learning methods; supports multimodal AI tasks involving the collaborative integration of vision, speech, and natural language processing; and possesses outstanding versatility and flexibility.
④ A single instruction set is capable of simultaneously supporting both AI training and inference tasks, applicable to different types of intelligent chips for different scenarios across cloud, edge, and terminal environments, supporting the Company in building a cloud-edge-terminal integrated, training-inference converged underlying system software platform and a new AI ecosystem with Cambricon characteristics.
① In terms of SoC architecture, different numbers of intelligent processor cores and various heterogeneous modules can be flexibly configured according to chip application scenarios, with appropriate on-chip interconnect structures determined based on physical constraints; the memory system, control processor, and intelligent processor cores work in close coordination, supporting a unified programming model across cloud, edge, and terminal from the underlying hardware perspective, and supporting virtualization of cloud intelligent chips; mature QoS design technology ensures data traffic priority and bandwidth balance.
② In terms of memory access interfaces, the Company has mastered integrated design technology for multiple DRAM protocol interfaces; through multi-channel memory access, data packet scheduling and sorting, prefetch caching, and related technologies, the effective memory access bandwidth for AI application workloads is significantly improved and memory access latency is reduced.
③ In terms of high-speed inter-chip interconnect, the Company has mastered integrated design technology for high-speed serializer/deserializer (SerDes), and has designed the Cambricon Inter-chip Link protocol (CCLINK) for multi-chip interconnect scenarios, greatly enhancing the scalability of intelligent computing clusters.
④ In terms of SoC testing, the Company has mastered a complete Design for Testability (DFT) technology, including scan, Memory Built-In Self-Test (MBIST), yield analysis, diagnostics, and more, laying a solid foundation during the chip design stage for post-silicon testing and smooth mass production.
The Company possesses a mature and advanced processor and SoC chip functional verification platform, ensuring timely and high-quality delivery of intelligent processor and SoC chip logic designs, and effectively guaranteeing the successful tape-out of multiple chip products. The specific technical characteristics are as follows:
① In terms of verification environment, the Company possesses a graphical EDA verification environment automatic generator based on common component technology, as well as joint simulation technology spanning EDA/FPGA/EMU platforms.
② In terms of verification engineering management, the Company possesses a comprehensive EDA verification management platform, ensuring high efficiency in large-scale team engineering delivery management.
③ In terms of verification stimulus generation, the Company has developed a multi-core intelligent processor random instruction generator capable of automatically generating instruction streams with high parallelism and comprehensive functional coverage for instruction-level verification of intelligent processor cores and SoC chips.
④ In terms of verification reference model design, the Company has developed a multi-core intelligent processor instruction set simulator, providing functional-level and customizable timing-level multi-core intelligent processor memory access and computation simulation, offering an appropriate reference model for functional verification of intelligent processor cores and SoC chips.
The Company is one of the very few enterprises domestically with successful experience in complex chip physical design under the 7nm advanced process, and has mastered key technologies in the following aspects:
① In terms of placement and routing, the Company's hierarchical partitioning technology and multi-module reuse technology can reduce the physical design difficulty of complex modules and increase the supported chip design scale.
② In terms of top-level clock tree design, the Company has developed proprietary algorithms capable of accurately balancing clock routing to improve chip frequency.
③ In terms of rapid timing convergence, the technology developed by the Company can adjust the timing consistency between various steps of physical design, reduce the number of timing iterations, and accelerate the physical design process.
④ In terms of energy efficiency optimization, the Company's global energy efficiency ratio improvement and optimization technology can perform targeted power optimization for various chip application scenarios through front-end and back-end simulation iterations.
⑤ In terms of chip yield optimization, the Company has mastered analytical and optimization technology for power network reliability in large chips, which helps improve the service life of chip products.
Targeting different categories of chip products for cloud, edge, and terminal applications, the Company has accumulated and mastered multiple key technologies in packaging design and mass production testing, effectively supporting the research and development of multiple processor chips including Siyuan 100, Siyuan 220, Siyuan 270, and Siyuan 290. The main core technologies include:
① In terms of packaging design, for cloud chip products, the Company has mastered multi-chip packaging design and 2.5D chip packaging design technology, which can significantly improve chip integration density and memory bandwidth; for terminal and edge chip products, the Company has mastered bare-die flip-chip chip-level packaging design technology, which can improve chip heat dissipation performance.
② In terms of mass production testing, the Company possesses comprehensive automated mass production testing hardware design and simulation technology, has mastered reliability testing and failure analysis capabilities at the wafer level and package level, and possesses full-process large-scale mass production control capabilities, yield optimization capabilities, and more.
The Company possesses mature and comprehensive hardware system design capabilities, supporting the development of diversified product forms such as modules/intelligent accelerator cards, complete systems, and clusters based on self-developed chips. The specific technical characteristics are as follows:
① In terms of high-speed interfaces, the Company possesses system-level signal integrity design and simulation technology for high-speed serial data transmission, achieving reliable and stable transmission of high-speed SerDes signals at the board level and between systems.
② In terms of memory interfaces, the Company possesses system-level signal integrity design and simulation technology for multiple types of memory interfaces, significantly increasing the number and speed of memory buses available in a single board system.
③ In terms of power supply design, the Company possesses system-level power integrity design and simulation technology for high-power supply, ensuring that the hardware system can provide sufficient power to the intelligent chips under various operating modes.
The Company is one of the few enterprises internationally capable of providing a unified platform-level underlying system software and programming interface for its own full series of cloud, edge, and terminal intelligent chips and processor products. The Company's self-developed underlying system software platform, Cambricon Neuware, completely breaks down the development barriers between cloud, edge, and terminal, combining the advantages of high performance, flexibility, and scalability, enabling the same AI application program to run conveniently and efficiently on the Company's serialized cloud-edge-terminal chips/processor products with only simple porting. The specific advancements of the Company's core technologies in underlying system software are as follows:
The underlying system software developed by the Company on its own intelligent chip products can support all mainstream AI programming frameworks, including TensorFlow, PyTorch, Caffe, MXNet, and others. Developers can directly use mainstream programming frameworks to conveniently write applications for the Company's various cloud, edge, and terminal intelligent chips and processor products. This significantly reduces the cost of migrating legacy code, improves the speed of AI application development, and is the core guarantee of the Company's cloud-edge-terminal integrated ecosystem. In order to efficiently support various AI programming frameworks, and to extend and optimize existing programming frameworks targeting the characteristics of the Company's chip products, the Company has mastered the following key technologies:
① This technology resolves the semantic matching problem between high-level operators of programming frameworks and the underlying MLU instruction set of intelligent chips. Among these, computation graph fusion technology merges multiple different types of computations through rule-based subgraph matching, effectively improving the utilization of storage resources by intelligent chips.
② Computation graph parallelism technology fully utilizes the abundant parallel computing units in intelligent chips through inter-operator and intra-operator parallelism and other methods.
③ Data layout optimization technology can effectively alleviate the memory access bandwidth pressure of intelligent chips from a software perspective, improving overall processing efficiency.
④ Fixed-point training technology achieves AI training based on fixed-point data processing through an adaptive bit-width quantization mechanism, breaking through the performance bottleneck of traditional floating-point training and significantly improving the performance of intelligent chips for training tasks.
The Company is one of the few enterprises internationally to have successfully developed an intelligent chip programming language and its production-grade compiler. The BANG language developed by the Company not only supports the rapid porting of existing intelligent applications written in C/C++ to intelligent chips, but also further acquires the ability to accurately describe the hardware characteristics of intelligent chips through language extensions. Specifically, the BANG language describes the storage resources of intelligent chips by providing multiple storage types; describes the control resources of intelligent chips by providing synchronization and parallel operations; and describes the computing resources of intelligent chips by providing multiple data types and computing primitives. The BANG language makes full use of the hardware architecture characteristics of intelligent chips to significantly improve performance during intelligent algorithm execution, and can adapt to newly emerging intelligent algorithms in the future without changing user programming habits, endowing Cambricon's series of intelligent chips with outstanding forward-looking capability and versatility from a system software perspective. At the same time, operators and applications developed based on the BANG language can be conveniently migrated across the Company's various cloud, edge, and terminal intelligent chips and processor products, powerfully supporting the Cambricon cloud-edge-terminal integrated ecosystem.
The Company has developed an intelligent chip compiler capable of compiling programs written in the BANG language into machine code of the intelligent chip's underlying instruction set (MLU instruction set). The Company has mastered a series of key technologies in this direction, including on-chip memory allocation, automatic software pipelining, and global instruction scheduling: on-chip memory allocation achieves efficient repeated utilization of various on-chip storage resources; automatic software pipelining achieves full utilization of parallel computing resources; and global instruction scheduling achieves balanced utilization of storage and computing resources. The machine code automatically generated by the optimized compiler approaches in performance the code manually optimized by experts, while improving development efficiency by more than an order of magnitude, and can significantly lower the threshold for application development on intelligent chips.
Common inference and training tasks in the AI field can be deconstructed and abstracted into hundreds of basic mathematical operators (such as vector operations, convolution, etc.). The Company has pre-implemented these basic mathematical operators efficiently on its own intelligent chips, forming a high-performance math library with broad coverage and excellent performance. Currently, the high-performance math library developed by the Company has served over 100 million intelligent terminal and server devices alongside the Company's processor and chip products. The Company has mastered a series of key technologies in this direction, including automatic template matching, deep operator fusion, static on-chip memory management, and multi-core architecture self-adaptation. Among these, automatic template matching achieves accurate matching of complex manually optimized instruction templates, improving processing efficiency; deep operator fusion achieves on-chip data residency and fusion of multiple complex operators, significantly reducing
demand for off-chip memory access bandwidth; static on-chip memory management achieves optimal allocation of variable-length on-chip memory access, significantly improving the utilization rate of on-chip memory space; multi-core architecture adaptability enables high-performance math libraries to quickly adapt to multi-core expansion of hardware architectures. Based on the aforementioned key technologies, the high-performance math library developed by the Company achieves high effective memory access utilization and overall operational efficiency.
The virtualization software developed by the Company for the Cambricon series of intelligent chips can virtualize a single physical intelligent chip into virtual intelligent chips with configurable quantities, selectable scales, and good security and isolation, for simultaneous use by multiple virtual machines or containers. The Company has mastered a series of key technologies in this area, including heterogeneous resource sharing, live migration, and container support. Among these, heterogeneous resource sharing supports the sharing of multiple heterogeneous resources on intelligent chips such as computing, storage, and encoding/decoding, effectively improving resource utilization; live migration can break through the bottlenecks of traditional virtualization to support flexible and efficient task migration; container support provides support for lightweight deployment and cluster management solutions for data centers. Based on the aforementioned key technologies, the virtualization software developed by the Company not only provides good security and isolation, but also guarantees quality of service, and demonstrates good virtualization performance across various artificial intelligence application workloads.
The core driver program developed by the Company is a low-level foundational component that ensures the efficient operation of intelligent chips within operating systems. The Company has mastered a series of key technologies in this area, including multi-memory model management, asynchronous task scheduling, and efficient data copying. Among these, multi-memory model management technology can improve memory access efficiency under complex heterogeneous architectures; asynchronous task scheduling can improve throughput for multi-task processing; efficient data copying can improve data transfer efficiency between the host and device. Based on breakthroughs in the aforementioned key technologies, the core driver developed by the Company can support efficient data transfer and efficient multi-task operation under different computing and storage architectures, and supports multiple models of intelligent chips/processors and various types of operating systems through a unified user interface.
The cloud-edge-device integrated development environment developed by the Company provides a unified software development toolchain for the Company's cloud-edge-device series of chips, supporting programmers in developing artificial intelligence applications across cloud-edge-device hardware platforms, and significantly improving cross-platform development efficiency and deployment speed through a "develop once, run everywhere" model. The Company has mastered the following key technologies in this area: dynamic instruction generation performs global data flow optimization through just-in-time compilation combined with specified hardware information, enabling the generation of hardware-platform-optimized instruction streams at runtime; cross-platform environment simulation achieves simulation of program execution environments across cloud-edge-device platforms through fine-grained adjustment of parameters such as processor core frequency, memory access bandwidth, and available on-chip memory size; cross-platform runtime ensures rapid and flexible deployment of applications on different hardware platforms through the decoupling of software computing logic and hardware computing resources.
During the Reporting Period, the Company's business revenues from terminal intelligent processor IP, cloud intelligent chips and accelerator cards, intelligent computing cluster systems, and other businesses all originated from core technologies such as intelligent chips and basic system software. The proportion of the Company's core technology revenue to operating revenue is shown in the table below:
| Item | 2019 | 2018 | 2017 | |---|---|---|---| | Core Technology Product Revenue | 44,390.69 | 11,702.52 | 779.47 | | Operating Revenue | 44,393.85 | 11,702.52 | 784.33 | | Proportion of Operating Revenue | 99.99% | 100.00% | 99.38% |
| No. | Name of Award or Honor | Awarding Body | Date of Award | |---|---|---|---| | 1 | Global 60 Semiconductor Companies Most Worth Watching | EE Times | November 2017 | | 2 | 2018 Global Top 100 AI Companies | CB Insights | December 2017 | | 3 | Outstanding Innovative Product Award | 20th China Hi-Tech Fair | November 2018 | | 4 | Global 60 Semiconductor Companies Most Worth Watching | EE Times | November 2018 | | 5 | 2019 Forbes China Most Innovative Companies List | Forbes | June 2019 | | 6 | World Internet Leading Technology Achievement Award | 6th Wuzhen World Internet Conference | October 2019 |
| No. | Project/Topic Name | R&D Form | R&D Results | Attribution of R&D Results | Main Personnel Involved | R&D Period | |---|---|---|---|---|---|---| | 1 | Intelligent Processor Major Collaborative Innovation Platform | Collaborative R&D | Cambricon intelligent processor core, cloud inference platform based on Cambricon intelligent processor, terminal computing platform based on Cambricon intelligent processor | During project implementation, scientific and technological achievements independently completed and the intellectual property rights formed within the respective scope of work of each party shall belong solely to each party. Scientific and technological achievements jointly completed by both parties and the intellectual property rights formed thereof shall be jointly owned by both parties. For joint patent applications by both parties, the order of inventors shall follow the principle of contribution ranking. Regarding paper publication, either party may independently publish the results independently completed by that party during project implementation in the form of a paper. When both parties jointly publish a paper, the ranking of paper authors shall follow the principle of contribution ranking. | Chen Tianshi, Zhang Yao, et al. | January 2018 to December 2020 | | 2 | Parallel Heterogeneous Deep Learning Processor R&D and Industrialization | Independent R&D | Parallel heterogeneous deep learning processor | In accordance with laws and regulations, owned by the project undertaker | Luo Tao, Liu Yi, et al. | July 2, 2018 to June 30, 2020 | | 3 | Cambricon Deep Learning Processor IP Core | Independent R&D | Deep learning IP core | Shanghai Cambricon is responsible for intellectual property management | Luo Tao, Liu Yi, et al. | May 1, 2017 to April 30, 2019 | | 4 | Neural Network Processor Chip | Independent R&D | Neural network processor chip | Shanghai Cambricon is responsible for intellectual property management | Luo Tao, Liu Yi, et al. | September 28, 2016 to September 27, 2018 | | 5 | Cambricon Intelligent Server Chip | Independent R&D | Intelligent processor for intelligent servers | In accordance with laws and regulations, owned by the project undertaker | Luo Tao, Liu Yi, et al. | May 15, 2017 to May 14, 2019 | | 6 | Cloud Deep Learning Processor Chip Industrialization | Independent R&D | Cloud deep learning processor chip | In accordance with laws and regulations, owned by the project undertaker | Chen Tianshi, Luo Tao, et al. | 2018 to 2019 | | 7 | New Principles, New Structures and New Methods for Deep Neural Network Processors | Collaborative R&D | Chip architecture, complete system, system software and basic algorithms for deep neural network processors | The basic principle is that the intellectual property rights and ownership of benefits arising from the research work undertaken by each topic shall belong to the respective units. The parts jointly researched by both parties in collaboration shall be jointly owned by both parties. | Chen Tianshi, Zhu Jun, et al. | May 2018 to April 2023 | | 8 | Intelligent Processor Core | Independent R&D | Intelligent processor core | In accordance with laws and regulations, owned by the project undertaker | Du Zidong, Yu Xin, et al. | November 2016 to June 2018 | | 9 | Development and Industrialization of Embedded High Energy-Efficiency Deep Learning Engine for Intelligent Terminals | Collaborative R&D | Deep learning processor IP and SoC chip | Results independently completed by each party and the intellectual property rights formed shall belong independently to each party; those jointly completed shall be jointly owned by both parties. | Chen Tianshi, Luo Tao, et al. | January 2018 to December 2020 |
| No. | Project/Topic Name | Participating R&D Entities and Their Respective Roles | Attribution of R&D Results and Usage Arrangements | Application in the Issuer's Technologies and Products | |---|---|---|---|---| | 1 | Intelligent Processor Major Collaborative Innovation Platform | Cambricon serves as the lead entity and undertakes one of the tasks, jointly undertaken with Beijing Xiaoju Technology Co., Ltd. (DiDi) and Beijing Spreadtrum High-tech Spreadtrum Communication Technology Co., Ltd. | During project implementation, scientific and technological achievements independently completed and the intellectual property rights formed within the respective scope of work of each party shall belong solely to each party. Scientific and technological achievements jointly completed by both parties and the intellectual property rights formed thereof shall be jointly owned by both parties. For joint patent applications by both parties, the order of inventors shall follow the principle of contribution ranking. Regarding paper publication, either party may independently publish the results independently completed by that party during project implementation in the form of a paper. When both parties jointly publish a paper, the ranking of paper authors shall follow the principle of contribution ranking. | Through this project, the application requirements and technical roadmap of intelligent processors were validated, and by supporting Beijing Xiaoju Technology Co., Ltd. (DiDi) in building a cloud inference platform based on Siyuan 100, the technical roadmap of Siyuan 100 was validated. | | 2 | New Principles, New Structures and New Methods for Deep Neural Network Processors | Shanghai Cambricon serves as the project lead undertaker and undertakes one of the decomposed topic tasks; the Institute of Computing Technology of the Chinese Academy of Sciences, the Software Institute of the Chinese Academy of Sciences, and Tsinghua University undertake decomposed topic tasks. | The basic principle is that the intellectual property rights and ownership of benefits arising from the research work undertaken by each topic shall belong to the respective units. The parts jointly researched by both parties in collaboration shall be jointly owned by both parties. Each participating unit may use, analyze and evaluate the research results based on the actual needs of the research work and the relevant regulations of the relevant research institutions. For research results completed through collaboration, the allocation of relevant intellectual property rights and interests will be determined through negotiation on the basis of analyzing records of research results, to establish an appropriate allocation mechanism. | Through this project, the development trends and new principles of deep learning processor instruction sets and system architectures were explored. | | 3 | Development and Industrialization of Embedded High Energy-Efficiency Deep Learning Engine for Intelligent Terminals | Cambricon is responsible for completing research on embedded high energy-efficiency deep learning processor architecture and programming methods; Spreadtrum Communications (Shanghai) Co., Ltd. is responsible for R&D of intelligent terminal SoC chips incorporating deep learning processors. | Results independently completed by each party and the intellectual property rights formed shall belong independently to each party; those jointly completed shall be jointly owned by both parties. | Through this project, the technology evolution of terminal intelligent processors was explored, and the relevant IP products were applied to Spreadtrum's "Huxun T710" chip. |
| No. | Project Name | Project Introduction | R&D Objectives | Current Stage | Funding Input (万元 / RMB 10,000) | |---|---|---|---|---|---| | 1 | Intelligent Processor Architecture | This project aims to continuously develop a series of advanced intelligent processor architectures and IPs, supporting internal intelligent chip development and external terminal intelligent processor IP sales. | To continuously improve the advancement of intelligent processor architecture, enhance the performance and energy efficiency of intelligent processor IPs, and provide core competitiveness support for all the Company's product lines. | Development Stage | 14,484.81 | | 2 | Edge Intelligent Chip | This project aims to develop intelligent acceleration chips for edge inference, for use in small-form-factor edge intelligent accelerator cards in various edge scenarios. | Targeting the requirements of low latency, low power consumption, and small form factor for edge intelligent processing deployment environments, to develop a high-performance, low-power, small-form-factor edge intelligent chip; simultaneously requiring support for mainstream edge scenario application interfaces, such as EMMC and GMAC, to support deployment in various application scenarios. | Development Stage | 6,914.61 | | 3 | Basic System Software (Inference) | This project focuses on artificial intelligence inference tasks, developing (and continuously iterating) basic system software applicable to the Company's various chip/processor products, supporting developers in developing inference applications based on the software platform. | To provide a cloud-edge-device integrated application development environment, supporting application development across cloud-edge-device hardware platforms; supporting mainstream industry artificial intelligence programming frameworks, and providing a comprehensive development, debugging, and performance optimization toolchain. | Development Stage | 4,830.41 | | 4 | PCIe Accelerator Card Hardware Products | This project aims to develop PCIe accelerator card hardware products for data center servers that are easy to deploy, based on cloud inference chips. | To comply with standard PCIe accelerator card specifications, compatible with mainstream servers; to develop hardware accelerator cards of different power specifications for different scenarios. | Development Stage | 4,431.64 | | 5 | Basic System Software (Training) | This project focuses on artificial intelligence training tasks, developing basic system software applicable to the Company's various cloud chips, supporting developers in developing training applications based on the software platform. | To provide an efficient and flexible application development platform for artificial intelligence training tasks in the cloud, achieving excellent performance in different scenarios such as single machine single card, single machine multiple cards, and multiple machines multiple cards; supporting mainstream industry artificial intelligence programming frameworks, and providing a comprehensive development, debugging, and performance optimization toolchain. | Development Stage | 1,240.91 | | 6 | Hardware Platform (Training) | This project is based on the Company's cloud chip products, developing hardware accelerator card products and hardware base boards applicable to various training servers and easy to deploy. | Training accelerator cards compatible with mainstream industry training server card interfaces; hardware base boards supporting multi-card interconnection. | Development Stage | 1,572.50 | | 7 | High-End Cloud Intelligent Chip | This project targets artificial intelligence training scenarios in the cloud, developing cloud chips with outstanding performance and energy efficiency. | A single chip with sufficient peak computing capacity, supporting multi-chip interconnection to support distributed training; chips applicable to diverse artificial intelligence training tasks. | Development Stage | 17,738.21 | | 8 | Mid-Range Cloud Intelligent Chip | This project targets cloud inference tasks and relatively simple cloud training tasks, developing cloud chips with outstanding cost-performance ratio and energy efficiency. | The chip's energy efficiency and computing capacity density (computing capacity provided per unit area) to be competitive; chips applicable to diverse artificial intelligence inference applications. | Development Stage | 24,279.17 |
The Company has always encouraged innovation and attached great importance to R&D work, with all its core technologies being the results of independent R&D. During the Reporting Period, the Company's R&D expenses remained overall stable. The specific details are as follows:
| Item | FY2019 | FY2018 | FY2017 | |---|---|---|---| | R&D Expenses | 54,304.54 | 24,011.18 | 2,986.19 | | Operating Revenue | 44,393.85 | 11,702.52 | 784.33 | | Proportion of Operating Revenue | 122.32% | 205.18% | 380.73% |
In 2017, 2018 and 2019, the Company's R&D expenses were RMB 29.8619 million (2,986.19万元), RMB 240.1118 million (24,011.18万元), and RMB 543.0454 million (54,304.54万元) respectively, with R&D expense ratios of 380.73%, 205.18%, and 122.32% respectively.
During the Reporting Period, the Company continued to invest in R&D to maintain its technological foresight, leadership, and core competitive advantages. The Company's R&D expenses are primarily composed of employee compensation, testing, inspection and processing fees, intellectual property affairs fees, and other items. In 2017, the Company was in its startup stage with relatively low operating revenue, resulting in a relatively high R&D expense ratio. In 2018 and 2019, the Company was in a stage of rapid development, with employee compensation for R&D personnel and testing, inspection and processing fees growing rapidly, leading to high R&D expenses and ratios.
The Company attaches great importance to technical research and development work. The R&D management team has remained stable and all members have extensive experience in technical R&D and project implementation for integrated circuit products. As of December 31, 2019, the Company had 680 R&D personnel, accounting for as high as 79.25% of the total number of employees.
The Company adopts a talent strategy that combines recruitment and internal development to enrich talent pipeline construction, and strives to improve various safeguard systems for innovative talent, with the aim of enhancing the Company's attractiveness and cohesion for innovative talent, and supporting the Company's continuous innovation. As of December 31, 2019, more than 70% of the Company's R&D personnel hold master's degrees or above, which constitutes an important technical foundation for the Company's product innovation. At the same time, the Company places great emphasis on the cultivation and reserve system for R&D talent, and has established effective talent training management methods at various levels to enhance the capabilities of personnel in various professional positions from multiple dimensions. The Company has cultivated hundreds of specialized technical personnel covering various R&D positions in the field of integrated circuit design, providing a suitable working environment for the growth of R&D personnel and continuous momentum for the Company's technological innovation.
The Company's core technical personnel are Chen Tianshi, Liang Jun, Liu Shaoli, and Liu Daofu. For their basic information, please refer to this Prospectus
Section 5 "Basic Information of the Issuer," subsection "XI. Overview of Directors, Supervisors, Senior Management and Core Technical Personnel." During the reporting period, apart from the addition of Liang Jun in 2017, no material changes occurred among the Company's core technical personnel. The specific contributions of the core technical personnel to the Company's research and development are as follows:
Chen Tianshi, founder of the Company, currently serves as Chairman of the Board and General Manager. Mr. Chen Tianshi is responsible for controlling the Company's overall technical direction, business progress, and strategic development direction, and leads academic research and commercialization efforts. He has laid the technical foundation for the Company's rapid rise to the forefront of the artificial intelligence chip industry and has made outstanding contributions to the formulation and development of the Company's overall technical roadmap.
Liang Jun, currently serves as Deputy General Manager and Chief Technology Officer. Mr. Liang Jun is generally responsible for the Company's research and development work, and overall leads the R&D team in completing chip design and implementation, mass production of chips and board-card products, and development of basic system software. He has made outstanding contributions to the research, development, and mass production of multiple chips.
Liu Shaoli, currently serves as Director and Deputy General Manager. Mr. Liu Shaoli leads the Company's chip design team and is dedicated to advancing the construction of the Company's intelligent chip R&D platform as well as forward-looking fundamental research in areas such as processor architecture. He has made key contributions to the technological innovation of the Company's intelligent chip products.
Liu Daofu, currently serves as Deputy General Manager. Mr. Liu Daofu is responsible for the Company's technology strategy and product definition work, including the design of market competition strategies, evaluation of product R&D directions, and formulation of R&D plans. He is dedicated to ensuring the market competitiveness of the Company's products and has made key contributions to enhancing the market position of the Company's intelligent chip products.
The Company has implemented active and effective incentive measures for core technical personnel. Core technical personnel have become shareholders of the Company directly or indirectly, binding their personal interests to the long-term interests of the Company's sustainable development, thereby ensuring the stability and cohesion of the core technical team. At the same time, the Company has signed technical confidentiality agreements and other legal documents with core technical personnel, clearly stipulating the ownership of intellectual property rights, and has issued a series of R&D process management documents to implement segmented isolation of core technology development processes, effectively preventing the risk of technology leakage and talent attrition.
The Company places great emphasis on the development and innovation of new products, and has established three core R&D teams covering chips, hardware acceleration cards, and basic system software. The Company's R&D departments conduct development and technology integration based on platforms, and collaborate with other departments including supply chain, marketing, and operations, providing comprehensive technical support for the Company's chip products and ensuring the effective advancement of technological innovation at the fundamental, platform, and application levels.
Since its establishment, the Company has been engaged in the research and development of artificial intelligence chips. Through continuous independent R&D and innovation, the Company has maintained its leading position in the industry. The Company adheres to a market-oriented approach in arranging its R&D plans, targeting customer needs and continuously optimizing its organizational structure and R&D management processes in line with the advantages and characteristics of its own technologies and products, effectively ensuring the continuity of technological innovation. The Company's technological innovation mechanisms mainly include:
The Company adheres to a market- and customer demand-oriented R&D strategy, ensuring that every technological innovation has a clearly defined target market and customers, thereby opening up the resource conversion path from R&D to market, and enhancing the Company's product competitiveness and market position. Before initiating an R&D project, the Company conducts detailed and in-depth research on the target market. Through close communication with downstream customers, the Company effectively incorporates downstream customers' development needs into the Company's product definitions and even into the innovation of foundational technologies. The Company has also established a PDT mechanism in which R&D is highly correlated with product performance, effectively improving the conversion efficiency of R&D investment.
The integrated circuit design industry is a typical talent-intensive industry, and a professional R&D team with high expertise and strong technical capabilities is the guarantee of the Company's continuous innovation. The Company places great importance on talent development, improving the talent cultivation system through various means such as a growth partner program, cutting-edge technology sharing sessions, technical challenge training, and industry conference exchanges. Innovation is the soul of enterprise development. By continuously promoting the improvement of incentive mechanisms, encouraging R&D personnel to pursue technological innovation, and rewarding highly innovative R&D achievements, the Company mobilizes employee enthusiasm and ensures the continuity and efficiency of technological innovation.
Focusing on various R&D topics and directions in the intelligent chip field, the Company has carried out numerous R&D projects and has established scientific management mechanisms for each project. Rigorous and comprehensive arrangements have been made for R&D project management in multiple aspects, including project initiation and approval, resource investment, project execution, results review, and
results presentation, ensuring from an institutional level that technological innovation proceeds in an orderly manner and continuously delivering effective R&D outputs for the Company.
The Company places great importance on matters related to intellectual property rights, has formulated a comprehensive intellectual property management system, and has established a complete intellectual property management team. The tracking of industry technology developments and the retrieval of technical information are integrated into the day-to-day work of intellectual property management, enabling efficient application and management of intellectual property rights such as patents and computer software copyrights. The Company regards core technologies as its most important assets and protects them through a combination of patent applications and proprietary technology confidentiality measures, safeguarding the core technology system dominated by the Company's own intellectual property rights. As of February 29, 2020, the Company has been granted 65 authorized patents and has filed 120 PCT patent applications.
At the current stage, in addition to the seven categories of core technologies the Company has mastered in the intelligent chip field and the seven categories of core technologies in the field of basic system software technologies, the main core technology reserve situation is as follows:
| No. | Name of Core Technology Reserve | Overview | Stage | |-----|----------------------------------|----------|-------| | 1 | 4th Generation Intelligent Processor IP Cambricon 1V | Adopts the 4th generation Cambricon intelligent instruction set and architecture. Adds support for more data precision types. Adds more flexible SRAM configuration support. At a main frequency of 1GHz, peak performance for INT8 and INT4 is 8TOPS and 16TOPS respectively. | R&D Stage | | 2 | Next-Generation High-Performance On-Chip Network Technology | Develops higher-performance on-chip network design and implementation technology, flexibly supporting multiple topology structures, addressing the implementation and optimization of point-to-point, multicast, and broadcast communications, and ensuring bandwidth balancing through optimized QoS strategies. Achieves mutual communication between multi-core intelligent processors and access to off-chip memory, meeting bandwidth and latency requirements. | R&D Stage | | 3 | Oversized 2.5D Packaging Design Technology | Develops oversized 2.5D chip packaging design technology. By solving problems such as stress warpage, stacked heat dissipation, and board-level reliability, it supports the goal of integrating more memory chips and computing chips under the same package, further improving memory access bandwidth and capacity. | Early R&D Stage | | 4 | High-Performance Multi-Intelligent-Chip Acceleration Baseboard | Develops a high-performance baseboard equipped with intelligent chips. By addressing issues such as ultra-high-speed signal transmission reliability, chassis heat dissipation, and high-voltage power supply, it achieves high-density deployment of multiple chips and multiple cards in the baseboard, as well as system-level high-speed data communication between multiple baseboards. | R&D Stage | | 5 | High-Performance Inference Optimization Technology | Develops low-latency, high-throughput, and scalable high-performance inference optimization technology. By addressing key issues such as heterogeneous model adaptation, hierarchical intermediate representation design, and variable-scale optimization, it further improves the execution efficiency of multiple types of intelligent tasks in inference scenarios. | R&D Stage | | 6 | Intelligent Computing High-Level Domain-Specific Language | Develops a domain-specific language for intelligent computing targeting high-level (above operator level) algorithm semantics and its compilation optimization technology. By addressing key issues such as high-level language description, intermediate representation definition, machine model abstraction, and automatic compilation tuning, it further improves programming efficiency and execution efficiency. | Early R&D Stage |
| No. | Name of Core Technology Reserve | Overview | Stage | |-----|----------------------------------|----------|-------| | 7 | 5nm Advanced Process Physical Design Technology | Develops a back-end physical design platform for the latest 5nm process; provides full-process design support covering layout and routing, physical verification, static timing analysis, and other functions, covering the design requirements of all stages. Ensures first-time successful tape-out and mass production yield for chips manufactured using the latest process. | Early R&D Stage |
As of the date of signing of this Prospectus, the Company has 1 overseas subsidiary, namely Cambricon (Hong Kong) Limited (寒武纪（香港）有限公司), a wholly-owned subsidiary established in Hong Kong. The establishment, principal business activities, financial condition, and other information of the Hong Kong subsidiary are set out in Section 5 "Basic Information of the Issuer," subsection "VIII. Information on the Issuer's Controlled Subsidiaries and Associate Companies" of this Prospectus.
Since its establishment, the Company has formulated its Articles of Association in accordance with the requirements of the Company Law, the Securities Law, and other relevant laws, regulations, and normative documents, and has established a corporate governance structure comprising the General Meeting of Shareholders, the Board of Directors, the Board of Supervisors, and Senior Management. This structure has formed a mutually coordinated and mutually checked mechanism with clear rights and responsibilities among the authority body, decision-making body, supervisory body, and management layer, providing an organizational guarantee for the Company's efficient and sound operations. The General Meeting of Shareholders, the Board of Directors, the Board of Supervisors, and Senior Management of the Company all exercise their powers and perform their obligations in accordance with the Company Law and the Articles of Association.
In accordance with relevant laws and regulations and the Articles of Association, the Company has formulated the Rules of Procedure of the General Meeting of Shareholders, the Rules of Procedure of the Board of Directors, the Rules of Procedure of the Board of Supervisors, the Independent Directors' Working System, the Related Party Transaction Management System, the Cumulative Voting System Implementation Rules, the System for Preventing Funds from Being Occupied by Controlling Shareholders and Other Related Parties, the Behavioral Norms for Controlling Shareholders and Actual Controllers, the Working Rules for the Secretary of the Board of Directors, the External Guarantee Management System, the External Investment Management System, the Internal Audit Management System, the Working Rules for the General Manager, the Subsidiary Management Measures, the Voting Rights Solicitation Implementation Rules, the Information Disclosure Management System, the Investor Relations Management System, the Insider Information Registrant Management System, the Raised Funds Management System, and other related systems, providing an institutional guarantee for the standardized operation of the Company's corporate governance. The Board of Directors has established four special committees: the Strategy Committee, the Audit Committee, the Remuneration and Appraisal Committee, and the Nomination Committee, which are respectively responsible for the Company's development strategy, auditing, management and appraisal of directors and senior management, nomination and selection of directors and senior management, and other functions. The Company has also formulated the Working Rules for the Board of Directors' Strategy Committee, the Working Rules for the Board of Directors' Audit Committee, the Working Rules for the Board of Directors' Remuneration and Appraisal Committee, and the Working Rules for the Board of Directors' Nomination Committee. During the reporting period, there were no material deficiencies in the Company's corporate governance.
The Issuer does not have shares with special voting rights or similar arrangements, nor does it have a variable interest entity (VIE) contractual control structure.
**II. Operation and Performance of Duties of the General Meeting of Shareholders, the Board of Directors, the Board of Supervisors, Independent Directors, the Secretary of the Board of Directors, and Other Bodies and Personnel**
In accordance with the Company Law and relevant regulations, the Company has formulated the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders. The Articles of Association set out the duties, powers, and basic rules for meetings of the General Meeting of Shareholders, while the Rules of Procedure of the General Meeting of Shareholders establish detailed rules for the convening procedures of general meetings.
Since the establishment of the joint-stock company, relevant shareholders or their representatives have attended all general meetings convened by the Company. The meetings have complied with relevant laws, regulations, and the Articles of Association in terms of the convening method, deliberation procedures, voting methods, and content of resolutions.
The Board of Directors is accountable to the General Meeting of Shareholders. In accordance with the Articles of Association and the Rules of Procedure of the Board of Directors, directors are elected or replaced by the General Meeting of Shareholders, with a term of three years, and may be re-elected upon expiration of their term. The cumulative term of independent directors shall not exceed six years. The Board of Directors consists of 9 directors, including 3 independent directors. The Chairman of the Board is elected by a majority of all directors.
The Board of Directors has established the Strategy Committee, the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee. The special committees are accountable to the Board of Directors. All members of the special committees are composed of directors. Independent directors shall constitute a majority of the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee, and shall serve as the convener. At least one independent director on the Audit Committee shall be an accounting professional.
The Strategy Committee of the Board of Directors consists of 5 directors elected by the Board of Directors: Wang Zai, Liu Shaoli, Zhang Peixiang, Chen Tianshi, and Chen Wenguang, with Chen Tianshi serving as the Chairman of the Committee.
The Audit Committee of the Board of Directors consists of 3 directors elected by the Board of Directors: Wang Xiuli, Ye Haoyin, and Chen Wenguang. Wang Xiuli and Chen Wenguang are independent directors, and Wang Xiuli, as an accounting professional, serves as the Chairman of the Committee.
The Nomination Committee of the Board of Directors consists of 3 directors elected by the Board of Directors: Wang Xiuli, Chen Tianshi, and Chen Wenguang. Wang Xiuli and Chen Wenguang are independent directors, and Chen Wenguang serves as the Chairman of the Committee.
The Remuneration and Appraisal Committee of the Board of Directors consists of 3 directors elected by the Board of Directors: Liu Liqun, Lü Hongbing, and Chen Wenguang. Lü Hongbing and Chen Wenguang are independent directors, and Lü Hongbing serves as the Chairman of the Committee.
Each special committee of the Board of Directors convenes meetings in accordance with the respective implementation rules and other relevant regulations, deliberates on matters within the scope of each committee's authority, and each committee has performed its duties satisfactorily.
Since the establishment of the joint-stock company, all Board of Directors meetings have complied with relevant laws, regulations, the Articles of Association, and the Rules of Procedure of the Board of Directors in terms of the convening method, deliberation procedures, voting methods, and content of resolutions.
In accordance with the Articles of Association and the Rules of Procedure of the Board of Supervisors, the Company has established a Board of Supervisors. The Board of Supervisors consists of 5 supervisors, with 1 Chairman of the Board of Supervisors. The Chairman of the Board of Supervisors is elected by a majority of all supervisors. The Board of Supervisors includes 2 employee representatives, who are elected through the employee representative congress.
Since the establishment of the joint-stock company, all meetings of the Board of Supervisors have complied with relevant laws, regulations, and the Articles of Association in terms of the convening method, deliberation procedures, voting methods, and content of resolutions.
In accordance with the Company Law, the Corporate Governance Code for Listed Companies, the Guidance on Establishing the Independent Director System in Listed Companies, and other relevant laws, administrative regulations, normative documents, and the Articles of Association, the Company has established a standardized independent director system to ensure the procedural integrity of independent directors' deliberations, improve the independent director system, enhance the efficiency and scientific decision-making capacity of independent directors, and give full play to the role of independent directors. The Company currently has 3 independent directors, accounting for one-third of the Company's 9 directors, including 1 accounting professional. The independent directors have attended all Board of Directors meetings held since their appointment as independent directors and have expressed independent opinions on relevant proposals.
Since the establishment of the independent director system, independent directors have played an important role in matters relating to related party transactions, the formulation of significant management systems, and the decision-making process for major business operations.
In accordance with the Articles of Association and the Working Rules for the Secretary of the Board of Directors and other relevant regulations, the Company has appointed 1 Secretary of the Board of Directors, who is accountable to the Board of Directors and performs the duties required by the Company Law, the Articles of Association, various internal systems, the China Securities Regulatory Commission, and securities exchanges. The Secretary of the Board of Directors is a senior management member of the Company and is subject to the provisions of relevant laws, administrative regulations, and the Articles of Association applicable to senior management. The position of Secretary of the Board of Directors is held by Ye Haoyin.
Since taking office, the Secretary of the Board of Directors has diligently performed his/her duties in accordance with the Company Law, the Articles of Association, and the Working Rules for the Secretary of the Board of Directors, preparing for and attending meetings of the Board of Directors and its special committees, meetings of the Board of Supervisors, and general meetings of shareholders. He/she has ensured that the Board of Directors and its special committees, the Board of Supervisors, and the General Meeting of Shareholders convene and exercise their powers in accordance with the law, promptly informed shareholders, directors, and supervisors of relevant Company information, established a good relationship with shareholders, and played an important role in improving the Company's governance structure and enabling the Board of Directors and its special committees, the Board of Supervisors, and the General Meeting of Shareholders to exercise their powers normally.
The Company has operated in strict compliance with the Company Law and other relevant laws, regulations, and the Articles of Association. During the reporting period, there were no material violations of laws or regulations, nor has the Company been subject to any material penalties by relevant competent authorities.
During the reporting period, the related-party fund transactions of the Company are set out in the relevant disclosures in subsection "VIII. Related Parties, Related Relationships, and Related Party Transactions" of this Section. During the reporting period, there were no instances of the Company's funds being occupied by shareholders, actual controllers, or other enterprises controlled by them, nor were there any instances of the Company providing guarantees for controlling shareholders, actual controllers, or other enterprises controlled by them.
(I) Management's Self-Assessment Opinion on the Completeness, Reasonableness, and Effectiveness of Internal Controls
The Company has established an internal control system and conducted an assessment of such system in accordance with the Basic Standards for Enterprise Internal Control jointly issued by the Ministry of Finance, the China Securities Regulatory Commission, and other relevant authorities. The Internal Control Evaluation Report of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) for the Year 2019, issued by the Company on February 24, 2020, states:
Based on the identification of material deficiencies in internal controls over financial reporting, as of the benchmark date of the internal control evaluation report, the Company has no material deficiencies in internal controls over financial reporting. The Board of Directors believes that the Company has maintained effective internal controls over financial reporting in all material respects in accordance with the requirements of the enterprise internal control regulatory framework and relevant regulations.
Based on the identification of material deficiencies in non-financial reporting internal controls, as of the benchmark date of the internal control evaluation report, the Company has no material deficiencies in non-financial reporting internal controls.
Between the benchmark date of the internal control evaluation report and the date of issuance of the internal control evaluation report, no factors have occurred that would affect the conclusion of the assessment of the effectiveness of internal controls.
Tianjian Certified Public Accountants (Special General Partnership) (天健会计师事务所（特殊普通合伙）) reviewed the management of Cambricon's assertion regarding the effectiveness of internal controls related to financial statements as of December 31, 2019, made in accordance with the Basic Standards for Enterprise Internal Control and relevant regulations, and issued the Attestation Report on Internal Controls of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) (Tianjian Audit [2020] No. 339) on February 24, 2020.
The report concludes that the Company maintained effective internal controls in all material respects as of December 31, 2019, in accordance with the Basic Standards for Enterprise Internal Control and relevant regulations.
The Company maintains independence in terms of business operations, assets, personnel, organizational structure, and finance. The Company possesses an independent and complete business process and business system, and has the capability to directly engage with the market, operate autonomously, and independently assume liabilities and risks. The Company's principal business, control rights, management team, and core technical personnel are stable; no material adverse changes have occurred in the principal business or among the directors, senior management, and core technical personnel in the past two years; the Company's equity ownership is clearly established, the shares held by the controlling shareholder and shareholders controlled by the controlling shareholder and actual controller are clearly owned, no change in actual control has occurred in the past two years, and there are no material ownership disputes that could lead to a change of control; the Company has no material ownership disputes over principal assets, core technologies, or trademarks, no material debt repayment risks, no material contingent matters such as guarantees, litigation, or arbitration, and no material changes in the operating environment that have occurred or are expected to occur that would have a material impact on the Company's continued operations.
The Company has a complete product research and development, procurement, and sales system, an independent and complete business system, and the ability to independently conduct business in the market. The Company's business is independent from other enterprises controlled by the controlling shareholder and the actual controller. There is no competition in the same industry between the Company and the controlling shareholder, the actual controller, and other enterprises controlled by them that would have a material adverse impact on the Issuer, nor are there any related-party transactions that seriously affect independence or are manifestly unfair. There are no circumstances in which the Company relies on the controlling shareholder, the actual controller, or other related parties for production and operation. The Company independently procures directly from the market. The Company's research and development department independently conducts technology and product development, possesses independent research and development equipment and personnel systems, and holds corresponding intellectual property rights and proprietary technologies. The Company has established a comprehensive sales management system and an independent and complete sales system. The Company's business maintains independence.
The Company possesses the business systems and major related assets necessary for its operations, legally owns or has the right to use the trademarks, patents, and non-patented technologies related to its operations, and has an independent raw material procurement and product sales system. The Company's assets are complete.
The Company has an independent labor, human resources, and payroll management system. The Company has established a sound corporate governance structure, and directors, supervisors, and senior management are elected or appointed strictly in accordance with the relevant provisions of the Company Law and the Articles of Association. The Company's general manager, deputy general managers, chief financial officer, and board secretary and other senior management personnel do not hold positions other than director or supervisor at the controlling shareholder, the actual controller, or other enterprises controlled by them, and do not receive salaries from the controlling shareholder,
the actual controller, or other enterprises controlled by them; the Company's financial personnel do not hold concurrent positions at the controlling shareholder, the actual controller, or other enterprises controlled by them.
The Company has established a sound and standardized corporate governance structure and operational system, and has formulated corresponding rules of procedure for the shareholders' general meeting, the board of directors, and the board of supervisors, as well as working rules for independent directors, various special committees of the board of directors, and the general manager. In accordance with the needs of business operations, the Company has established appropriate functional departments and has set up a sound internal operational management structure that independently exercises its management authority. There is no commingling of organizational structures between the Company and the controlling shareholder, the actual controller, and other enterprises controlled by them.
The Company has an independent finance department and has established an independent financial accounting system, enabling it to independently conduct financial accounting and independently make financial decisions. The Company has standardized financial and accounting systems and financial management systems for its branches and subsidiaries, enabling effective management and control over its subsidiaries.
The Company has opened independent bank accounts and does not share bank accounts with the controlling shareholder, the actual controller, or other enterprises controlled by them. The Company independently pays taxes in accordance with the law, and there are no circumstances of mixed tax filing with the actual controller or other enterprises controlled by the actual controller. The Company's finances maintain independence.
(I) Same-Industry Competition Between the Company and the Controlling Shareholder, the Actual Controller, and Other Enterprises Controlled by Them
The Company's controlling shareholder and actual controller is Chen Tianshi (陈天石). The other enterprises controlled by the controlling shareholder and actual controller are as follows:
| No. | Name | Principal Business | |-----|------|--------------------| | 1 | Aixi Partnership (艾溪合伙) | Equity investment | | 2 | Tianjin Xuansi Enterprise Management Co., Ltd. (天津玄思企业管理有限公司) | Enterprise management | | 3 | Tianjin Xuansuan No. 1 Enterprise Management Partnership (Limited Partnership) (天津玄算一号企业管理合伙企业（有限合伙）) | Enterprise management | | 4 | Tianjin Xuansuan No. 2 Enterprise Management Partnership (Limited Partnership) (天津玄算二号企业管理合伙企业（有限合伙）) | Enterprise management | | 5 | Tianjin Xuansuan No. 3 Enterprise Management Partnership (Limited Partnership) (天津玄算三号企业管理合伙企业（有限合伙）) | Enterprise management | | 6 | Tianjin Xuansuan No. 6 Enterprise Management Partnership (Limited Partnership) (天津玄算六号企业管理合伙企业（有限合伙）) | Enterprise management | | 7 | Tianjin Xuansuan No. 8 Enterprise Management Partnership (Limited Partnership) (天津玄算八号企业管理合伙企业（有限合伙）) | Enterprise management | | 8 | Tianjin Xuansuan No. 9 Enterprise Management Partnership (Limited Partnership) (天津玄算九号企业管理合伙企业（有限合伙）) | Enterprise management |
None of the other enterprises controlled by the controlling shareholder and actual controller have substantive products or customers, and their principal businesses differ significantly from that of the Company. Therefore, the Company has no same-industry competition with the controlling shareholder, the actual controller, or other enterprises controlled by them.
Chen Tianshi (陈天石), the controlling shareholder and actual controller of the Company, has issued a Letter of Commitment Regarding the Avoidance of Same-Industry Competition, with the following specific commitments:
1. At present, the controlling shareholder, the actual controller, and related enterprises are not engaged in any business that constitutes or may constitute a competitive relationship with the Company.
2. In the future, the controlling shareholder, the actual controller, and related enterprises will not operate any other company, enterprise, or business entity that constitutes or may constitute a competitive relationship with the businesses operated by the Company.
3. If the controlling shareholder, the actual controller, and related enterprises obtain any business opportunity from any third party in the future that is in competition with the business engaged in by the Company, the controlling shareholder and actual controller shall immediately notify the Company, and, after obtaining the consent of the third party, shall endeavor to offer such business opportunity to the Company.
4. The controlling shareholder, the actual controller, and related enterprises shall not provide capital, technology, sales channels, or customer information support to any company, enterprise, or other business entity that is engaged in a business competitive with the Company.
5. If the Company expands its business scope in the future and same-industry competition arises or may arise with related enterprises, the controlling shareholder, the actual controller, and related enterprises shall promptly take the following measures to avoid competition: (1) cease producing or operating products or businesses that constitute or may constitute competition; (2) legally inject the businesses that constitute or may constitute competition into the Company; (3) transfer the businesses that constitute or may constitute competition to an unrelated third party.
6. The controlling shareholder and actual controller undertake not to use their status as controlling shareholder and actual controller to damage the lawful rights and interests of the Company and its minority shareholders.
7. If the controlling shareholder, the actual controller, and related enterprises breach the above commitments, all relevant proceeds obtained thereby shall belong to the Company; if the controlling shareholder, the actual controller, and related enterprises fail to remit such relevant proceeds to the Company, the cash dividends that the controlling shareholder and actual controller are entitled to receive from the Company's profit distribution plan for that year and subsequent years shall be temporarily withheld until the controlling shareholder and actual controller have fulfilled the obligations under this commitment.
8. The above commitments shall remain in effect after they are made, until Chen Tianshi (陈天石) is no longer the controlling shareholder and actual controller of the Company.
In accordance with the Company Law, the Accounting Standards for Business Enterprises, and relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the Company's principal related parties include:
The Company's controlling shareholder and actual controller is Chen Tianshi (陈天石), who directly and indirectly controls a total of 41.71% of the Company's equity.
Chen Tianshi (陈天石) directly holds 33.19% of the Company's equity.
For information on the Company's directors, supervisors, and senior management, please refer to "Section V, Basic Information of the Issuer" — "XI. Overview of Directors, Supervisors, Senior Management, and Core Technical Personnel" of this Prospectus.
The Company defines close family members of the Company's directors, supervisors, and senior management as related parties of the Company. Close family members include spouses, parents and parents-in-law, siblings and their spouses, children aged 18 or above and their spouses, siblings-in-law, and parents of children's spouses. For basic information on the Company's directors, supervisors, and senior management, please refer to the relevant content in "Section V, Basic Information of the Issuer" — "XI. Overview of Directors, Supervisors, Senior Management, and Core Technical Personnel" of this Prospectus.
| No. | Name of Related Party | Shareholding | |-----|-----------------------|--------------| | 1 | Zhongke Suanyuan (中科算源) | Holds 18.24% of the Company's shares | | 2 | Aixi Partnership (艾溪合伙) | Holds 8.51% of the Company's shares | | 3 | State Development Investment Fund (国投基金) | | | 4 | Ningbo Hangao (宁波瀚高) | Collectively hold 7.35% of the Company's shares | | 5 | Nanjing Zhaoyinhang (南京招银) | Collectively hold 5.42% of the Company's shares | | 6 | Hubei Zhaoyinhang (湖北招银) | Collectively hold 5.04% of the Company's shares | | 7 | Gushengdai Venture Investment (古生代创投) | | | 8 | Zhike Shengxun (智科胜讯) | |
6. Legal Persons or Other Organizations (Other Than the Company and Its Controlled Subsidiaries) Directly or Indirectly Controlled by the Above Related Legal Persons or Related Natural Persons, or in Which the Aforementioned Related Natural Persons (Excluding Independent Directors) Serve as Directors or Senior Management or Exercise Significant Influence
The legal persons or other organizations (other than the Company and its controlled subsidiaries) directly or indirectly controlled by the above related legal persons or related natural persons, or in which the aforementioned related natural persons (excluding independent directors) serve as directors or senior management or exercise significant influence, are as follows:
| No. | Name of Related Party / Name | Related Relationship or Notes | |-----|------------------------------|-------------------------------| | 1 | Aixi Partnership (艾溪合伙) | Enterprise controlled by the Company's controlling shareholder and actual controller Chen Tianshi (陈天石) | | 2 | Tianjin Xuansi Enterprise Management Co., Ltd. (天津玄思企业管理有限公司) | Enterprise controlled by the Company's controlling shareholder and actual controller Chen Tianshi (陈天石) | | 3 | Tianjin Xuansuan No. 1 Enterprise Management Partnership (Limited Partnership) (天津玄算一号企业管理合伙企业（有限合伙）) | Enterprise controlled by the Company's controlling shareholder and actual controller Chen Tianshi (陈天石) | | 4 | Tianjin Xuansuan No. 2 Enterprise Management Partnership (Limited Partnership) (天津玄算二号企业管理合伙企业（有限合伙）) | Enterprise controlled by the Company's controlling shareholder and actual controller Chen Tianshi (陈天石) | | 5 | Tianjin Xuansuan No. 3 Enterprise Management Partnership (Limited Partnership) (天津玄算三号企业管理合伙企业（有限合伙）) | Enterprise controlled by the Company's controlling shareholder and actual controller Chen Tianshi (陈天石) | | 6 | Tianjin Xuansuan No. 6 Enterprise Management Partnership (Limited Partnership) (天津玄算六号企业管理合伙企业（有限合伙）) | Enterprise controlled by the Company's controlling shareholder and actual controller Chen Tianshi (陈天石) | | 7 | Tianjin Xuansuan No. 8 Enterprise Management Partnership (Limited Partnership) (天津玄算八号企业管理合伙企业（有限合伙）) | Enterprise controlled by the Company's controlling shareholder and actual controller Chen Tianshi (陈天石) | | 8 | Tianjin Xuansuan No. 9 Enterprise Management Partnership (Limited Partnership) (天津玄算九号企业管理合伙企业（有限合伙）) | Enterprise controlled by the Company's controlling shareholder and actual controller Chen Tianshi (陈天石) | | 9 | Beijing Zhongke Zhiyuan Yucheng Information Technology Co., Ltd. (北京中科智源育成信息技术有限公司) | Enterprise controlled by Zhongke Suanyuan (中科算源), a direct shareholder holding 5% or more of the Company | | 10 | Beijing Shenzhou Tianmai Network Computer Co., Ltd. (北京神州天脉网络计算机有限公司) | Enterprise controlled by Zhongke Suanyuan (中科算源), a direct shareholder holding 5% or more of the Company | | 11 | Zhongke Haita (Beijing) Technology Co., Ltd. (中科海拓（北京）科技有限公司) | Enterprise controlled by Zhongke Suanyuan (中科算源), a direct shareholder holding 5% or more of the Company | | 12 | Beijing Zhongke Tuling Fund Management Co., Ltd. (北京中科图灵基金管理有限公司) | Enterprise controlled by Zhongke Suanyuan (中科算源), a direct shareholder holding 5% or more of the Company; enterprise in which Issuer Director Zhang Peiheng (张佩珩) serves as a director | | 13 | Beijing Zhongke Jingshang Technology Co., Ltd. (北京中科晶上科技股份有限公司) | Enterprise controlled by Zhongke Suanyuan (中科算源), a direct shareholder holding 5% or more of the Company; enterprise in which Issuer Director Zhang Peiheng (张佩珩) serves as a director | | 14 | Zhongke Sugon (中科曙光) | Enterprise controlled by Zhongke Suanyuan (中科算源), a direct shareholder holding 5% or more of the Company | | 15 | Beijing Aijiaxi Technology Center (Limited Partnership) (北京艾加溪科技中心（有限合伙）) | Enterprise controlled by Company Director Wang Zai (王在) | | 16 | Hunan Huitong New Materials Co., Ltd. (湖南惠同新材料股份有限公司) | Enterprise in which Company Director Liu Liqun (刘立群) serves as chairman | | 17 | Wuxi Xuelang Digital Technology Co., Ltd. (无锡雪浪数制科技有限公司) | Enterprise in which Company Director Liu Liqun (刘立群) serves as a director | | 18 | Hangzhou Jimu Technology Co., Ltd. (杭州极木科技有限公司) | Enterprise in which Company Director Liu Liqun (刘立群) serves as a director | | 19 | Gu'an Haigao Automotive Technology Co., Ltd. (固安海高汽车技术有限公司) | Enterprise in which Company Director Liu Liqun (刘立群) serves as a director | | 20 | Ningbo Industrial Internet Research Institute Co., Ltd. (宁波工业互联网研究院有限公司) | Enterprise in which Company Director Liu Liqun (刘立群) serves as a director |
| 21 | Xinjiang Kangdi Seed Technology Co., Ltd. (新疆康地种业科技股份有限公司) | Enterprise in which Company Director Liu Liqun (刘立群) serves as a director | | 22 | Beijing Youyou Tianyu System Technology Co., Ltd. (北京友友天宇系统技术有限公司) | Enterprise in which Company Director Liu Liqun (刘立群) serves as a director | | 23 | Jing-Jin Electric Technologies Co., Ltd. (精进电动科技股份有限公司) | Enterprise in which Company Director Liu Liqun (刘立群) serves as an independent director | | 24 | Ningbo Hanzheng Enterprise Management Partnership (Limited Partnership) (宁波瀚正企业管理合伙企业（有限合伙）) | Enterprise controlled by Company Director Liu Liqun (刘立群) | | 25 | Tianjin Zhongke Blue Whale Information Technology Co., Ltd. (天津中科蓝鲸信息技术有限公司) | Enterprise in which Company Director Zhang Peiheng (张佩珩) serves as a director | | 26 | Beijing Shenzhou Longxin Integrated Circuit Design Co., Ltd. (北京神州龙芯集成电路设计有限公司) | Enterprise in which Company Director Zhang Peiheng (张佩珩) serves as a director | | 27 | Zhongke Yushu (Beijing) Technology Co., Ltd. (中科驭数（北京）科技有限公司) | Enterprise in which Company Director Zhang Peiheng (张佩珩) serves as a director | | 28 | Zhongke Suanzhi (Suzhou) Asset Management Co., Ltd. (中科算智（苏州）资产管理有限公司) | Enterprise in which Company Director Zhang Peiheng (张佩珩) serves as a director | | 29 | Beijing Zhongke Jiyin Technology Co., Ltd. (北京中科吉因科技有限公司) | Enterprise controlled by Company Director Zhang Peiheng (张佩珩), who serves as executive director and general manager | | 30 | Weifang Zhongke Zhishi Information Technology Co., Ltd. (潍坊中科智视信息技术有限公司) | Enterprise controlled by Company Director Zhang Peiheng (张佩珩), who serves as executive director and general manager | | 31 | Guangzhou Xinrui Medical Technology Co., Ltd. (广州信瑞医疗技术有限公司) | Enterprise in which Company Director Zhang Peiheng (张佩珩) serves as a director | | 32 | Zhuhai Hele Technology Co., Ltd. (珠海和乐科技有限公司) | Enterprise controlled by Company Independent Director Chen Wenguang (陈文光) | | 33 | Nanjing Taiai Microelectronics Co., Ltd. (南京泰艾微电子有限公司) | Enterprise in which Company Supervisor Kong Lingguo (孔令国) serves as a director | | 34 | Nanjing Lvxin Integrated Circuit Co., Ltd. (南京绿芯集成电路有限公司) | Enterprise in which Company Supervisor Kong Lingguo (孔令国) serves as a director | | 35 | Zhentuke Information Technology (Shanghai) Co., Ltd. (臻途客信息技术（上海）有限公司) | Enterprise in which Company Supervisor Kong Lingguo (孔令国) serves as a director | | 36 | Wuhan Feien Microelectronics Co., Ltd. (武汉飞恩微电子有限公司) | Enterprise in which Company Supervisor Kong Lingguo (孔令国) serves as a director | | 37 | Nanjing Baishi Electronic Technology Co., Ltd. (南京百识电子科技有限公司) | Enterprise in which Company Supervisor Kong Lingguo (孔令国) serves as a director | | 38 | Heli Venture Investment Management (Suzhou) Co., Ltd. (和利创业投资管理（苏州）有限公司) | Enterprise in which Company Supervisor Kong Lingguo (孔令国) serves as executive director and general manager, and enterprise controlled by close family members of Company Supervisor Kong Lingguo (孔令国) | | 39 | Shanghai Longcang Cultural Creativity Co., Ltd. (上海龙沧文化创意有限公司) | Enterprise in which Company Supervisor Kong Lingguo (孔令国) serves as a director | | 40 | Lenovo Innovation (Beijing) Investment Management Co., Ltd. (联想创新（北京）投资管理有限公司) | Enterprise in which Company Supervisor Song Chunyu (宋春雨) serves as executive director | | 41 | Zhijixingyuan (Beijing) Technology Co., Ltd. (知己行远（北京）科技有限公司) | Enterprise in which Company Supervisor Song Chunyu (宋春雨) serves as executive director and manager | | 42 | Lianchuang Yunke Network Technology (Beijing) Co., Ltd. (联创云科网络科技（北京）股份有限公司) | Enterprise in which Company Supervisor Song Chunyu (宋春雨) serves as a director | | 43 | Qiancang (Shanghai) Internet Finance Information Services Co., Ltd. (乾藏（上海）互联网金融信息服务有限公司) | Enterprise in which Company Supervisor Song Chunyu (宋春雨) serves as a director | | 44 | Hangzhou Zhongao Technology Co., Ltd. (杭州中奥科技有限公司) | Enterprise in which Company Supervisor Song Chunyu (宋春雨) serves as a director | | 45 | Chengdu Niaohao Technology Co., Ltd. (成都鸟孩科技有限公司) | Enterprise in which Company Supervisor Song Chunyu (宋春雨) serves as a director | | 46 | Galaxy Waterdrop Technology (Beijing) Co., Ltd. (银河水滴科技（北京）有限公司) | Enterprise in which Company Supervisor Song Chunyu (宋春雨) serves as a director | | 47 | Beijing Zhongfei Aivi Aviation Technology Co., Ltd. (北京中飞艾维航空科技有限公司) | Enterprise in which Company Supervisor Song Chunyu (宋春雨) serves as a director | | 48 | | |
Beijing Danghong Qitian International Culture Technology Development Group Co., Ltd. (北京当红齐天国际文化科技发展集团有限公司)
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
Enterprise controlled by close family members of Company Director Zhang Peiheng, who serves as Chairman
Suzhou Intelligent Computing Industrial Technology Research Institute of the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所苏州智能计算产业技术研究院)
The other legal persons or organizations controlled by the legal persons or other organizations listed in the above table are also related parties of the Company.
For information on the Issuer's controlling and equity-participated companies, please refer to "Section 5: Basic Information of the Issuer," sub-section "VIII. Conditions of the Issuer's Controlling Subsidiaries and Equity-Participated Companies" in this Prospectus.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
Legal persons or other organizations that indirectly hold more than 5% of the Company's shares are related parties of the Company. Among these, the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所) indirectly holds 18.24% of the Company's shares through Zhongke Suanyuan (中科算源).
| No. | Name of Related Party | Nature of Relationship or Notes | |-----|----------------------|----------------------------------| | 1 | Shanghai Cambricon Semiconductor Co., Ltd. (上海寒武纪半导体有限公司) | A controlling subsidiary of the Company during the reporting period; has been deregistered | | 2 | Fujian Yanhua博弈 Technology Co., Ltd. (福建演化博弈科技有限公司) | An enterprise over which a related party of the Company's controlling shareholder and actual controller previously exercised significant influence; no longer exercises significant influence | | 3 | Zhejiang Lanzhuo Industrial Internet Information Technology Co., Ltd. (浙江蓝卓工业互联网信息技术有限公司) | Enterprise in which Company Director Ye Haoyin served as Director during the reporting period | | 4 | QAX Technology Group Inc. (奇安信科技集团股份有限公司) | Enterprise in which Company Director Liu Liqun served as Director during the reporting period | | 5 | EDGEFLARE TECHNOLOGY PTE. LTD. | Enterprise previously controlled by Company Supervisor Kong Lingguo, transferred to another party | | 6 | Shenzhen CMB Telecom Xinqushi Chengming Growth Equity Investment Fund Partnership (Limited Partnership) (深圳招银电信新趋势承明成长股权投资基金合伙企业（有限合伙）) | Enterprise in which Company Supervisor Lian Suping previously served as Executive Director and General Manager | | 7 | Shenzhen Silkroad Development Equity Investment Fund Management Co., Ltd. (深圳市丝路发展股权投资基金管理有限公司) | Enterprise in which Company Supervisor Lian Suping previously served as Director and General Manager; has been deregistered | | 8 | Zhongke Baicheng Technology (Beijing) Co., Ltd. (中科柏诚科技（北京）股份有限公司) | Enterprise in which Company Supervisor Song Chunyu served as Director during the reporting period | | 9 | Beijing Yuntuteng Technology Co., Ltd. (北京云途腾科技有限责任公司) | Enterprise in which Company Supervisor Song Chunyu served as Director during the reporting period | | 10 | Tongli Venture Capital Co., Ltd. (同利创业投资有限公司) | Enterprise in which Company Supervisor Kong Lingguo previously served as Chairman and General Manager; has been deregistered |
In addition to the above-mentioned related parties, any natural persons, legal persons, or other organizations recognized by the China Securities Regulatory Commission (CSRC), the Shanghai Stock Exchange (SSE), or the Company itself as having a special relationship with the Company under the principle of substance over form, and which may cause the Company's interests to favor them, shall also be deemed related parties of the Company. Any legal persons, other organizations, or natural persons that fell within any of the circumstances described in items 1 through 8 above within 12 months prior to the date of a transaction, or within 12 months after the relevant transaction agreement becomes effective or the arrangement is implemented, shall likewise be treated as related parties of the Company.
A brief summary of the Company's related party transactions during the reporting period is as follows:
The Company pays remuneration to Directors, Supervisors, and Senior Management in accordance with labor contracts and relevant documents, which constitutes related party transactions.
| Related Party | Transaction Content | 2019 Amount | % of Same-Type Transactions (%) | % of Operating Cost (%) | 2018 Amount | % of Same-Type Transactions (%) | % of Operating Cost (%) | 2017 Amount | % of Same-Type Transactions (%) | % of Operating Cost (%) | |---------------|--------------------|--------------|---------------------------------|--------------------------|-------------|----------------------------------|--------------------------|-------------|----------------------------------|--------------------------| | Institute of Computing Technology, CAS (中科院计算所) | Technology License | 15.91 | 0.13 | 0.11 | 9.19 | 0.18 | 78.48 | - | - | - | | Institute of Computing Technology, CAS (中科院计算所) | Commissioned Development | - | - | - | 100.00 | 100.00 | N/A (Note) | - | - | - | | Sugon (中科曙光) | Servers | 455.05 | 3.85 | 3.22 | - | - | - | - | - | - | | Nanjing Aixi (南京艾溪) | Patent Application Rights | - | - | - | 29.51 | 100.00 | N/A (Note) | - | - | - | | **Total** | | **470.96** | N/A | **3.33** | **138.71** | N/A | N/A | **-** | | |
| Related Party | Transaction Content | 2019 Amount | % of Same-Type Transactions (%) | % of Revenue (%) | 2018 Amount | % of Same-Type Transactions (%) | % of Revenue (%) | 2017 Amount | % of Same-Type Transactions (%) | % of Revenue (%) | |---------------|--------------------|--------------|---------------------------------|------------------|-------------|----------------------------------|------------------|-------------|----------------------------------|------------------| | Sugon (中科曙光) | Accelerator Cards | 6,384.43 | 80.94 | 14.38 | - | - | - | - | - | - | | Sugon (中科曙光) | R&D Prototype Products | 610.34 | 93.94 | N/A (Note) | - | - | - | - | - | - | | **Total** | | **6,994.77** | N/A | N/A | **-** | N/A | **-** | **-** | N/A | **-** |
During the reporting period, the Company leased from the Institute of Computing Technology, CAS, the premises located at Room 644, Science Research Complex Building, No. 6 Kexueyuan South Road, Haidian District, Beijing, as its registered business address. The agreed lease period was from February 2016 to June 2020. Since the Company did not actually use the premises, both parties agreed that no rent would be charged. In accordance with the terms of the contract, the Company has changed its registered business address, and this contract has been terminated.
During the reporting period, Aijixi Partnership (艾加溪合伙) leased from the Company the premises located at Room 1105, 11th Floor, Block D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing, as its registered business address. The agreed lease period was from March 2018 to June 2020. Since Aijixi Partnership did not actually use the premises, both parties agreed that no rent would be charged. In accordance with the terms of the contract, Aijixi has changed its registered business address, and this contract has been terminated.
During the reporting period, the Beijing Branch of Shanghai Cambricon (上海寒武纪北京分公司) leased from the Institute of Computing Technology, CAS, the premises located at Room 301, Science Research Complex Building, No. 6 Kexueyuan South Road, Haidian District, Beijing, as its registered business address. The agreed lease period was from March 2017 to February 2022. Both parties agreed that no rent would be charged. In accordance with the terms of the contract, the Beijing Branch of Shanghai Cambricon has changed its registered business address, and this contract has been terminated.
During the reporting period, the Company paid 52.37万元 (RMB 523,700) to the Institute of Computing Technology, CAS, for social insurance and housing provident fund payments made by CAS on the Company's behalf.
In December 2018, the Company commissioned EDGEFLARE TECHNOLOGY PTE. LTD. to conduct technology development, with a contract amount of USD 3,000,000. In December 2019, the Company commissioned EDGEFLARE TECHNOLOGY PTE. LTD. to conduct technology development, with a contract amount of USD 500,000. As of December 31, 2019, the Company had cumulatively paid USD 2,400,000 in R&D fees to EDGEFLARE TECHNOLOGY PTE. LTD., and the above projects are still ongoing.
In December 2018, the Company entered into an agreement with Chen Tianshi, Chen Yunji, Qian Cheng, and Li Zhen to acquire 100% of the equity in Nanjing Aixi (南京艾溪) held by Chen Tianshi, Chen Yunji, Qian Cheng, and Li Zhen at a price of RMB 2,010,000 (201万元). As of December 31, 2018, the Company had paid the above equity transfer consideration in full.
In March 2019, the Company entered into an agreement with Chen Tianshi and Chen Yunji to acquire 100% of the equity in Suzhou Cambricon (苏州寒武纪) held by Chen Tianshi and Chen Yunji at a price of RMB 424,200 (42.42万元). As of December 31, 2019, the Company had paid the above equity transfer consideration in full.
Note: Expenditures for commissioned R&D by the Institute of Computing Technology, CAS, and expenditures for the purchase of patent application rights from Nanjing Aixi are not included in costs; therefore, the percentage of operating cost is not applicable. R&D prototype products sold to Sugon are not included in operating revenue; therefore, the percentage of operating revenue is not applicable.
The specific details of the Company's related party transactions during the reporting period are as follows:
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
In 2017, 2018, and 2019, the total remuneration paid by the Company to Directors, Supervisors, and Senior Management was RMB 4,341,600 (434.16万元), RMB 6,715,800 (671.58万元), and RMB 11,425,800 (1,142.58万元), respectively.
| Related Party | Related Transaction Content | 2019 | 2018 | 2017 | |---------------|-----------------------------|------|------|------| | Institute of Computing Technology, CAS (中科院计算所) | Technology License | 15.91 | 9.19 | - | | Institute of Computing Technology, CAS (中科院计算所) | Commissioned Development | - | 100.00 | - | | Sugon (中科曙光) | Servers | 455.05 | - | - | | Nanjing Aixi (南京艾溪) | Patent Application Rights | - | 29.51 | - | | **Total** | | **470.96** | **138.71** | **-** |
During the reporting period, based on the needs of R&D and business operations, the Company obtained a limited amount of technology licensing from the Institute of Computing Technology, CAS. The licensing fee was RMB 91,900 (9.19万元) in 2018 and RMB 159,100 (15.91万元) in 2019. The pricing method was determined in accordance with the practices of the Institute of Computing Technology, CAS, and through mutual negotiation between both parties.
In 2018, based on R&D needs, the Company commissioned the Institute of Computing Technology, CAS, to participate in the development of the BANG programming language, with an agreed commissioned development amount of RMB 1,000,000 (100.00万元). The pricing method was determined based on the actual costs and expenses incurred by the commissioned party for the relevant R&D work, through mutual negotiation between both parties.
In 2019, based on business needs, the Company purchased server products from Sugon (中科曙光), with a purchase amount of RMB 4,550,500 (455.05万元). The pricing method was based on market price levels, determined through mutual negotiation between both parties.
In 2018, the Company acquired patent application rights from Nanjing Aixi (南京艾溪), with a transfer price of RMB 295,100 (29.51万元). The pricing method was based on the actual costs incurred in developing such patents, determined through mutual negotiation between both parties.
| Related Party | Related Transaction Content | 2019 | 2018 | 2017 | |---------------|-----------------------------|------|------|------| | Sugon (中科曙光) | Accelerator Cards | 6,384.43 | - | - | | Sugon (中科曙光) | R&D Prototype Products | 610.34 | - | - | | **Total** | | **6,994.77** | **-** | **-** |
Note: R&D prototype products refer to prototype accelerator cards developed during the R&D process.
During the reporting period, as the Company's products were able to meet the actual needs of customers, the Company conducted business cooperation with Sugon (中科曙光) and provided it with accelerator card products. In 2019, the Company sold accelerator cards to Sugon in the amount of RMB 63,844,300 (6,384.43万元), and R&D prototype products in the amount of RMB 6,103,400 (610.34万元). The Company determined prices through negotiation with Sugon based on market price levels.
During the reporting period, the Company leased from the Institute of Computing Technology, CAS, the premises located at Room 644, Science Research Complex Building, No. 6 Kexueyuan South Road, Haidian District, Beijing, as its registered business address. The agreed lease period was from February 2016 to June 2020. Since the Company did not actually use the premises, both parties agreed that no rent would be charged. In accordance with the terms of the contract, the Company has changed its registered business address, and this contract has been terminated.
During the reporting period, Aijixi Partnership (艾加溪合伙) leased from the Company the premises located at Room 1105, 11th Floor, Block D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing, as its registered business address. The agreed lease period was from March 2018 to June 2020. Since Aijixi Partnership did not actually use the premises, both parties agreed that no rent would be charged. In accordance with the terms of the contract, Aijixi has changed its registered business address, and this contract has been terminated.
During the reporting period, the Beijing Branch of Shanghai Cambricon (上海寒武纪北京分公司) leased from the Institute of Computing Technology, CAS, the premises located at Room 301, Science Research Complex Building, No. 6 Kexueyuan South Road, Haidian District, Beijing, as its registered business address. The agreed lease period was from March 2017 to February 2022. Both parties agreed that no rent would be charged. In accordance with the terms of the contract, the Beijing Branch of Shanghai Cambricon has changed its registered business address, and this contract has been terminated.
From April 2018 to September 2019, Chen Tianshi and Liu Shaoli, who were employees of the Institute of Computing Technology, CAS, completed leave-of-absence entrepreneurship procedures and took up positions at Cambricon. During this period, the Institute of Computing Technology, CAS, paid their social insurance and housing provident fund contributions on their behalf. During the reporting period, the Company paid the Institute of Computing Technology, CAS, a total of RMB 523,700 (52.37万元) for social insurance and housing provident fund contributions paid on behalf of Chen Tianshi and Liu Shaoli.
In December 2018, the Company commissioned EDGEFLARE TECHNOLOGY PTE. LTD. to conduct technology development, with a contract amount of USD 3,000,000. In December 2019, the Company commissioned EDGEFLARE TECHNOLOGY PTE. LTD. to conduct technology development, with a contract amount of USD 500,000. As of December 31, 2019, the Company had cumulatively paid USD 2,400,000 in R&D fees to EDGEFLARE TECHNOLOGY PTE. LTD., and the above projects are still ongoing.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
2、Incidental Related-Party Transactions (1) Asset Transfers from Related Parties To avoid horizontal competition, during the reporting period, the Company successively acquired Nanjing Aixi and Suzhou Cambricon.
In December 2018, the Company entered into an agreement with Chen Tianshi, Chen Yunji, Qian Cheng, and Li Zhen to acquire 100% of the equity interest in Nanjing Aixi held by Chen Tianshi, Chen Yunji, Qian Cheng, and Li Zhen for a consideration of RMB 2.01 million (万元), with the transfer price determined through friendly negotiation between the parties based on the paid-in capital of Nanjing Aixi. As of December 31, 2018, the Company had paid the above equity transfer consideration in full.
In March 2019, the Company entered into an agreement with Chen Tianshi and Chen Yunji to acquire 100% of the equity interest in Suzhou Cambricon held by Chen Tianshi and Chen Yunji for a consideration of RMB 424,200 (42.42万元), with the transfer price determined through friendly negotiation between the parties. As of December 31, 2019, the Company had paid the above equity transfer consideration in full.
| Related Party | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---| | Dawning Information Industry (中科曙光) | 23.89 | - | - | | Total | 23.89 | - | - |
| Related Party | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---| | Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所) | 15.91 | 109.19 | - | | Dawning Information Industry (中科曙光) | 150.00 | - | - | | Total | 165.91 | 109.19 | - |
During the reporting period, the balance of related-party transaction amounts as a proportion of the Company's operating revenue was relatively low. At the end of 2018 and 2019, the Company's accounts receivable from related parties primarily consisted of amounts receivable from Dawning Information Industry (中科曙光) for accelerator cards, and accounts payable primarily consisted of amounts payable to the Institute of Computing Technology, Chinese Academy of Sciences (中科院计算所) for technology licensing and entrusted R&D fees, as well as amounts payable to Dawning Information Industry (中科曙光) for server procurement.
(IV) Impact of Related-Party Transactions on the Company's Financial Position and Operating Results During the reporting period, the related-party transactions of the Company primarily included related-party sales and purchases, remuneration paid to key management personnel, related-party leases, social insurance and housing provident fund payments made on behalf of the Company by related parties, entrusted R&D with related parties, and asset transfers from related parties. The prices of the relevant related-party transactions were determined in accordance with market-based principles, and the related-party transactions had legitimate commercial purposes. During the reporting period, the related-party transactions did not have any adverse impact on the Company's financial position and operating results.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
IX. Institutional Arrangements for Regulating Related-Party Transactions The Company has established corresponding institutional safeguards for regulating related-party transactions. In accordance with the Company Law and other laws and regulations, the Company has established a sound and well-regulated corporate governance structure, has engaged independent directors, and has formulated the Independent Director Working System to ensure the independence of the Board of Directors and the soundness of the corporate governance structure. To ensure that related-party transactions are conducted in an open, fair, and impartial manner, the Company has formulated the Articles of Association, Rules of Procedure for the General Meeting of Shareholders, Rules of Procedure for the Board of Directors, Independent Director Working System, and Measures for the Administration of Related-Party Transactions in accordance with the Company Law, Guidelines on the Articles of Association of Listed Companies, and other relevant laws, regulations, and normative documents, setting out detailed provisions on the decision-making authority and procedures for related-party transactions.
X. Procedures Followed for Related-Party Transactions During the Reporting Period and Independent Directors' Opinions on Related-Party Transactions (I) Procedures Followed for Related-Party Transactions At the 4th Meeting of the 1st Board of Directors and the 2nd Meeting of the 1st Board of Supervisors held on February 24, 2020, and at the 1st Extraordinary General Meeting of Shareholders of 2020 held on March 10, 2020, following abstention from voting by related directors and shareholders, the non-related directors and shareholders deliberated and approved the Proposal on Confirming the Related-Party Transactions of the Company for the Most Recent Three Years, thereby confirming the related-party transactions that occurred during the years 2017 to 2019.
At the above Board of Directors and Board of Supervisors meetings, the independent directors and members of the Board of Supervisors did not express any dissenting opinions.
In summary, the decision-making process for the related-party transactions that have occurred is consistent with the Articles of Association, related directors and related shareholders abstained from voting when deliberating the relevant transactions, and the independent directors and members of the Board of Supervisors did not express any dissenting opinions.
(II) Independent Directors' Opinions on Related-Party Transactions The independent directors of the Company expressed the following opinion regarding the related-party transactions of the Company during the reporting period:
"The formulation procedures for the Proposal on Confirming the Related-Party Transactions of the Company for the Most Recent Three Years, as deliberated at the 4th Meeting of the 1st Board of Directors, comply with the relevant provisions of the Company Law, the Securities Law, the Rules for Listing of Stocks on the STAR Market of Shanghai Stock Exchange, the Guiding Opinions on Establishing the Independent Director System in Listed Companies, and other relevant laws, regulations, rules, normative documents, and the Articles of Association.
When conducting the above related-party transactions, the Company acted based on the Company's business needs, and such transactions were commercially necessary and reasonable. The pricing of such related-party transactions is fair, and there are no circumstances that would affect the Company's independence or that are manifestly unfair. Such related-party transactions will not harm the legitimate rights and interests of the Company and its shareholders, particularly minority shareholders, nor will they have any material adverse impact on the Company's production and operations.
We unanimously agree with the content of this proposal and agree to submit this proposal to the 4th Meeting of the 1st Board of Directors for
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
XI. Measures Taken by the Company to Regulate and Reduce Related-Party Transactions (I) Continuously Improving Corporate Governance and Strictly Regulating Related-Party Transactions The Company has established corresponding institutional safeguards for regulating related-party transactions. In accordance with the Company Law and other laws and regulations, the Company has established a sound and well-regulated corporate governance structure, has engaged independent directors, and has formulated the Independent Director Working System to ensure the independence of the Board of Directors and the soundness of the corporate governance structure. To ensure that related-party transactions are conducted in an open, fair, and impartial manner, the Company has formulated the Articles of Association, Rules of Procedure for the General Meeting of Shareholders, Rules of Procedure for the Board of Directors, Independent Director Working System, and Measures for the Administration of Related-Party Transactions in accordance with the Company Law, Guidelines on the Articles of Association of Listed Companies, and other relevant laws, regulations, and normative documents, setting out detailed provisions on the decision-making authority and procedures for related-party transactions.
The Company is independent from all related parties in terms of business, organization, assets, personnel, and finances, and the Company possesses the ability to operate independently in the market. The Company will regulate and reduce related-party transactions based on actual circumstances and will prevent unnecessary related-party transactions from occurring. For normal related-party transactions that are beneficial to the Company's development and are expected to continue, the Company will continue to follow the open, fair, and impartial market principles, strictly observe the Company's decision-making procedures and the related-party abstention system, comply with the provisions of relevant contracts and agreements, fulfill its information disclosure obligations, and effectively safeguard the rights and interests of other shareholders.
(II) Letters of Undertaking Issued by the Controlling Shareholder, Actual Controller, and Shareholders Holding More Than 5% of the Shares To further regulate and reduce related-party transactions, the Company's controlling shareholder and actual controller Chen Tianshi, as well as shareholders holding more than 5% of the shares, have issued Letters of Undertaking on Regulating and Reducing Related-Party Transactions, with the specific undertakings as follows:
There are no circumstances in which the controlling shareholder, actual controller, shareholders holding more than 5% of the shares, or related parties have occupied the Company's funds, assets, or other resources, and there are no circumstances that remain unreturned or unresolved as of the date of issuance of this letter of undertaking.
At present and in the future, apart from necessary operational fund transactions, the controlling shareholder, actual controller, shareholders holding more than 5% of the shares, and related parties will strictly prohibit the occupation of the Company's funds and assets.
The controlling shareholder, actual controller, shareholders holding more than 5% of the shares, and related parties will endeavor to avoid or reduce related-party transactions with the Company. If unavoidable related-party transactions arise between the controlling shareholder, actual controller, shareholders holding more than 5% of the shares, or related parties and the Company, such transactions shall be conducted on an equal and voluntary basis, in accordance with the principles of fairness, impartiality, and equal compensation, with agreements signed in accordance with the law, legal procedures followed, and transaction prices determined at reasonable prices recognized by the market.
The controlling shareholder, actual controller, and shareholders holding more than 5% of the shares shall strictly comply with the provisions regarding related-party transactions set forth in the Company Law of the People's Republic of China, the Securities Law of the People's Republic of
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
China, the Rules for Listing of Stocks on the STAR Market of Shanghai Stock Exchange, and other laws, regulations, and normative documents, as well as the governance systems such as the Articles of Association of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司), shall sign agreements in accordance with the law, carry out the decision-making procedures for related-party transactions and abstention from voting procedures, and shall disclose information on related-party transactions in a timely manner.
The controlling shareholder, actual controller, and shareholders holding more than 5% of the shares shall not use related-party transactions to transfer or divert profits, and shall not use the Company's operational decision-making authority to harm the legitimate rights and interests of the Company and other shareholders.
The controlling shareholder, actual controller, and shareholders holding more than 5% of the shares shall compensate the Company and other shareholders for any losses caused by breaching or failing to fulfill the above undertakings. If the controlling shareholder, actual controller, or shareholders holding more than 5% of the shares fail to fulfill their compensation obligations to the Company, the cash dividends to which the controlling shareholder, actual controller, and shareholders holding more than 5% of the shares are entitled under the Company's profit distribution plan for the current year and subsequent years shall be temporarily withheld and not distributed, until the controlling shareholder, actual controller, and shareholders holding more than 5% of the shares have fulfilled this undertaking.
The above undertakings shall remain continuously effective after being issued, until the undertaking party is no longer the controlling shareholder, actual controller, or a shareholder holding more than 5% of the shares of the Company.
XII. Changes in Related Parties During the Reporting Period The main changes in the Company's related parties during the reporting period are as follows:
| No. | Name of Related Party | Changes in Related Party | |---|---|---| | 1 | Shanghai Hanwu Information Technology Co., Ltd. (上海涵武信息科技有限公司) | An enterprise in which the Company's controlling shareholder and actual controller Chen Tianshi served as a director during the reporting period; has been deregistered | | 2 | 360 Enterprise Security Technology (Beijing) Group Co., Ltd. (360企业安全技术（北京）集团有限公司) | An enterprise in which Company director Liu Liqun served as a director during the reporting period; has been deregistered | | 3 | Twenty-First Century Aerospace Technology Co., Ltd. (二十一世纪空间技术应用股份有限公司) | An enterprise in which Company director Liu Liqun served as a director during the reporting period; has resigned | | 4 | Beijing Zhongdian Huaqiang Welding Engineering Technology Co., Ltd. (北京中电华强焊接工程技术有限公司) | An enterprise in which Company director Liu Liqun served as a director during the reporting period; has resigned | | 5 | Suzhou Industrial Park Yuanhe Origin Venture Capital Management Co., Ltd. (苏州工业园区元禾原点创业投资管理有限公司) | An enterprise in which Company supervisor Kong Lingguo served as a director during the reporting period; has resigned | | 6 | Beijing Zhongle Duopin Culture Media Co., Ltd. (北京众乐多屏文化传媒有限公司) | An enterprise in which Company supervisor Kong Lingguo served as a director during the reporting period; has resigned | | 7 | Mingqi Technology Co., Ltd. (鸣岐科技有限公司) | An enterprise controlled by Company supervisor Kong Lingguo during the reporting period; has been transferred | | 8 | Beijing Xianming Education Technology Co., Ltd. (北京显名教育科技有限公司) | An enterprise in which Company supervisor Song Chunyu served as a director during the reporting period; has been deregistered | | 9 | Beijing Wenhuifu Technology Co., Ltd. (北京文惠付科技有限公司) | An enterprise in which Company supervisor Song Chunyu served as a director during the reporting period; has resigned | | 10 | Beijing Zhiling Haina Technology Co., Ltd. (北京志凌海纳科技有限公司) | An enterprise in which Company supervisor Song Chunyu served as a director during the reporting period; has resigned |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| 11 | Beijing Naijia Display Technology Co., Ltd. (北京耐德佳显示技术有限公司) | An enterprise in which Company supervisor Song Chunyu served as a director during the reporting period; has resigned | | 12 | Shenzhen Shijian Medical Technology Co., Ltd. (深圳视见医疗科技有限公司) | An enterprise in which Company supervisor Song Chunyu served as a director during the reporting period; has resigned | | 13 | Weger Gas Purification Technology (Suzhou) Co., Ltd. (威格气体纯化科技（苏州）股份有限公司) | An enterprise in which a close family member of Company director Zhang Peihen served as a director during the reporting period; has resigned | | 14 | Shi Feng (史峰) | Served as a director of the Company during the reporting period; has resigned | | 15 | Wang Zhiguo (王智国) | Served as a director of the Company during the reporting period; has resigned | | 16 | Guo Qi (郭崎) | Served as a director of the Company during the reporting period; has resigned | | 17 | Le Jinxin (乐金鑫) | Served as a supervisor of the Company during the reporting period; has resigned |
During the reporting period, the enterprises directly or indirectly controlled by, or in which the former directors, supervisors, and senior management of the Company served as directors or senior management during their terms of office were also related parties of the Company.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
I. Financial and Accounting Information Tianjian Certified Public Accountants (天健会计师) has audited the consolidated and company-level balance sheets of the Company as of December 31, 2017, December 31, 2018, and December 31, 2019, as well as the consolidated and company-level income statements, cash flow statements, and statements of changes in owners' equity for the years 2017, 2018, and 2019, and has issued an Audit Report bearing reference number "Tianjian Audit [2020] No. 338" with a standard unqualified opinion.
Unless otherwise specified, the financial data set forth in this section are derived from the Company's financial reports audited by Tianjian Certified Public Accountants (天健会计师), or calculated based on relevant data therein. The Company reminds investors to refer to and read the full financial statements and audit report attached to this prospectus in order to obtain complete financial and accounting information. Unless otherwise specified, the financial data set forth in this section are on a consolidated basis.
| Item | December 31, 2019 | December 31, 2018 | December 31, 2017 | |---|---|---|---| | **Current Assets:** | | | | | Monetary funds | 383,308,680.43 | 1,354,374,887.70 | 232,196,206.08 | | Financial assets measured at fair value with changes recognized in current profit or loss | - | - | 50,913,737.40 | | Notes receivable | - | - | - | | Accounts receivable | 64,608,654.82 | 32,644,376.60 | 4,410,913.02 | | Prepayments | 10,891,633.82 | 22,994,504.42 | 36,396,324.81 | | Other receivables | 12,655,254.19 | 18,555,264.88 | 4,611,656.91 | | Inventories | 51,065,453.41 | 5,148,516.80 | 49,401.71 | | Non-current assets due within one year | - | - | - | | Other current assets | 3,928,711,454.11 | 1,520,226,481.90 | 240,855,814.52 | | **Total current assets** | **4,451,241,130.78** | **2,953,944,032.30** | **569,434,054.45** | | **Non-current Assets:** | | | | | Debt financing | - | - | - | | Available-for-sale financial assets | - | - | - | | Other debt investments | - | - | - | | Held-to-maturity investments | - | - | - | | Long-term receivables | - | - | - | | Long-term equity investments | 1,360,309.18 | - | - | | Other equity instrument investments | - | - | - | | Other non-current financial assets | - | - | - | | Fixed assets | 86,047,880.47 | 40,506,434.76 | 7,049,837.51 | | Construction in progress | - | 407,006.89 | 4,191,299.65 | | Intangible assets | 119,150,110.53 | 35,445,492.71 | 3,091,811.98 | | Development expenditures | - | - | - | | Goodwill | - | - | - | | Long-term prepaid expenses | 6,910,010.44 | 3,985,549.07 | 220,706.02 | | Deferred tax assets | - | - | - | | Other non-current assets | 3,762,840.16 | 7,163,064.74 | 6,196,906.10 | | **Total non-current assets** | **217,231,150.78** | **87,507,548.17** | **20,750,561.26** | | **Total assets** | **4,668,472,281.56** | **3,041,451,580.47** | **590,184,615.71** | | **Current Liabilities:** | | | | | Short-term borrowings | - | - | - | | Notes payable | - | - | - | | Accounts payable | 124,913,859.29 | 22,399,487.29 | 881,107.07 | | Advances from customers | 1,194,744.75 | - | - | | Employee compensation payable | 84,494,619.15 | 35,717,396.88 | 8,781,633.34 | | Taxes payable | 25,692,593.97 | 6,629,099.73 | 996,950.51 | | Other payables | 1,679,257.80 | 2,383,028,489.09 | 495,979,588.12 | | Non-current liabilities due within one year | - | - | - | | Other current liabilities | - | - | - | | **Total current liabilities** | **237,975,074.96** | **2,447,774,472.99** | **506,639,279.04** | | **Non-current Liabilities:** | | | | | Long-term borrowings | - | - | - | | Bonds payable | - | - | - | | Long-term payables | - | - | - | | Long-term employee compensation payable | - | - | - | | Estimated liabilities | - | - | - | | Deferred income | 74,017,697.83 | 83,034,718.34 | … |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
Retained earnings (undistributed profits) Total equity attributable to shareholders of the parent company Minority interests
2. Consolidated Income Statement Unit: RMB Yuan | Item | FY 2019 | FY 2018 | FY 2017 | |---|---|---|---| | I. Operating revenue | 443,938,465.82 | 117,025,238.76 | 7,843,274.14 | | Less: Operating costs | 141,225,372.44 | 117,141.89 | 3,000.00 | | Taxes and surcharges | 2,550,349.44 | 1,116,731.87 | 107,691.24 | | Selling expenses | 19,013,061.90 | 6,215,957.88 | 120,000.00 | | General and administrative expenses | 1,056,078,874.58 | 44,075,626.99 | 372,041,386.95 | | Research and development expenses | 543,045,384.15 | 240,111,843.41 | 29,861,853.17 | | Financial expenses | -4,313,447.33 | -2,697,080.49 | -1,444,211.41 | | Of which: Interest expenses | - | - | - | | Interest income | 5,125,345.96 | 3,716,668.49 | 1,453,726.52 | | Add: Other income | 33,873,075.91 | 69,144,705.80 | 8,240,134.72 |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| | 103,975,338.16 | 62,381,326.90 | 2,992,160.45 | |---|---|---|---| | Of which: Investment income from associates and joint ventures | -8.92 | - | - | | Gains from derecognition of financial assets measured at amortized cost | - | - | - | | Net gains on hedging of net exposure (losses shown with "-" sign) | - | - | - | | Gains from changes in fair value (losses shown with "-" sign) | - | -913,737.40 | 913,737.40 | | Credit impairment losses (losses shown with "-" sign) | -174,935.00 | - | -2,329,542.21 | | Asset impairment losses (losses shown with "-" sign) | - | - | - | | Gains from disposal of assets (losses shown with "-" sign) | -28,796.72 | - | - | | II. Operating profit (losses shown with "-" sign) | -1,178,317,192.50 | -41,331,484.21 | -380,700,413.24 | | Add: Non-operating income | - | 285,613.79 | - | | Less: Non-operating expenses | 808,138.93 | 636.95 | - | | III. Total profit (total loss shown with "-" sign) | -1,179,125,331.43 | -41,046,507.37 | -380,700,413.24 | | Less: Income tax expense | - | - | - | | IV. Net profit (net loss shown with "-" sign) | -1,179,125,331.43 | -41,046,507.37 | -380,700,413.24 | | (I) Classified by continuity of operations: | | | | | 1. Net profit from continuing operations (net loss shown with "-" sign) | -1,179,125,331.43 | -41,046,507.37 | -380,700,413.24 | | 2. Net profit from discontinued operations (net loss shown with "-" sign) | - | - | - | | (II) Classified by ownership: | | | | | 1. Net profit attributable to owners of the parent company (net loss shown with "-" sign) | -1,178,985,649.53 | -41,046,507.37 | -380,700,413.24 | | 2. Minority interests profit and loss (net loss shown with "-" sign) | -139,681.90 | - | - | | V. Other comprehensive income, net of tax | - | - | - | | Other comprehensive income attributable to owners of the parent company, net of tax | - | - | - | | (I) Items that will not be reclassified to profit or loss | - | - | - | | (II) Items that will be reclassified to profit or loss | - | - | - | | Other comprehensive income attributable to minority shareholders, net of tax | - | - | - | | VI. Total comprehensive income | -1,179,125,331.43 | -41,046,507.37 | -380,700,413.24 | | Total comprehensive income attributable to owners of the parent company | -1,178,985,649.53 | -41,046,507.37 | -380,700,413.24 |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| | -139,681.90 | - | - | |---|---|---|---| | VII. Earnings per share: | | | | | (I) Basic earnings per share | -3.27 | - | - | | (II) Diluted earnings per share | -3.27 | - | - |
3. Consolidated Cash Flow Statement Unit: RMB Yuan | Item | FY 2019 | FY 2018 | FY 2017 | |---|---|---|---| | I. Cash flows from operating activities: | | | | | Cash received from sale of goods and rendering of services | 482,427,137.64 | 96,536,398.62 | 6,689,997.53 | | Tax refunds received | - | - | - | | Other cash received relating to operating activities | 156,361,257.63 | 109,768,203.63 | 42,391,705.34 | | Subtotal of cash inflows from operating activities | 638,788,395.27 | 206,304,602.25 | 49,081,702.87 | | Cash paid for goods and services | 184,682,399.88 | 9,486,230.73 | 316,764.69 | | Cash paid to and on behalf of employees | 298,188,212.94 | 93,006,413.47 | 15,127,091.14 | | Payments of various taxes | 7,875,204.00 | 7,012,283.29 | 560,846.42 | | Other cash paid relating to operating activities | 349,838,618.60 | 152,290,149.24 | 56,601,308.43 | | Subtotal of cash outflows from operating activities | 840,584,435.42 | 261,795,076.74 | 72,606,010.68 | | Net cash flows from operating activities | -201,796,040.15 | -55,490,474.49 | -23,524,307.81 | | II. Cash flows from investing activities: | | | | | Cash received from recovery of investments | 9,215,000,000.00 | 4,190,000,000.00 | 90,000,000.00 | | Cash received from investment income | 100,403,879.09 | 57,150,170.86 | 974,940.26 | | Net cash received from disposal of fixed assets, intangible assets and other long-term assets | - | 3,595.86 | - | | Net cash received from disposal of subsidiaries and other business units | - | - | - | | Other cash received relating to investing activities | 71,089.61 | 1,289,613.59 | - | | Subtotal of cash inflows from investing activities | 9,315,474,968.70 | 4,248,443,380.31 | 90,974,940.26 | | Cash paid for acquisition of fixed assets, intangible assets and other long-term assets | 156,213,969.49 | 74,855,491.69 | 20,644,931.31 | | Cash paid for investments | 11,599,000,000.00 | 5,395,000,000.00 | 380,000,000.00 | | Net cash paid for acquisition of subsidiaries and other business units | - | - | - | | Other cash paid relating to investing activities | 28,743,926.92 | - | - | | Subtotal of cash outflows from investing activities | 11,783,957,896.41 | 5,469,855,491.69 | 400,644,931.31 | | Net cash flows from investing activities | -2,468,482,927.71 | -1,221,412,111.38 | -309,669,991.05 |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| III. Cash flows from financing activities: | | | | |---|---|---|---| | Cash received from capital contributions | 1,699,953,608.25 | 2,405,074,781.24 | 495,937,526.25 | | Of which: Cash received from minority shareholders' capital contributions to subsidiaries | 1,500,000.00 | - | - | | Cash received from borrowings | - | - | - | | Other cash received relating to financing activities | - | - | - | | Subtotal of cash inflows from financing activities | 1,699,953,608.25 | 2,405,074,781.24 | 495,937,526.25 | | Cash repayments of borrowings | - | - | - | | Cash payments for distribution of dividends, profits or repayment of interest | - | - | - | | Of which: Dividends and profits paid to minority shareholders by subsidiaries | - | - | - | | Other cash paid relating to financing activities | - | - | - | | Subtotal of cash outflows from financing activities | - | - | - | | Net cash flows from financing activities | 1,699,953,608.25 | 2,405,074,781.24 | 495,937,526.25 | | IV. Effect of exchange rate changes on cash and cash equivalents | -740,847.66 | -993,513.75 | - | | V. Net (decrease)/increase in cash and cash equivalents | -971,066,207.27 | 1,127,178,681.62 | 162,743,227.39 | | Add: Opening balance of cash and cash equivalents | 1,354,374,887.70 | 227,196,206.08 | 64,452,978.69 | | VI. Closing balance of cash and cash equivalents | 383,308,680.43 | 1,354,374,887.70 | 227,196,206.08 |
(II) Parent Company Financial Statements 1. Parent Company Balance Sheet Unit: RMB Yuan | Item | 31 December 2019 | 31 December 2018 | 31 December 2017 | |---|---|---|---| | Current assets: | | | | | Monetary funds | 244,757,893.62 | 1,326,844,235.44 | 140,911,791.33 | | Trading financial assets | - | - | - | | Financial assets measured at fair value through profit or loss | - | - | - | | Derivative financial assets | - | - | - | | Notes receivable | - | - | - | | Accounts receivable | 53,444,271.54 | 32,159,876.60 | 4,410,913.02 | | Receivables financing | - | - | - | | Prepayments | 1,320,201.04 | 7,099,961.88 | 683,953.86 | | Other receivables | 6,167,772.83 | 16,542,125.58 | 4,428,283.70 |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| | 742.89 | 78,789.33 | 49,401.71 | |---|---|---|---| | Contract assets | - | - | - | | Assets held for sale | - | - | - | | Non-current assets due within one year | - | - | - | | Other current assets | 3,905,371,807.34 | 1,502,114,998.64 | 240,726,962.25 | | Total current assets | 4,211,062,689.26 | 2,884,839,987.47 | 442,125,043.27 | | Non-current assets: | | | | | Debt investments | - | - | - | | Available-for-sale financial assets | - | - | - | | Other debt investments | - | - | - | | Held-to-maturity investments | - | - | - | | Long-term receivables | - | - | - | | Long-term equity investments | 533,844,536.20 | 142,050,000.00 | 100,000,000.00 | | Other equity instrument investments | - | - | - | | Other non-current financial assets | - | - | - | | Investment properties | - | - | - | | Fixed assets | 19,438,591.70 | 8,323,443.98 | 784,107.84 | | Construction in progress | - | 407,006.89 | - | | Bearer biological assets | - | - | - | | Oil and gas assets | - | - | - | | Right-of-use assets | - | - | - | | Intangible assets | 11,754,764.22 | 16,145,700.69 | 18,900.70 | | Development expenditures | - | - | - | | Goodwill | - | - | - | | Long-term prepaid expenses | 1,161,377.06 | 1,067,298.71 | 66,762.06 | | Deferred tax assets | - | - | - | | Other non-current assets | 281,909.70 | 55,000.00 | - | | Total non-current assets | 566,481,178.88 | 168,048,450.27 | 100,869,770.60 | | Total assets | 4,777,543,868.14 | 3,052,888,437.74 | 542,994,813.87 | | Current liabilities: | | | | | Short-term borrowings | - | - | - | | Trading financial liabilities | - | - | - |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| Item | Year 2019 | Year 2018 | Year 2017 | |---|---|---|---| | I. Operating revenue | 354,695,417.40 | 119,576,960.09 | 7,712,749.87 | | Less: Operating costs | 219,272,818.74 | 3,659,429.22 | - | | Taxes and surcharges | 2,335,049.34 | 1,022,894.34 | 38,322.99 | | Selling expenses | 11,850,311.14 | 2,457,440.37 | - | | Administrative expenses | 1,023,060,325.19 | 31,038,537.88 | 370,346,927.27 | | R&D expenses | 211,067,433.97 | 80,072,185.78 | 16,908,892.36 | | Financial expenses | -3,395,416.50 | -2,135,925.64 | -1,284,634.39 | | Of which: Interest expenses | - | - | - | | Interest income | 3,817,301.98 | 3,139,755.27 | 1,288,787.16 | | Plus: Other income | 1,807,248.26 | 2,740,000.00 | 1,008,420.64 | | Investment income (losses expressed with "-") | 103,830,875.18 | 62,381,326.90 | 2,992,160.45 | | Of which: Investment income from associates and joint ventures | -139,690.82 | - | - | | Gains from derecognition of financial assets measured at amortized cost | - | - | - | | Net hedging gains (losses expressed with "-") | - | - | - | | Fair value change gains (losses expressed with "-") | - | -913,737.40 | 913,737.40 | | Credit impairment losses (losses expressed with "-") | -742.90 | - | - | | Asset impairment losses (losses expressed with "-") | - | - | - | | Gains from asset disposal (losses expressed with "-") | - | - | -27,049.90 |
| II. Operating profit (losses expressed with "-") | -1,003,884,773.84 | 67,669,987.64 | -373,382,439.87 | |---|---|---|---| | Plus: Non-operating income | - | 34,295.22 | - | | Less: Non-operating expenses | 746,589.52 | 82.54 | - | | III. Total profit (total losses expressed with "-") | -1,004,631,363.36 | 67,704,200.32 | -373,382,439.87 | | Less: Income tax expenses | - | - | - | | IV. Net profit (net losses expressed with "-") | -1,004,631,363.36 | 67,704,200.32 | -373,382,439.87 | | (I) Classified by continuity of operations: | | | | | 1. Net profit from continuing operations (net losses expressed with "-") | -1,004,631,363.36 | 67,704,200.32 | -373,382,439.87 | | 2. Net profit from discontinued operations (net losses expressed with "-") | - | - | - | | (II) Classified by ownership: | | | | | 1. Net profit attributable to owners of the parent company (net losses expressed with "-") | -1,004,631,363.36 | 67,704,200.32 | -373,382,439.87 | | 2. Non-controlling interests' profit or loss (net losses expressed with "-") | - | - | - | | V. Other comprehensive income, net of tax | - | - | - | | Other comprehensive income attributable to owners of the parent company, net of tax | - | - | - | | (I) Items that cannot be reclassified into profit or loss | - | - | - | | (II) Items that will be reclassified into profit or loss | - | - | - | | Other comprehensive income attributable to non-controlling interests, net of tax | - | - | - | | VI. Total comprehensive income | -1,004,631,363.36 | 67,704,200.32 | -373,382,439.87 | | Total comprehensive income attributable to owners of the parent company | - | - | - | | Total comprehensive income attributable to non-controlling interests | - | - | - | | VII. Earnings per share | | | | | (I) Basic earnings per share | - | - | - | | (II) Diluted earnings per share | - | - | - |
| Item | Year 2019 | Year 2018 | Year 2017 | |---|---|---|---| | **I. Cash flows from operating activities:** | | | | | Cash received from sales of goods and rendering of services | 375,227,591.68 | 98,957,716.52 | 6,551,697.53 |
| Tax refunds received | - | - | - | |---|---|---|---| | Cash received relating to other operating activities | 106,562,751.98 | 11,348,134.35 | 2,300,893.14 | | **Sub-total of cash inflows from operating activities** | 481,790,343.66 | 110,305,850.87 | 8,852,590.67 | | Cash paid for goods purchased and services received | 196,594,107.39 | 5,262,854.78 | 205,597.62 | | Cash paid to and on behalf of employees | 173,268,833.99 | 55,009,144.34 | 8,535,578.99 | | Taxes paid | 7,486,426.00 | 6,827,726.44 | 556,337.34 | | Cash paid relating to other operating activities | 172,349,284.70 | 47,490,828.13 | 16,020,349.75 | | **Sub-total of cash outflows from operating activities** | 549,698,652.08 | 114,590,553.69 | 25,317,863.70 | | **Net cash flows from operating activities** | -67,908,308.42 | -4,284,702.82 | -16,465,273.03 | | **II. Cash flows from investing activities:** | | | | | Cash received from investment recovery | 9,215,000,408.92 | 4,190,000,000.00 | 90,000,000.00 | | Cash received from investment income | 100,403,879.09 | 57,150,170.86 | 974,940.26 | | Net cash received from disposal of fixed assets, intangible assets and other long-term assets | - | - | - | | Net cash received from disposal of subsidiaries and other business units | - | - | - | | Cash received relating to other investing activities | - | - | - | | **Sub-total of cash inflows from investing activities** | 9,315,404,288.01 | 4,247,150,170.86 | 90,974,940.26 | | Cash paid for acquisition of fixed assets, intangible assets and other long-term assets | 36,696,324.43 | 18,964,291.42 | 1,397,455.51 | | Cash paid for investments | 11,990,515,190.00 | 5,435,040,000.00 | 479,800,000.00 | | Net cash paid for acquisition of subsidiaries and other business units | 424,227.02 | 2,010,000.00 | - | | Cash paid relating to other investing activities | - | - | - | | **Sub-total of cash outflows from investing activities** | 12,027,635,741.45 | 5,456,014,291.42 | 481,197,455.51 | | **Net cash flows from investing activities** | -2,712,231,453.44 | -1,208,864,120.56 | -390,222,515.25 | | **III. Cash flows from financing activities:** | | | | | Cash received from capital contributions | 1,698,453,608.25 | 2,405,074,781.24 | 495,937,526.25 | | Of which: Cash received from minority shareholders' capital contributions to subsidiaries | - | - | - | | Cash received from borrowings | - | - | - | | Cash received relating to other financing activities | - | - | - | | **Sub-total of cash inflows from financing activities** | 1,698,453,608.25 | 2,405,074,781.24 | 495,937,526.25 |
| Cash paid for debt repayment | - | - | - | |---|---|---|---| | Cash paid for distribution of dividends, profits or repayment of interest | - | - | - | | Of which: Dividends and profits paid by subsidiaries to minority shareholders | - | - | - | | Cash paid relating to other financing activities | - | - | - | | **Sub-total of cash outflows from financing activities** | - | - | - | | **Net cash flows from financing activities** | 1,698,453,608.25 | 2,405,074,781.24 | 495,937,526.25 | | IV. Effect of exchange rate changes on cash and cash equivalents | -400,188.21 | -993,513.75 | - | | V. Net (decrease)/increase in cash and cash equivalents | -1,082,086,341.82 | 1,190,932,444.11 | 89,249,737.97 | | Plus: Opening balance of cash and cash equivalents | 1,326,844,235.44 | 135,911,791.33 | 46,662,053.36 | | **VI. Closing balance of cash and cash equivalents** | 244,757,893.62 | 1,326,844,235.44 | 135,911,791.33 |
Tianjian Certified Public Accountants (天健会计师) audited the financial statements of Cambricon (寒武纪), including the consolidated and parent company balance sheets as of December 31, 2017, December 31, 2018, and December 31, 2019, the consolidated and parent company income statements, the consolidated and parent company cash flow statements, the consolidated and parent company statements of changes in shareholders' equity for the years 2017, 2018, and 2019, and the related notes to the financial statements.
Tianjian Certified Public Accountants issued a standard unqualified audit report (Tianjian Audit [2020] No. 338) for Cambricon (寒武纪), stating that the financial statements were prepared in all material respects in accordance with the Accounting Standards for Business Enterprises, and fairly reflected the consolidated and parent company financial position of Cambricon (寒武纪) as of December 31, 2017, December 31, 2018, and December 31, 2019, as well as the consolidated and parent company operating results and cash flows for the years 2017, 2018, and 2019.
Key audit matters are those matters that Tianjian Certified Public Accountants, based on professional judgment, considered to be of most significance to the audit of the financial statements for the years 2017, 2018, and 2019. These matters were addressed in the context of the audit of the financial statements as a whole and in forming the audit opinion thereon, and Tianjian Certified Public Accountants does not express a separate opinion on these matters.
Relevant accounting years: Year 2017, Year 2018, Year 2019.
Cambricon's (寒武纪) operating revenue is mainly derived from the sale of terminal intelligent processor IP, cloud intelligent chips and accelerator cards, and intelligent computing cluster systems. For fiscal years 2017, 2018, and 2019, Cambricon's operating revenue amounted to RMB 7,843,300, RMB 117,025,200, and RMB 443,938,500, respectively (784.33万元, 11,702.52万元, and 44,393.85万元).
Since operating revenue is one of Cambricon's key performance indicators, there is an inherent risk that management may use inappropriate revenue recognition to achieve specific targets or expectations. Accordingly, Tianjian Accountants (天健会计师) identified revenue recognition as a key audit matter.
The audit procedures implemented by Tianjian Accountants with respect to revenue recognition mainly include:
1) Understanding the key internal controls related to revenue recognition, evaluating the design of these controls, determining whether they have been implemented, and testing the operating effectiveness of the relevant internal controls;
2) Examining major sales contracts, identifying terms related to the transfer of significant risks and rewards of ownership of goods, and evaluating whether the revenue recognition policy complies with the requirements of the Accounting Standards for Business Enterprises;
3) Performing substantive analytical procedures on operating revenue and gross profit margins by month, product, and customer, to identify whether there are significant or unusual fluctuations and to ascertain the reasons for such fluctuations;
4) For revenue from terminal intelligent processor IP license sales, examining supporting documents such as sales contracts, customer confirmation records, and acceptance reports on a sampling basis; for revenue from cloud intelligent chips and accelerator card product sales, examining supporting documents related to revenue recognition on a sampling basis, including sales contracts, purchase orders, sales invoices, warehouse release documents, delivery notes, shipping documents, and customer signed receipts; for revenue from intelligent computing cluster systems, examining supporting documents such as sales contracts, sales invoices, delivery notes, and customer acceptance reports;
5) In conjunction with accounts receivable confirmation, sending confirmation letters to major customers regarding the current period's sales amounts on a sampling basis;
7) On a sampling basis, tracing operating revenue recognized before and after the balance sheet date to supporting documents such as warehouse release documents, delivery notes, and customer signed receipts, to evaluate whether operating revenue is recognized in the appropriate period;
8) Examining whether information related to operating revenue has been appropriately presented in the financial statements.
Relevant accounting years: fiscal years 2017, 2018, and 2019.
During fiscal years 2017, 2018, and 2019, Cambricon implemented multiple equity incentive schemes, and the share-based payment expenses recognized were RMB 363,985,700, RMB 174,800, and RMB 943,794,400, respectively (36,398.57万元, 17.48万元, and 94,379.44万元).
Since the amount of share-based payment expenses is significant, and the recognition and measurement of share-based payments involve significant estimates and judgments by management, Tianjian Accountants identified share-based payments as a key audit matter.
The audit procedures implemented by Tianjian Accountants with respect to revenue recognition mainly include:
1) Understanding the reasons for the formation of share-based payments and the process of recognition;
2) Reviewing relevant shareholder meeting resolutions, equity incentive plans, and partnership agreements of shareholding platforms and other documents;
3) Obtaining and examining the detailed schedules of share-based payments, and verifying information such as the number of shares granted;
4) Understanding and evaluating the reasonableness of the method used to determine the fair value of the relevant share-based payments;
5) Reviewing management's calculation schedules for share-based payment expenses and checking the accuracy of the data;
6) Evaluating whether the relevant accounting treatment of share-based payments complies with the relevant provisions of the Accounting Standards for Business Enterprises, and examining whether information related to share-based payments has been appropriately presented in the financial statements.
(V) Basis of Preparation of Financial Statements, Scope of Consolidated Financial Statements, and Changes Thereto
The Company's financial statements are prepared on a going concern basis.
There are no matters or circumstances that give rise to significant doubt about the Company's ability to continue as a going concern within 12 months from the end of the reporting period.
During the reporting period, the entities included in the Company's consolidation scope are shown in the table below:
| No. | Subsidiary Name | Place of Registration | Date of Establishment | Method of Acquisition | FY2019 | FY2018 | FY2017 | |---|---|---|---|---|---|---|---| | 1 | Shanghai Cambricon (上海寒武纪) | Shanghai | April 20, 2016 | Incorporation | Yes | Yes | Yes | | 2 | Xiongan Cambricon (雄安寒武纪) | Baoding | December 28, 2017 | Incorporation | Yes | Yes | Yes | | 3 | Shanghai Semiconductor (上海半导体) | Shanghai | July 18, 2016 | Incorporation | Deregistered in October 2019 | Yes | Yes | | 4 | Nanjing Aixi (南京艾溪) | Nanjing | May 12, 2015 | Business combination not under common control | Yes | Yes | No | | 5 | Anhui Cambricon (安徽寒武纪) | Hefei | April 30, 2019 | Incorporation | Yes | No | No | | 6 | Suzhou Cambricon (苏州寒武纪) | Suzhou | December 29, 2015 | Business combination not under common control | Yes | No | No | | 7 | Qinzhi Technology (琴智科技) | Zhuhai | August 8, 2019 | Incorporation | August–December 2019 | No | No | | 8 | Hong Kong Cambricon (香港寒武纪) | Hong Kong | April 1, 2019 | Incorporation | Yes | No | No |
In December 2017, Xiongan Cambricon was included in the scope of consolidated financial statements upon its establishment.
In April 2019, Anhui Cambricon was included in the scope of consolidated financial statements upon its establishment.
In August 2019, the Company, together with Hengqin Zhizi (横琴智子) and Zhuhai Dahengqin Technology Development Co., Ltd. (珠海大横琴科技发展有限公司), jointly invested to establish Qinzhi Technology, with a registered capital of RMB 5,000,000 (500.00万元). The Company contributed RMB 1,500,000 (150.00万元), representing 30.00% of its registered capital, while Hengqin Zhizi held 40% of its registered capital. Prior to December 2019, the Company, as the executive partner of Hengqin Zhizi, could decide the investment and other business matters of the partnership, and therefore included Qinzhi Technology in the consolidation scope due to the Company's control over it prior to December 2019. In December 2019, all partners of Hengqin Zhizi amended the partnership agreement, which stipulated that major operational decisions, external investments, and other matters of the partnership required unanimous consent of all partners before being authorized for execution by the general partner; simultaneously, the Company was changed from a general partner to a limited partner. Therefore, from December 2019, the Company is no longer able to control Qinzhi Technology and has ceased to include it in the consolidation scope.
In April 2019, Hong Kong Cambricon was included in the scope of consolidated financial statements upon its establishment.
In December 2018, the Company acquired 100.00% of the equity interest in Nanjing Aixi (南京艾溪) held by Chen Yunji (陈云霁), Chen Tianshi (陈天石), Qian Cheng (钱诚), and Li Zhen (李振) for RMB 2,010,000 (201.00万元), and accordingly included it in the scope of consolidated financial statements from December 2018.
In March 2019, the Company acquired 100.00% of the equity interest in Suzhou Cambricon (苏州寒武纪) held by Chen Tianshi (陈天石) and Chen Yunji (陈云霁) for RMB 424,200 (42.42万元), and accordingly included it in the scope of consolidated financial statements from March 2019.
The Company completed the industrial and commercial registration of the deregistration of Shanghai Semiconductor (上海半导体) in October 2019.
The financial statements prepared by the Company comply with the requirements of the Accounting Standards for Business Enterprises and truthfully and completely reflect the Company's financial position, operating results, cash flows, and other relevant information.
The Company's fiscal year runs from January 1 to December 31 of each calendar year. The reporting period for this filing is from January 1, 2017 to December 31, 2019.
The Company uses 12 months as the classification criterion for the liquidity of assets and liabilities.
The Company uses Renminbi (RMB) as its functional currency.
(V) Accounting Treatment Methods for Business Combinations Under Common Control and Not Under Common Control
The assets and liabilities acquired by the Company in a business combination are measured at the carrying amounts as reported in the consolidated financial statements of the ultimate controlling party at the date of combination. The Company adjusts capital surplus for the difference between the carrying amount of the share of the acquiree's owners' equity as reported in the consolidated financial statements of the ultimate controlling party and the carrying amount of the consideration paid or the total par value of shares issued; where the capital surplus is insufficient to offset, the retained earnings are adjusted accordingly.
At the acquisition date, the Company recognizes as goodwill the excess of the cost of combination over the fair value of the identifiable net assets of the acquiree obtained in the combination; if the cost of combination is less than the fair value of the identifiable net assets of the acquiree obtained in the combination, the Company first reviews the measurement of the fair values of the identifiable assets, liabilities, and contingent liabilities of the acquiree and the measurement of the cost of combination. If after the review the cost of combination is still less than the fair value of the identifiable net assets of the acquiree obtained in the combination, the difference is recognized in profit or loss for the current period.
The parent company consolidates all subsidiaries it controls into the consolidated financial statements. The consolidated financial statements are prepared by the parent company based on the financial statements of the parent company and its subsidiaries, together with other relevant information, in accordance with Accounting Standard for Business Enterprises No. 33 — Consolidated Financial Statements.
Financial assets are classified into the following three categories upon initial recognition: 1) financial assets measured at amortized cost; 2) financial assets measured at fair value with changes recognized in other comprehensive income; 3) financial assets measured at fair value with changes recognized in profit or loss for the current period.
Financial liabilities are classified into the following four categories upon initial recognition: 1) financial liabilities measured at fair value with changes recognized in profit or loss for the current period; 2) financial liabilities arising from transfers of financial assets that do not qualify for derecognition or from continuing involvement in transferred financial assets; 3) financial guarantee contracts that do not fall within category 1) or 2) above, and loan commitments that do not fall within category 1) above and involve lending at below-market interest rates; 4) financial liabilities measured at amortized cost.
(2) Criteria for Recognition, Measurement Methods, and Conditions for Derecognition of Financial Assets and Financial Liabilities
1) Criteria for Recognition and Initial Measurement Methods for Financial Assets and Financial Liabilities
The Company recognizes a financial asset or financial liability when it becomes a party to a financial instrument contract. Financial assets or financial liabilities are measured at fair value upon initial recognition; for financial assets and financial liabilities measured at fair value with changes recognized in profit or loss for the current period, the relevant transaction costs are directly recognized in profit or loss for the current period; for other categories of financial assets or financial liabilities, the relevant transaction costs are included in the initially recognized amount. However, accounts receivable initially recognized by the Company that do not contain a significant financing component, or where the Company elects not to consider the financing component in contracts not exceeding one year, are initially measured at the transaction price.
Subsequently measured at amortized cost using the effective interest method. Gains or losses arising from financial assets measured at amortized cost that are not part of any hedging relationship are recognized in profit or loss for the current period upon derecognition, reclassification, amortization using the effective interest method, or recognition of impairment.
② Debt instrument investments measured at fair value with changes recognized in other comprehensive income
Subsequently measured at fair value. Interest calculated using the effective interest method, impairment losses or gains, and exchange gains and losses are recognized in profit or loss for the current period, while other gains or losses are recognized in other comprehensive income. Upon derecognition, the cumulative gains or losses previously recognized in other comprehensive income are transferred out of other comprehensive income and recognized in profit or loss for the current period.
③ Equity instrument investments measured at fair value with changes recognized in other comprehensive income
Subsequently measured at fair value. Dividends received (except for those that form part of the recovery of the cost of investment) are recognized in profit or loss for the current period, while other gains or losses are recognized in other comprehensive income. Upon derecognition, the cumulative gains or losses previously recognized in other comprehensive income are transferred out of other comprehensive income and recognized in retained earnings.
④ Financial assets measured at fair value with changes recognized in profit or loss for the current period
Subsequently measured at fair value, and gains or losses arising therefrom (including interest and dividend income) are recognized in profit or loss for the current period, unless the financial asset is part of a hedging relationship.
① Financial liabilities measured at fair value with changes recognized in profit or loss for the current period
Such financial liabilities include trading financial liabilities (including derivative instruments that are financial liabilities) and financial liabilities designated as measured at fair value with changes recognized in profit or loss for the current period. Such financial liabilities are subsequently measured at fair value. The amount of change in fair value of financial liabilities designated as measured at fair value with changes recognized in profit or loss for the current period that is attributable to changes in the Company's own credit risk is recognized in other comprehensive income, unless such treatment would create or enlarge an accounting mismatch in profit or loss. Other gains or losses arising from such financial liabilities (including interest expense and changes in fair value other than those attributable to changes in the Company's own credit risk) are recognized in profit or loss for the current period, unless the financial liability is part of a hedging relationship. Upon derecognition, the cumulative gains or losses previously recognized in other comprehensive income are transferred out of other comprehensive income and recognized in retained earnings.
② Financial liabilities arising from transfers of financial assets that do not qualify for derecognition or from continuing involvement in transferred financial assets
Measured in accordance with the relevant provisions of Accounting Standard for Business Enterprises No. 23 — Transfer of Financial Assets.
③ Financial guarantee contracts that do not fall within category ① or ② above, and loan commitments that do not fall within category ① above and involve lending at below-market interest rates
Subsequently measured after initial recognition at the higher of the following two amounts: A. the amount of the loss allowance determined in accordance with the impairment provisions for financial instruments; B. the balance of the initially recognized amount less the cumulative amortization determined in accordance with the relevant provisions.
Measured at amortized cost using the effective interest method. Gains or losses arising from financial liabilities measured at amortized cost that are not part of any hedging relationship are recognized in profit or loss for the current period upon derecognition or amortization using the effective interest method.
B. The financial asset has been transferred, and such transfer meets the conditions for derecognition of financial assets as set out in Accounting Standard for Business Enterprises No. 23 — Transfer of Financial Assets.
② A financial liability (or a part thereof) is derecognized when the present obligation of the financial liability (or that part thereof) has been discharged.
Where the Company has transferred substantially all the risks and rewards of ownership of a financial asset, the financial asset is derecognized, and the rights and obligations arising from or retained in the transfer are separately recognized as assets or liabilities; where the Company has retained substantially all the risks and rewards of ownership of a financial asset, the transferred financial asset continues to be recognized. Where the Company has neither transferred nor retained substantially all the risks and rewards of ownership of a financial asset, the following situations are dealt with separately: 1) where the Company has not retained control over the financial asset, the financial asset is derecognized, and the rights and obligations arising from or retained in the transfer are separately recognized as assets or liabilities; 2) where the Company has retained control over the financial asset, the relevant financial asset is recognized to the extent of the Company's continuing involvement in the transferred financial asset, and the relevant liability is recognized accordingly.
Where the entire transfer of a financial asset meets the conditions for derecognition, the difference between the following two amounts is recognized in profit or loss for the current period: 1) the carrying amount of the transferred financial asset at the date of derecognition; 2) the sum of the consideration received from the transfer and the amount corresponding to the portion derecognized from the cumulative amount of fair value changes previously recognized directly in other comprehensive income (where the financial asset transferred involves debt instrument investments measured at fair value with changes recognized in other comprehensive income). Where a part of a financial asset is transferred and that transferred part as a whole meets the conditions for derecognition, the carrying amount of the financial asset as a whole prior to the transfer is allocated between the derecognized portion and the continuing recognized portion according to their respective relative fair values at the date of transfer.
allocated, and the difference between the following two amounts is recognized in profit or loss for the current period: 1) the carrying amount of the derecognized portion; 2) the sum of the consideration for the derecognized portion and the corresponding amount of the cumulative fair value changes previously recognized directly in other comprehensive income attributable to the derecognized portion (where the financial asset transferred is a debt instrument investment measured at fair value with changes recognized in other comprehensive income).
The Company uses valuation techniques that are applicable under the current circumstances and are supported by sufficient available data and other information to determine the fair value of the relevant financial assets and financial liabilities. The Company categorizes the inputs used in valuation techniques into the following hierarchy and uses them in the following order:
1) Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities obtainable on the measurement date;
2) Level 2 inputs are inputs other than Level 1 inputs that are directly or indirectly observable for the relevant asset or liability, including: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; observable inputs other than quoted prices, such as interest rates and yield curves observable at commonly quoted intervals; market-corroborated inputs, etc.;
3) Level 3 inputs are unobservable inputs for the relevant asset or liability, including interest rates that cannot be directly observed or verified by observable market data, stock volatility, future cash flows of decommissioning obligations assumed in business combinations, financial forecasts made using the entity's own data, etc.
The Company performs impairment assessments and recognizes loss allowances on the basis of expected credit losses for: financial assets measured at amortized cost; debt instrument investments measured at fair value with changes recognized in other comprehensive income; lease receivables; loan commitments other than those classified as financial liabilities measured at fair value through profit or loss; and financial guarantee contracts that are neither financial liabilities measured at fair value through profit or loss, nor financial liabilities arising from transfers of financial assets that fail to qualify for derecognition or from continued involvement in transferred financial assets.
Expected credit loss refers to the probability-weighted average of credit losses on a financial instrument, weighted by the risk of default.
Credit loss refers to the difference between all contractual cash flows receivable under the contract discounted at the original effective interest rate and all cash flows expected to be received—i.e., the present value of all cash shortfalls. For financial assets that are purchased or originated credit-impaired, the Company discounts at the credit-adjusted effective interest rate of that financial asset.
For financial assets that are purchased or originated credit-impaired, the Company recognizes at the balance sheet date only the cumulative changes in lifetime expected credit losses since initial recognition as a loss allowance.
For trade receivables that do not contain a significant financing component, or where the Company has elected not to adjust for a financing component for contracts of no more than one year, the Company applies the simplified approach and measures the loss allowance at an amount equal to lifetime expected credit losses.
For lease receivables and trade receivables that contain a significant financing component, the Company applies the simplified approach and measures the loss allowance at an amount equal to lifetime expected credit losses.
For financial assets other than those measured using the above methods, the Company assesses at each balance sheet date whether the credit risk has increased significantly since initial recognition. If the credit risk has increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to lifetime expected credit losses; if the credit risk has not increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to expected credit losses within the next 12 months on that financial instrument.
The Company uses reasonable and supportable information available, including forward-looking information, to determine whether the credit risk of a financial instrument has increased significantly since initial recognition, by comparing the risk of default at the balance sheet date with the risk of default at the date of initial recognition.
At the balance sheet date, if the Company determines that a financial instrument has only a low credit risk, it assumes that the credit risk of that financial instrument has not increased significantly since initial recognition.
The Company assesses expected credit risk and measures expected credit losses on the basis of individual financial instruments or portfolios of financial instruments. When assessed on a portfolio basis, the Company groups financial instruments into different portfolios based on shared credit risk characteristics.
The Company remeasures expected credit losses at each balance sheet date, and the resulting increase or reversal in the loss allowance is recognized in profit or loss as an impairment loss or gain. For financial assets measured at amortized cost, the loss allowance reduces the carrying amount of the financial asset as presented in the balance sheet; for debt investments measured at fair value with changes recognized in other comprehensive income, the Company recognizes the loss allowance in other comprehensive income without reducing the carrying amount of the financial asset.
**2) Financial Instruments for Which Expected Credit Risk Is Assessed and Expected Credit Losses Are Measured on a Portfolio Basis**
| Item | Basis for Determining Portfolio | Method for Measuring Expected Credit Losses | |---|---|---| | Other receivables — Special recognition portfolio (housing deposits, security deposits, and employee petty cash) | Nature of the receivable | With reference to historical credit loss experience, combined with current conditions and forecasts of future economic conditions, expected credit losses are calculated using the default risk exposure and the expected credit loss rate for the next 12 months or the entire lifetime | | Other receivables — Intra-consolidation related party portfolio | Intra-consolidation related parties share similar credit risk | With reference to historical credit loss experience, combined with current conditions and forecasts of future economic conditions, expected credit losses are calculated using the default risk exposure and the expected credit loss rate for the next 12 months or the entire lifetime | | Other receivables — Other extra-consolidation related party portfolio | Other extra-consolidation related parties share similar credit risk | With reference to historical credit loss experience, combined with current conditions and forecasts of future economic conditions, expected credit losses are calculated using the default risk exposure and the expected credit loss rate for the next 12 months or the entire lifetime |
| Item | Basis for Determining Portfolio | Method for Measuring Expected Credit Losses | |---|---|---| | Notes receivable — Bank acceptance bills | Type of bill | With reference to historical credit loss experience, combined with current conditions and forecasts of future economic conditions, expected credit losses are calculated using the default risk exposure and the lifetime expected credit loss rate | | Notes receivable — Commercial acceptance bills | Type of bill | With reference to historical credit loss experience, combined with current conditions and forecasts of future economic conditions, a comparison table of aging of notes receivable and lifetime expected credit loss rates is prepared to calculate expected credit losses | | Accounts receivable — Intra-consolidation related party portfolio | Intra-consolidation related parties | With reference to historical credit loss experience, combined with current conditions and forecasts of future economic conditions, expected credit losses are calculated using the default risk exposure and the lifetime expected credit loss rate | | Accounts receivable — Aging portfolio | Receivables with the same aging share similar credit risk | With reference to historical credit loss experience, combined with current conditions and forecasts of future economic conditions, a comparison table of aging of accounts receivable and lifetime expected credit loss rates is prepared to calculate expected credit losses |
**② Comparison Table of Aging vs. Lifetime Expected Credit Loss Rates for Commercial Acceptance Bills Receivable and the Accounts Receivable Aging Portfolio**
| Aging | Expected Credit Loss Rate for Commercial Acceptance Bills (%) | Expected Credit Loss Rate for Accounts Receivable (%) | |---|---|---| | Within 3 months (inclusive, same below) | 0 | 0 | | 3–12 months | 5 | 5 | | 1–2 years | 10 | 10 | | 2–3 years | 30 | 30 | | Over 3 years | 100 | 100 |
Financial assets and financial liabilities are presented separately in the balance sheet and are not offset against each other. However, where both of the following conditions are simultaneously met, the Company presents them on a net basis after offsetting in the balance sheet: 1) the Company has a legally enforceable right to offset the recognized amounts, and such legal right is currently enforceable; and 2) the Company intends to settle on a net basis, or to realize the financial asset and settle the financial liability simultaneously.
For transfers of financial assets that do not qualify for derecognition, the Company does not offset the transferred financial assets against the associated liabilities.
Financial assets are classified into the following four categories upon initial recognition: financial assets measured at fair value through profit or loss (including trading financial assets and financial assets designated at initial recognition as measured at fair value through profit or loss); held-to-maturity investments; loans and receivables; and available-for-sale financial assets.
Financial liabilities are classified into the following two categories upon initial recognition: financial liabilities measured at fair value through profit or loss (including trading financial liabilities and financial liabilities designated at initial recognition as measured at fair value through profit or loss); and other financial liabilities.
**(2) Basis for Recognition, Measurement Methods, and Derecognition Conditions for Financial Assets and Financial Liabilities**
The Company recognizes a financial asset or financial liability when it becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are initially measured at fair value; for financial assets and financial liabilities measured at fair value through profit or loss, related transaction costs are directly recognized in profit or loss for the current period; for other categories of financial assets or financial liabilities, related transaction costs are included in the amount initially recognized.
The Company subsequently measures financial assets at fair value without deducting transaction costs that may be incurred on the future disposal of such financial assets, except in the following cases: 1) held-to-maturity investments and loans and receivables are measured at amortized cost using the effective interest rate method; 2) equity instrument investments that do not have a quoted price in an active market and whose fair value cannot be reliably measured, as well as derivative financial assets that are linked to such equity instruments and must be settled by delivery of such equity instruments, are measured at cost.
The Company subsequently measures financial liabilities at amortized cost using the effective interest rate method, except in the following cases: 1) financial liabilities measured at fair value through profit or loss are measured at fair value without deducting transaction costs that may be incurred when settling the financial liability in the future; 2) derivative financial liabilities that are linked to equity instruments that do not have a quoted price in an active market and whose fair value cannot be reliably measured, and that must be settled by delivery of such equity instruments, are measured at cost; 3) financial guarantee contracts that are not designated as financial liabilities measured at fair value through profit or loss, or loan commitments that are not designated as measured at fair value through profit or loss and will be lent at a below-market interest rate, are subsequently measured after initial recognition at the higher of the following two amounts: ① the amount determined in accordance with Accounting Standards for Business Enterprises No. 13 — Contingencies; ② the initial recognition amount less the cumulative amortization determined in accordance with the principles of Accounting Standards for Business Enterprises No. 14 — Revenue.
Gains or losses arising from changes in the fair value of a financial asset or financial liability, other than those related to hedging, are treated as follows: 1) gains or losses arising from changes in fair value of financial assets or financial liabilities measured at fair value through profit or loss are recognized in gains from changes in fair value; interest or cash dividends received during the holding period are recognized as investment income; upon disposal, the difference between the actual amount received and the initial carrying amount is recognized as investment income, and the gains from changes in fair value are adjusted accordingly. 2) changes in fair value of available-for-sale financial assets are recognized in other comprehensive income; interest calculated using the effective interest rate method during the holding period is recognized as investment income; cash dividends on available-for-sale equity instrument investments are recognized as investment income when the investee announces the distribution of dividends; upon disposal, the difference between the actual amount received and the carrying amount less the cumulative fair value changes previously recognized directly in other comprehensive income is recognized as investment income.
When the contractual right to receive cash flows from a financial asset has expired, or substantially all the risks and rewards of ownership of that financial asset have been transferred, the financial asset is derecognized; when all or part of the present obligation of a financial liability has been discharged, the financial liability or the relevant portion thereof is derecognized accordingly.
Where the Company has transferred substantially all the risks and rewards of ownership of a financial asset to the transferee, the financial asset is derecognized; where the Company has retained substantially all the risks and rewards of ownership of the financial asset, the transferred financial asset continues to be recognized, and the consideration received is recognized as a financial liability. Where the Company has neither transferred nor retained substantially all the risks and rewards of ownership of a financial asset, the following treatments apply: 1) if the Company has relinquished control of the financial asset, the financial asset is derecognized; 2) if the Company has not relinquished control of the financial asset, the relevant financial asset is recognized to the extent of the Company's continuing involvement in the transferred financial asset, and the relevant liability is recognized accordingly.
Where the entire transfer of a financial asset satisfies the conditions for derecognition, the difference between the following two amounts is recognized in profit or loss for the current period: 1) the carrying amount of the transferred financial asset; 2) the sum of the consideration received from the transfer and the cumulative fair value changes previously recognized directly in equity. Where a partial transfer of a financial asset satisfies the conditions for derecognition, the overall carrying amount of the transferred financial asset is allocated between the derecognized portion and the portion that continues to be recognized on the basis of their respective relative fair values, and the difference between the following two amounts is recognized in profit or loss for the current period: 1) the carrying amount of the derecognized portion; 2) the sum of the consideration for the derecognized portion and the corresponding amount of the cumulative fair value changes previously recognized directly in equity attributable to the derecognized portion.
The Company uses valuation techniques that are applicable under the current circumstances and are supported by sufficient available data and other information to determine the fair value of the relevant financial assets and financial liabilities. The Company categorizes the inputs used in valuation techniques into the following hierarchy and uses them in the following order:
1) Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities obtainable on the measurement date;
2) Level 2 inputs are inputs other than Level 1 inputs that are directly or indirectly observable for the relevant asset or liability, including: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; observable inputs other than quoted prices, such as interest rates and yield curves observable at commonly quoted intervals; market-corroborated inputs, etc.;
3) Level 3 inputs are unobservable inputs for the relevant asset or liability, including interest rates that cannot be directly observed or verified by observable market data, stock volatility, future cash flows of decommissioning obligations assumed in business combinations, financial forecasts made using the entity's own data, etc.
1) At the balance sheet date, the carrying amounts of financial assets other than those measured at fair value through profit or loss are reviewed, and if there is objective evidence that such financial assets have become impaired, an impairment allowance is made.
2) For held-to-maturity investments and loans and receivables, financial assets that are individually significant in amount are first separated and individually tested for impairment; financial assets that are individually insignificant may be individually tested for impairment, or included in a portfolio of financial assets with similar credit risk characteristics for impairment testing; financial assets that are individually tested and found not to be impaired (including those individually significant and insignificant in amount) are then included in a portfolio with similar credit risk characteristics for further impairment testing. Where testing results indicate that impairment has occurred, an impairment loss is recognized based on the amount by which the carrying amount exceeds the present value of estimated future cash flows.
① Objective evidence indicating that impairment has occurred on available-for-sale debt instrument investments includes:
A. The debtor is experiencing significant financial difficulty; B. The debtor has breached contractual terms, such as default or delinquency in the payment of interest or principal; C. The Company, for economic or legal reasons relating to the debtor's financial difficulty, has granted the debtor a concession that it would not otherwise consider; D. It is becoming probable that the debtor will enter bankruptcy or other financial reorganization; E. The debt instrument can no longer be traded in an active market due to significant financial difficulties of the debtor; F. Other circumstances indicating that impairment has occurred on available-for-sale debt instrument investments.
② Objective evidence indicating that impairment has occurred on available-for-sale equity instrument investments includes a significant or non-temporary decline in the fair value of the equity instrument investment, as well as significant adverse changes in the technological, market, economic, or legal environment in which the investee operates, such that the Company may not be able to recover its investment cost.
The Company individually examines each available-for-sale equity instrument investment on the balance sheet date. For equity instrument investments measured at fair value, impairment is indicated if the fair value on the balance sheet date has declined by more than 50% (inclusive) below cost, or has remained below cost for more than 12 months (inclusive). If the fair value on the balance sheet date has declined by more than 20% (inclusive) but less than 50% below cost, or has remained below cost for more than 6 months (inclusive) but not more than 12 months, the Company will take into account other relevant factors, such as price volatility, to determine whether impairment has occurred on the equity instrument investment. For equity instrument investments measured at cost, the Company takes into comprehensive consideration whether significant adverse changes have occurred in the technological, market, economic, or legal environment in which the investee operates, to determine whether impairment has occurred on the equity instrument.
When impairment occurs on available-for-sale financial assets measured at fair value, the cumulative losses arising from the decline in fair value that were previously recognized directly in other comprehensive income are transferred out and recognized in impairment losses. For available-for-sale debt instrument investments on which impairment losses have been recognized, if the fair value subsequently recovers and the recovery is objectively related to an event occurring after the original impairment loss was recognized, the previously recognized impairment loss is reversed and recognized in profit or loss for the current period. For available-for-sale equity instrument investments on which impairment losses have been recognized, any subsequent recovery in fair value is recognized directly in other comprehensive income.
When impairment occurs on available-for-sale equity instruments measured at cost, the difference between the carrying amount of the equity instrument investment and the present value of estimated future cash flows discounted at the current market rate of return for similar financial assets is recognized as an impairment loss and charged to profit or loss for the current period. Once recognized, such impairment losses shall not be reversed.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
See the description in "Section 8: Financial and Accounting Information and Management Analysis," "II. (VII) 1. (5) Impairment of Financial Instruments."
(1) Individually Significant Receivables for Which Bad Debt Provisions Are Made on an Individual Basis
| Criteria or monetary threshold for determining individually significant amounts | Amounts representing 10% or more of the total receivables balance | |---|---| | Method for making bad debt provisions for individually significant receivables on an individual basis | Impairment testing is performed individually; bad debt provisions are made for the amount by which the present value of future cash flows is lower than the carrying value |
(2) Receivables for Which Bad Debt Provisions Are Made on a Portfolio Basis According to Credit Risk Characteristics
| Method for making bad debt provisions on a portfolio basis according to credit risk characteristics | | |---|---| | Related-party transaction portfolio within the consolidation scope | No bad debt provision is made if no impairment is identified upon testing | | Special identification portfolio (housing deposits, security deposits, and employee petty cash) | No bad debt provision is made if no impairment is identified upon testing | | Aging portfolio (all others except the above portfolios) | Aging analysis method |
| Aging | Provision ratio for trade bills receivable (%) | Provision ratio for accounts receivable (%) | Provision ratio for other receivables (%) | |---|---|---|---| | Within 1 year (inclusive; same below) | | | | | Of which: Within 3 months (inclusive) | Not provisioned | Not provisioned | Not provisioned | | 3–12 months (inclusive) | 5 | 5 | 5 | | 1–2 years | 10 | 10 | 10 | | 2–3 years | 30 | 30 | 30 | | Over 3 years | 100 | 100 | 100 |
(3) Individually Insignificant Receivables for Which Bad Debt Provisions Are Made on an Individual Basis
| Reason for making bad debt provisions on an individual basis | There is objective evidence indicating that the Company will be unable to collect the receivables under the original terms | |---|---| | Method for making bad debt provisions | Provisions are made based on the amount by which the present value of the estimated future cash flows of the receivables is lower than their carrying value |
For other receivables such as bank acceptance bills receivable, interest receivable, and long-term receivables, bad debt provisions are made for the amount by which the present value of future cash flows is lower than their carrying value.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
Inventories include finished goods or merchandise held for sale in the ordinary course of business, work-in-progress in the production process, and materials and supplies consumed in the production process or in the course of rendering services.
Inventories issued are valued using the moving weighted average method.
At the balance sheet date, inventories are measured at the lower of cost and net realizable value, and inventory write-down provisions are made for the amount by which cost exceeds net realizable value. For inventories held directly for sale, their net realizable value is determined in the ordinary course of business as the estimated selling price less the estimated selling expenses and related taxes. For inventories requiring further processing, their net realizable value is determined in the ordinary course of business as the estimated selling price of the finished goods produced, less the estimated costs to be incurred to completion, the estimated selling expenses, and related taxes. At the balance sheet date, where a portion of the same inventory item is subject to a contract price and the remaining portion is not, the net realizable value of each portion is determined separately and compared with the corresponding cost, and the amount of inventory write-down provision to be made or reversed is determined separately.
The inventory count system adopted is the perpetual inventory system.
Amortized using the one-time write-off method.
Amortized using the one-time write-off method.
Joint control is determined when, pursuant to the relevant agreements, there is contractually agreed sharing of control over an arrangement, and decisions about the relevant activities of the arrangement require the unanimous consent of the parties sharing control. Significant influence is determined when the Company has the power to participate in the financial and operating policy decisions of the investee, but does not have control or joint control over those policies together with other parties.
(1) For long-term equity investments formed through a business combination under common control, where the combining party uses cash, transfer of non-cash assets, assumption of liabilities, or issuance of equity securities as the combination consideration, the initial investment cost at the combination date is the share of the carrying value of the acquiree's owners' equity in the consolidated financial statements of the ultimate controlling party. The difference between the initial investment cost of the long-term equity investment and the carrying value of the combination consideration paid or the total par value of the shares issued is adjusted against capital surplus; where the capital surplus is insufficient to absorb the difference, the retained earnings are adjusted.
Where the Company achieves a business combination under common control through multiple transactions in stages, the Company first determines whether the transactions constitute a "package deal." If they constitute a "package deal," all transactions are accounted for as a single transaction to obtain control. If they do not constitute a "package deal," the initial investment cost is determined at the combination date based on the share of the net assets of the acquiree that the Company is entitled to, as measured in the consolidated financial statements of the ultimate controlling party after the combination. The difference between the initial investment cost of the long-term equity investment at the combination date and the sum of the carrying value of the long-term equity investment prior to the combination and the carrying value of the additional consideration paid for shares acquired on the combination date is adjusted against capital surplus; where the capital surplus is insufficient to absorb the difference, the retained earnings are adjusted.
(2) For long-term equity investments formed through a business combination not under common control, the initial investment cost is the fair value of the combination consideration paid at the acquisition date.
Where the Company achieves a business combination not under common control through multiple transactions in stages, the related accounting treatment is differentiated between the separate financial statements and the consolidated financial statements:
1) In the separate financial statements, the initial investment cost for accounting under the cost method is the sum of the carrying value of the previously held equity investment and the cost of the additional investment.
2) In the consolidated financial statements, the Company first determines whether the transactions constitute a "package deal." If they constitute a "package deal," all transactions are accounted for as a single transaction to obtain control. If they do not constitute a "package deal," the previously held equity interest in the acquiree is remeasured at its fair value at the acquisition date, and the difference between the fair value and its carrying value is recognized in investment income for the current period; other comprehensive income and other items related to the previously held equity interest in the acquiree that were recognized under the equity method are transferred to investment income for the period in which the acquisition date falls. However, other comprehensive income arising from changes in the net liability or net asset of a defined benefit plan of the investee that has been remeasured is excluded.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
(3) For long-term equity investments acquired by means other than through a business combination: those acquired by payment of cash are initially measured at the actual purchase price paid; those acquired by issuance of equity securities are initially measured at the fair value of the equity securities issued; those acquired through debt restructuring are initially measured in accordance with Accounting Standard for Business Enterprises No. 12 — Debt Restructuring; and those acquired through non-monetary asset exchanges are initially measured in accordance with Accounting Standard for Business Enterprises No. 7 — Non-Monetary Asset Exchanges.
Long-term equity investments over which the Company exercises control over the investee are accounted for using the cost method; long-term equity investments in associates and joint ventures are accounted for using the equity method.
**4. Accounting Treatment for Disposal of Investment in a Subsidiary in Stages Through Multiple Transactions Until Loss of Control**
For the equity interest disposed of, the difference between its carrying value and the actual proceeds received is recognized in profit or loss for the current period. For the remaining equity interest, if the Company still has significant influence over the investee or exercises joint control together with other parties, it is transferred to accounting under the equity method; if the Company can no longer exercise control, joint control, or significant influence over the investee, it is accounted for in accordance with the relevant provisions of Accounting Standard for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments.
1) Disposal of investment in a subsidiary in stages through multiple transactions until loss of control, not constituting a "package deal"
Prior to the loss of control, the difference between the disposal proceeds and the share of the net assets of the subsidiary attributable to the interest disposed of, calculated on a continuous basis from the acquisition date or combination date, is adjusted against capital surplus (share premium); where the capital surplus is insufficient to absorb the difference, the retained earnings are reduced.
Upon loss of control over the former subsidiary, the remaining equity interest is remeasured at its fair value at the date of loss of control. The sum of the consideration received from the disposal and the fair value of the remaining equity interest, less the share of the net assets of the former subsidiary calculated on a continuous basis from the acquisition date or combination date attributable to the original shareholding percentage, is recognized in investment income for the period in which control is lost, and goodwill is reduced accordingly. Other comprehensive income and other items related to the former subsidiary's equity investment are transferred to investment income for the current period when control is lost.
2) Disposal of investment in a subsidiary in stages through multiple transactions until loss of control, constituting a "package deal"
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
All transactions are accounted for as a single transaction involving the disposal of a subsidiary and loss of control. However, prior to the loss of control, the difference between the disposal proceeds from each individual transaction and the share of the subsidiary's net assets corresponding to the equity interest disposed of is recognized as other comprehensive income in the consolidated financial statements, and is transferred to profit or loss for the period in which control is lost when control is ultimately lost.
Fixed assets are tangible assets held for use in the production of goods, provision of services, for rental, or for administrative purposes, with a useful life of more than one accounting year. Fixed assets are recognized when it is probable that the associated economic benefits will flow to the Company and the cost can be reliably measured.
| Category | Depreciation Method | Useful Life (Years) | Residual Value Rate (%) | Annual Depreciation Rate (%) | |---|---|---|---|---| | Testing equipment | Straight-line method | 3–5 | 0–5 | 19.00–33.33 | | Electronic equipment | Straight-line method | 3 | 0 | 33.33 | | Administrative fixtures | Straight-line method | 5 | 5 | 19.00 |
1. Intangible assets include technology licenses, software, and patents, and are initially measured at cost.
2. Intangible assets with finite useful lives are amortized systematically and rationally over their useful lives in a manner consistent with the pattern in which the economic benefits associated with the intangible assets are expected to be realized; where the pattern cannot be reliably determined, the straight-line method is used. The specific useful lives are as follows:
| Item | Amortization Period (Years) | |---|---| | Technology licenses | 2–6 | | Software | 2–10 | | Patents | 10 |
3. Expenditures during the research phase of an internal research and development project are recognized in profit or loss when incurred. Expenditures during the development phase of an internal research and development project are recognized as intangible assets when all of the following conditions are met: (1) it is technically feasible to complete the intangible asset so that it will be available for use or sale; (2) there is an intention to complete the intangible asset and use or sell it; (3) the intangible asset can generate economic benefits, including that there is evidence that the products produced using the intangible asset have a market or that the intangible asset itself has a market, or that the intangible asset will be used internally and its usefulness can be demonstrated; (4) there are adequate technical, financial, and other resources to support the development of the intangible asset, and the ability to use or sell it; and (5) the expenditures attributable to the development phase of the intangible asset can be reliably measured.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
The specific criteria used by the Company to distinguish between expenditures in the research phase and expenditures in the development phase of internal research and development projects are as follows: expenditures in the planned investigation, evaluation, and selection phases conducted for the purpose of researching products constitute research phase expenditures; expenditures in the design and testing phases related to the final application of the product prior to large-scale production constitute development phase expenditures.
These include equity-settled share-based payments and cash-settled share-based payments.
**2. Accounting Treatment for the Implementation, Modification, and Termination of Share-Based Payment Plans**
For equity-settled share-based payments in exchange for services rendered by employees that vest immediately upon grant, the fair value of the equity instruments at the grant date is recognized in the relevant costs or expenses, with a corresponding adjustment to capital surplus. For equity-settled share-based payments in exchange for services rendered by employees that vest only after the completion of services during the vesting period or the achievement of specified performance conditions, at each balance sheet date during the vesting period, based on the best estimate of the number of equity instruments expected to vest, the services received during the current period are recognized in the relevant costs or expenses at the fair value of the equity instruments at the grant date, with a corresponding adjustment to capital surplus.
For equity-settled share-based payments in exchange for services rendered by other parties, if the fair value of the services rendered by other parties can be reliably measured, the measurement is based on the fair value of those services at the date they are received; if the fair value of the services cannot be reliably measured but the fair value of the equity instruments can be reliably measured, the measurement is based on the fair value of the equity instruments at the date the services are received, and is recognized in the relevant costs or expenses, with a corresponding increase in owners' equity.
For cash-settled share-based payments in exchange for services rendered by employees that vest immediately upon grant, the fair value of the liability assumed by the Company at the grant date is recognized in the relevant costs or expenses, with a corresponding increase in liabilities. For cash-settled share-based payments in exchange for services rendered by employees that vest only after the completion of services during the vesting period or the achievement of specified performance conditions, at each balance sheet date during the vesting period, based on the best estimate of the vesting situation, the services received during the current period are recognized in the relevant costs or expenses at the fair value of the liability assumed by the Company, with a corresponding increase in liabilities.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
If a modification increases the fair value of the equity instruments granted, the Company recognizes the increase in services received corresponding to the increase in fair value of the equity instruments; if a modification increases the number of equity instruments granted, the Company recognizes the fair value of the additional equity instruments as a corresponding increase in services received; if the Company modifies the vesting conditions in a manner that is beneficial to the employees, the Company takes the modified vesting conditions into account when accounting for the vesting conditions.
If a modification reduces the fair value of the equity instruments granted, the Company continues to recognize the amount of services received based on the fair value of the equity instruments at the grant date, without regard to the reduction in fair value; if a modification reduces the number of equity instruments granted, the Company treats the reduction as a cancellation of the equity instruments already granted; if the vesting conditions are modified in a manner that is unfavorable to the employees, the modified vesting conditions are not taken into account when accounting for the vesting conditions.
If the Company cancels or settles equity instruments granted during the vesting period (except where cancellation is due to failure to satisfy vesting conditions), the cancellation or settlement is treated as an acceleration of vesting, and the amount that would otherwise have been recognized over the remainder of the vesting period is recognized immediately.
Revenue from the sale of goods is recognized when all of the following conditions are simultaneously met: 1) the significant risks and rewards of ownership of the goods have been transferred to the buyer; 2) the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; 3) the amount of revenue can be reliably measured; 4) it is probable that the associated economic benefits will flow to the Company; and 5) the costs incurred or to be incurred in respect of the transaction can be reliably measured.
Revenue from the transfer of the right to use assets is recognized when it is probable that the associated economic benefits will flow to the Company and the amount of revenue can be reliably measured. Interest income is calculated based on the length of time for which the Company's monetary funds are used by others and the effective interest rate; royalty income is calculated based on the timing and method of charging as stipulated in the relevant contracts or agreements.
The Company's sales are primarily categorized into: sales of edge intelligent processor IP, sales of cloud intelligent chips and accelerator card products, and sales of intelligent computing cluster systems.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
The sales model for terminal intelligent processor IP is mainly divided into the fixed-fee model and the per-unit model. The specific methods of revenue recognition are as follows:
Where the contract stipulates that the licensee is granted the right to use the technology, this constitutes revenue from the transfer of the right to use an asset. On the premise that it is probable that economic benefits will flow into the Company and the amount of revenue can be reliably measured, revenue is recognized at the point when the technology is delivered to and accepted by the customer, which is deemed the point of transfer of risks and rewards.
Under the fixed-fee model, contracts entered into between the Company and its customers involve two modes of delivery: one-time delivery of technology and phased delivery of technology. For one-time technology delivery, the Company recognizes revenue after the relevant technology has been delivered to and accepted by the customer. For phased technology delivery, the Company recognizes the corresponding stage revenue after each item of technology has been delivered to and accepted by the customer.
Where the contract stipulates that the licensing fee is settled based on the shipment volume of the customer's products, this constitutes revenue from the transfer of the right to use an asset. On the premise that it is probable that economic benefits will flow into the Company and the amount of revenue can be reliably measured, revenue is recognized at the point when the shipment volume report of the licensed products provided by the customer is received and the attribution period is determined in accordance with the accrual basis, which is deemed the point of transfer of risks and rewards.
The Company ships goods pursuant to sales contracts (orders) signed with customers. Revenue is recognized at the point when the goods arrive at the delivery location designated by the customer and acceptance confirmation is obtained from the customer, which is deemed the point of transfer of risks and rewards.
Intelligent computing cluster systems include the sale and installation of hardware products and software products. For intelligent computing cluster systems, in accordance with the terms of the contract, the Company recognizes revenue when: the major risks and rewards of the hardware and software products within the intelligent computing cluster system have been transferred to the customer; the Company no longer retains the continuing right of management or control associated with such products; the intelligent computing cluster system has been installed, debugged, and accepted in accordance with the conditions and acceptance terms stipulated in the contract; the related economic benefits are probable to flow in; and the related costs can be reliably measured. Revenue is recognized at the point when the customer's acceptance report is received, which is deemed the point of transfer of risks and rewards.
**Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)**
**1. Government grants are recognized when all of the following conditions are simultaneously met:**
(1) The Company is able to meet the conditions attached to the government grant; (2) The Company is able to receive the government grant. Government grants in the form of monetary assets are measured at the amount received or receivable. Government grants in the form of non-monetary assets are measured at fair value; where fair value cannot be reliably obtained, they are measured at nominal amount.
**2. Criteria for classifying government grants related to assets and accounting treatment methods**
Government grants specified in government documents as being used for the purchase and construction of, or otherwise forming, long-term assets are classified as government grants related to assets. Where government documents are unclear, the judgment is made based on the basic conditions that must be met to obtain the grant; those for which the basic condition is the purchase and construction of, or otherwise forming, long-term assets are classified as government grants related to assets. Government grants related to assets are offset against the carrying amount of the relevant assets or recognized as deferred income. Where government grants related to assets are recognized as deferred income, they are allocated to profit or loss over the useful life of the relevant assets using a reasonable and systematic method. Government grants measured at nominal amount are directly included in the current period's profit or loss. Where the relevant assets are sold, transferred, scrapped, or damaged before the end of their useful life, the remaining balance of the related deferred income not yet allocated is transferred to the profit or loss of the period in which the asset is disposed of.
**3. Criteria for classifying government grants related to income and accounting treatment methods**
Government grants other than those related to assets are classified as government grants related to income. For government grants that contain both an asset-related component and an income-related component and where it is difficult to distinguish between them, the grant as a whole is classified as a government grant related to income. Government grants related to income that are used to compensate related costs, expenses, or losses to be incurred in future periods are recognized as deferred income, and are included in the current period's profit or loss or offset against the related costs during the period in which the related costs, expenses, or losses are recognized. Government grants related to income that are used to compensate related costs, expenses, or losses already incurred are directly included in the current period's profit or loss or offset against the related costs.
**4.** Government grants related to the Company's daily operating activities are included in other income or offset against the related costs and expenses in accordance with the nature of the economic transaction. Government grants not related to the Company's daily activities are included in non-operating income and expenditure.
The following non-recurring profit or loss items are based on the consolidated financial statements and have been verified by Tianjian Accounting Firm in the *Verification Report on Non-Recurring Profit or Loss of Cambricon Technologies Corporation Limited for the Most Recent Three Years* (Tianjian Audit [2020] No. 341).
**Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)**
The specific items and amounts of non-recurring profit or loss during the reporting period are as follows:
| Item | FY 2019 | FY 2018 | FY 2017 | |---|---|---|---| | Gains and losses on disposal of non-current assets, including the write-back of provisions for asset impairment | -0.21 | -2.78 | — | | Government grants included in current profit or loss (excluding government grants closely related to the Company's normal business operations, complying with national policy regulations, and continuously enjoyed on a fixed quota or fixed-quantity basis) | 3,386.41 | 6,914.01 | 823.69 | | Gains arising from the excess of the Company's share of the acquiree's identifiable net assets at fair value over the investment cost in acquiring subsidiaries, associates, and joint ventures | — | 25.04 | — | | Gains and losses from entrusting others to invest or manage assets | 10,397.53 | 6,110.52 | 257.97 | | Fair value gains on financial assets and financial liabilities measured at fair value through profit or loss held during the period, and investment gains from disposal of financial assets and financial liabilities measured at fair value through profit or loss and available-for-sale financial assets, other than effective hedging activities related to the Company's normal business operations | — | 36.24 | 132.62 | | Other non-operating income and expenditure other than the above items | -80.61 | 3.37 | — | | Other gains and losses items that meet the definition of non-recurring profit or loss | -93,928.38 | 0.46 | -36,398.25 | | **Sub-total** | **-80,225.26** | **13,086.85** | **-35,183.97** | | Less: Income tax expense (use "–" to indicate a reduction in income tax expense) | — | — | — | | Minority interest income | — | — | — | | **Net non-recurring profit or loss attributable to shareholders of the parent company** | **-80,225.26** | **13,086.85** | **-35,183.97** |
| Item | FY 2019 | FY 2018 | FY 2017 | |---|---|---|---| | Non-recurring profit or loss attributable to shareholders of the parent company | -80,225.26 | 13,086.85 | -35,183.97 | | Net profit attributable to shareholders of the parent company | -117,898.56 | -4,104.65 | -38,070.04 | | Net profit attributable to ordinary shareholders of the parent company after deducting non-recurring profit or loss | -37,673.31 | -17,191.50 | -2,886.07 |
From 2017 to 2019, the Company's non-recurring profit or loss amounted to -35,183.97万元, 13,086.85万元, and -80,225.26万元, respectively. The large amount and proportion of non-recurring profit or loss is primarily attributable to the Company's significant share-based payments, government grants, and returns on wealth management products. During the reporting period, the amounts of share-based payments were 36,398.57万元, 17.48万元, and 94,379.44万元, respectively; government grants included in current profit or loss were 823.69万元, 6,914.01万元, and 3,386.41万元, respectively; and returns on wealth management products included in investment income were 257.97万元, 6,110.52万元, and
**Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)**
10,397.53万元, respectively. In summary, during the reporting period, the net profit attributable to shareholders of the parent company was negative in all periods, and the non-recurring profit or loss did not change the nature of the Company's profit or loss position.
| Tax Category | Tax Basis | Tax Rate | |---|---|---| | Value-Added Tax (VAT) | Sales of goods or provision of taxable services | 3%, 6%, 13%, 16%, 17% | | Urban Maintenance and Construction Tax | Amount of turnover tax payable | 7%, 5%, 1% | | Education Surcharge | Amount of turnover tax payable | 3% | | Local Education Surcharge | Amount of turnover tax payable | 2%, 1% | | Enterprise Income Tax (EIT) | Taxable income | 25%, 20%, 15%, 8.25% |
The enterprise income tax rates applicable to the Company and its subsidiaries during the reporting period are as follows:
| Taxpayer Name | FY 2019 | FY 2018 | FY 2017 | |---|---|---|---| | The Company (中科寒武纪科技股份有限公司) | 15% | 15% | 15% | | Shanghai Cambricon (上海寒武纪) | 15% | 25% | 25% | | Shanghai Semiconductor (上海半导体) | 20% | 20% | 20% | | Xiongan Cambricon (雄安寒武纪) | 20% | 20% | 20% | | Nanjing Aixi (南京艾溪) | 20% | 20% | — | | Suzhou Cambricon (苏州寒武纪) | 20% | — | — | | Anhui Cambricon (安徽寒武纪) | 20% | — | — | | Qinzhi Technology (琴智科技) | 20% | — | — | | Hong Kong Cambricon (香港寒武纪) | 8.25% | — | — |
**1.** In accordance with the relevant regulations on the administration of high-technology enterprise certification, the Company has been certified as a High-Technology Enterprise and is entitled to preferential enterprise income tax policies, paying enterprise income tax at the rate of 15% for the period from January 1, 2017 to December 31, 2019. Shanghai Cambricon (上海寒武纪) has been certified as a High-Technology Enterprise and is entitled to preferential enterprise income tax policies, paying enterprise income tax at the rate of 15% for the period from January 1, 2019 to December 31, 2021.
**2.** In accordance with the *Notice on Expanding the Scope of Preferential Enterprise Income Tax Policies for Small and Low-Profit Enterprises* (Cai Shui [2017] No. 43), Shanghai Semiconductor (上海半导体) and Xiongan Cambricon (雄安寒武纪) met the national criteria for small and low-profit enterprises in 2017, and their taxable income was below 500,000 yuan (50万元); their income was included in taxable income at a reduced rate of 50%, with enterprise income tax paid at 20%.
**Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)**
In accordance with the *Notice on Further Expanding the Scope of Preferential Enterprise Income Tax Policies for Small and Low-Profit Enterprises* (Cai Shui [2018] No. 77), Shanghai Semiconductor (上海半导体) and Xiongan Cambricon (雄安寒武纪) met the national criteria for small and low-profit enterprises in 2018, and their taxable income was below 1,000,000 yuan (100万元); their income was included in taxable income at a reduced rate of 50%, with enterprise income tax paid at 20%.
In accordance with the *Notice of the Ministry of Finance and the State Taxation Administration on the Implementation of Inclusive Tax Relief Policies for Small and Micro Enterprises* (Cai Shui [2019] No. 13) and the *Announcement of the State Taxation Administration on Issues Concerning the Implementation of Inclusive Enterprise Income Tax Relief Policies for Small and Low-Profit Enterprises* (State Taxation Administration Announcement [2019] No. 2), Nanjing Aixi (南京艾溪), Xiongan Cambricon (雄安寒武纪), Shanghai Semiconductor (上海半导体), Anhui Cambricon (安徽寒武纪), Suzhou Cambricon (苏州寒武纪), and Qinzhi Technology (琴智科技) met the national criteria for small and low-profit enterprises in 2019, and their taxable income was below 1,000,000 yuan (100万元); their income was included in taxable income at a reduced rate of 25%, with enterprise income tax paid at 20%.
In FY 2017, FY 2018, and FY 2019, the Company had not yet achieved profitability, and the above-mentioned tax incentive policies enjoyed by the Company during the reporting period had no material impact on the Company's operating results.
| Major Financial Indicators | 2019-12-31 / FY 2019 | 2018-12-31 / FY 2018 | 2017-12-31 / FY 2017 | |---|---|---|---| | Current Ratio (times) | 18.70 | 1.21 | 1.12 | | Quick Ratio (times) | 18.49 | 1.20 | 1.12 | | Asset-to-Liability Ratio | 6.68% | 83.21% | 94.40% | | Accounts Receivable Turnover Rate (times/year) | 9.13 | 6.32 | 2.11 | | Inventory Turnover Rate (times/year) | 5.02 | — | — | | EBITDA (万元) | -112,567.05 | -2,404.54 | -38,017.77 | | Net Profit Attributable to Shareholders of the Parent Company (万元) | -117,898.56 | -4,104.65 | -38,070.04 | | Net Profit Attributable to Ordinary Shareholders of the Parent Company after Deducting Non-Recurring Profit or Loss (万元) | -37,673.31 | -17,191.50 | -2,886.07 | | Ratio of R&D Expenditure to Revenue | 122.32% | 205.18% | 380.73% | | Cash Flow from Operating Activities per Share (yuan) | -0.56 | — | — | | Net Cash Flow per Share (yuan) | -2.70 | — | — | | Basic Earnings per Share (yuan) | -3.27 | — | — |
**Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)**
| Major Financial Indicators | 2019-12-31 / FY 2019 | 2018-12-31 / FY 2018 | 2017-12-31 / FY 2017 | |---|---|---|---| | Diluted Earnings per Share (yuan) | -3.27 | — | — | | Net Assets per Share Attributable to Shareholders of the Parent Company (yuan) | 12.10 | — | — | | Weighted Average Return on Equity | -39.28% | -12.50% | — |
(6) EBITDA = Net Profit + Enterprise Income Tax + Interest Expense + Depreciation + Amortization of Intangible Assets + Amortization of Long-term Prepaid Expenses
(8) Cash Flow from Operating Activities per Share = Net Cash Flow from Operating Activities / Total Share Capital at End of Period
(9) Net Cash Flow per Share = Net Increase in Cash and Cash Equivalents / Total Share Capital at End of Period
Where: P is the net profit attributable to ordinary shareholders of the Company, or the net profit attributable to ordinary shareholders after deducting non-recurring profit or loss; S is the weighted average number of ordinary shares outstanding; S₀ is the total number of shares at the beginning of the period; S₁ is the number of shares increased during the reporting period due to capitalization of capital reserves or distribution of stock dividends, etc. (portion not exceeding the opening net assets); S₂ is the number of shares increased during the reporting period due to capitalization of capital reserves or distribution of stock dividends, etc. (portion exceeding the opening net assets); Sᵢ is the number of shares increased during the reporting period due to new share issuances or debt-to-equity conversions, etc.; Sⱼ is the number of shares reduced during the reporting period due to repurchases, etc.; Sₖ is the number of shares consolidated during the reporting period; M₀ is the number of months in the reporting period; Mᵢ is the number of months from the month following the increase in shares to the end of the reporting period; Mⱼ is the number of months from the month following the decrease in shares to the end of the reporting period.
(11) During the reporting period, the Company had no dilutive potential ordinary shares; therefore, the calculation of diluted earnings per share follows the same process as basic earnings per share.
(12) Net Assets per Share Attributable to Shareholders of the Parent Company = Net Assets Attributable to Shareholders of the Parent Company at End of Period / Total Share Capital at End of Period
(13) Weighted Average Return on Equity = P / (E₀ + NP ÷ 2 + Eᵢ × Mᵢ ÷ M₀ – Eⱼ × Mⱼ ÷ M₀ ± Eₖ × Mₖ ÷ M₀)
Where: P corresponds to the net profit attributable to ordinary shareholders of the Company, or the net profit attributable to ordinary shareholders after deducting non-recurring profit or loss; NP is the net profit attributable to ordinary shareholders of the Company; E₀ is the opening net assets attributable to ordinary shareholders of the Company; Eᵢ is the net assets attributable to ordinary shareholders of the Company increased during the reporting period through new share issuances or debt-to-equity conversions, etc.; Eⱼ is the net assets attributable to ordinary shareholders of the Company reduced during the reporting period through repurchases or cash dividends, etc.; M₀ is the number of months in the reporting period; Mᵢ is the number of months from the month following the increase in net assets to the end of the reporting period; Mⱼ is the number of months from the month following the decrease in net assets to the end of the reporting period; Eₖ is the increase or decrease in net assets caused by other transactions or events; Mₖ is the number of months from the month following the occurrence of other net asset changes to the end of the reporting period.
| Item | FY 2019 Amount | FY 2019 % | FY 2018 Amount | FY 2018 % | |---|---|---|---|---| | Revenue from principal business | 44,390.69 | 99.99% | | |
| Item | 2019 Amount | 2019 Proportion | 2018 Amount | 2018 Proportion | 2017 Amount | 2017 Proportion | |------|-------------|-----------------|-------------|-----------------|-------------|-----------------| | Other Business Revenue | 3.15 | 0.01% | - | - | 4.85 | 0.62% | | Total | 44,393.85 | 100.00% | 11,702.52 | 100.00% | 784.33 | 100.00% |
In 2017, 2018, and 2019, the Company achieved operating revenues of RMB 7,843,300 (784.33万元), RMB 117,025,200 (11,702.52万元), and RMB 443,938,500 (44,393.85万元), respectively. In 2018, the Company's operating revenue increased by RMB 109,182,000 (10,918.20万元) year-on-year, representing a growth rate of 1,392.05%. The primary reason was that artificial intelligence technology and applications began to become widespread, and terminal devices incorporating the Company's terminal intelligent processor IP had achieved large-scale shipments, resulting in a significant increase in revenue from terminal intelligent processor IP. In 2019, the Company's operating revenue increased by RMB 326,913,200 (32,691.32万元) year-on-year, representing a growth rate of 279.35%. The primary reason was that the Company expanded its cloud intelligent chip and accelerator card business, intelligent computing cluster business, and corresponding new customers.
In 2017, 2018, and 2019, the Company's core business revenue accounted for 99.38%, 100.00%, and 99.99% of total revenue, respectively, reflecting a prominent core business focus. In 2017 and 2018, the Company's core business revenue was primarily derived from terminal intelligent processor IP licensing revenue. In 2019, the Company expanded its cloud intelligent chip and accelerator card business and intelligent computing cluster system business, resulting in a significant increase in core business revenue.
During the reporting period, the Company's sales model was exclusively direct sales.
| Item | 2019 Revenue | 2019 Proportion | 2018 Revenue | 2018 Proportion | 2017 Revenue | 2017 Proportion | |------|-------------|-----------------|-------------|-----------------|-------------|-----------------| | Terminal Intelligent Processor IP | 6,877.12 | 15.49% | 11,666.21 | 99.69% | 771.27 | 98.95% | | Cloud Intelligent Chips and Accelerator Cards | 7,888.24 | 17.77% | - | - | - | - | | Intelligent Computing Cluster Systems | 29,618.15 | 66.72% | - | - | - | - | | Others | 7.19 | 0.02% | 36.31 | 0.31% | 8.20 | 1.05% | | Total | 44,390.69 | 100.00% | 11,702.52 | 100.00% | 779.47 | 100.00% |
In 2017, 2018, and 2019, the Company's terminal intelligent processor IP achieved licensing sales revenue of RMB 7,712,700 (771.27万元), RMB 116,662,100 (11,666.21万元), and RMB 68,771,200 (6,877.12万元), respectively, accounting for 98.95%, 99.69%, and 15.49% of core business revenue. In 2018, terminal intelligent processor IP licensing sales revenue increased significantly year-on-year, primarily because artificial intelligence
technology and applications began to become widespread, and terminal devices incorporating the Company's terminal intelligent processor IP had achieved large-scale shipments, resulting in a significant increase in terminal intelligent processor IP licensing sales revenue. In 2019, terminal intelligent processor IP licensing sales revenue declined significantly year-on-year, primarily because the Company had progressively delivered terminal intelligent processor IP to HiSilicon (华为海思) in 2018, and consequently the IP licensing sales revenue under the fixed-fee model decreased in 2019.
**1) IP Licensing Revenue Contributed by Cambricon 1A and Cambricon 1H Respectively During Each Period of the Reporting Period**
The per-unit royalty licensing revenue standards for Cambricon 1A and Cambricon 1H are identical. The IP licensing revenue contributed by Cambricon 1A and Cambricon 1H respectively during each period of the reporting period is as follows:
| Year | Fixed-Fee Model Licensing Revenue — Cambricon 1A | Fixed-Fee Model Licensing Revenue — Contract Framework Revenue¹ — Cambricon 1H | Per-Unit Royalty Licensing Revenue² | Total | |------|--------------------------------------------------|--------------------------------------------------------------------------------|--------------------------------------|-------| | 2019 | 400.00 | 847.82 | 951.90 | 4,677.40 | 6,877.12 | | 2018 | 1,600.00 | 5,794.83 | - | 4,271.38 | 11,666.21 | | 2017 | 285.56 | - | - | 485.71 | 771.27 | | Total | 2,285.57 | 6,642.65 | 951.90 | 9,434.49 | 19,314.61 |
Note 1: Contract framework revenue refers to fees that the Company is entitled to collect for a given stage upon contract expiry, regardless of whether the licensed products have been delivered.
Note 2: The technology licensing contracts signed between the Company and HiSilicon (华为海思) during the reporting period only specified the calculation method for the per-unit royalty model without explicitly distinguishing between Cambricon 1A and Cambricon 1H. The royalty reports provided by HiSilicon also do not permit a reasonable distinction between the relevant products. Additionally, given that there is no difference in the per-unit royalty ratios between Cambricon 1A and Cambricon 1H, the per-unit royalty licensing revenue figure represents the combined total for both Cambricon 1A and Cambricon 1H.
**2) Estimated Amounts for Q1 2020 and Full Year 2020, Reasons for Changes, and Sustainability of Relevant Influencing Factors**
In Q1 2020, the combined IP licensing revenue for Cambricon 1A and Cambricon 1H products was RMB 3,161,800 (316.18万元), with full-year licensing revenue estimated at RMB 6,000,000–8,000,000 (600–800万元).
Cambricon 1A is the Company's first-generation IP, with HiSilicon (华为海思) as the primary customer. That customer launched the corresponding product in 2017, and the product is no longer being used by HiSilicon.
Cambricon 1H is the Company's second-generation IP, with HiSilicon (华为海思) as the primary customer. That customer launched the corresponding product in 2018, and that product is also currently at the end of its lifecycle. Consequently, the corresponding IP licensing revenues from Cambricon 1A and Cambricon 1H have declined accordingly, and this influencing factor is expected to continue.
**3) Analysis of External Licensing of the Cambricon 1M Processor During the Reporting Period, Future Projections, Changes, and Reasons**
The Cambricon 1M processor is the Company's third-generation IP and had not yet been licensed externally during the reporting period. The Cambricon 1M processor will be the Company's primary terminal intelligent processor IP product to be promoted in 2020. There are currently 5 potential customers under negotiation, and it is expected that
3 or more customers will sign agreements in 2020. As IP licensing requires a certain cycle from introduction to large-scale shipment, the estimated IP licensing revenue for 2020 is approximately RMB 10,000,000 (约1,000万元).
The Company has consistently focused on the demand for intelligent chips and accelerator cards in the cloud server market. In 2018 and 2019, the Company launched the Siyuan 100 (思元100) and Siyuan 270 (思元270) chips and related accelerator card products targeting the cloud server market. In 2019, the Company's cloud intelligent chips and accelerator cards achieved large-scale shipments, with sales revenue of RMB 78,882,400 (7,888.24万元), accounting for 17.77% of core business revenue.
With the proliferation of artificial intelligence applications, demand for AI computing capabilities from enterprises, research institutions, and government bodies has continued to rise. The Company therefore expanded into the intelligent computing cluster system business at an appropriate time, constructing intelligent computing cluster systems for downstream customers. In 2019, the Company reached cooperative agreements on intelligent computing cluster systems with Xi'an Fengdong Yixiang Technology Service Co., Ltd. (西安沣东仪享科技服务有限公司), the Shanghai Center for Brain Science and Brain-Inspired Intelligence (上海脑科学与类脑研究中心), and the Commerce Bureau of the Hengqin New Area Administrative Committee of Zhuhai (珠海市横琴新区管理委员会商务局), achieving sales revenue of RMB 296,181,500 (29,618.15万元), accounting for 66.72% of core business revenue.
| No. | Region | 2019 Revenue | 2019 Proportion | 2018 Revenue | 2018 Proportion | 2017 Revenue | 2017 Proportion | |-----|--------|-------------|-----------------|-------------|-----------------|-------------|-----------------| | 1 | Domestic | 44,310.97 | 99.81% | 11,702.52 | 100.00% | 784.33 | 100.00% | | 2 | Overseas | 82.88 | 0.19% | - | - | - | - | | | Total | 44,393.85 | 100.00% | 11,702.52 | 100.00% | 784.33 | 100.00% |
During the reporting period, the Company's products were primarily sold domestically, and the Company's operating revenue was mainly derived from domestic sales. Overseas sales consisted of cloud intelligent chips and accelerator cards sold to the Taiwan region of China and the Futian Bonded Zone in Shenzhen.
The Company's sales to its top five customers during each period of the reporting period are as follows:
| Year | No. | Customer Name | Operating Revenue (万元) | Proportion of Total Operating Revenue | |------|-----|---------------|--------------------------|---------------------------------------| | 2019 | 1 | Commerce Bureau of the Hengqin New Area Administrative Committee of Zhuhai (珠海市横琴新区管理委员会商务局) | 20,708.35 | 46.65% | | | 2 | Xi'an Fengdong Yixiang Technology Service Co., Ltd. (西安沣东仪享科技服务有限公司) | 8,108.46 | 18.26% | | | 3 | Sugon (中科曙光) | 6,384.43 | 14.38% |
| Year | No. | Customer Name | Operating Revenue (万元) | Proportion of Total Operating Revenue | |------|-----|---------------|--------------------------|---------------------------------------| | | 4 | HiSilicon (华为海思) | 6,365.80 | 14.34% | | | 5 | Shanghai Center for Brain Science and Brain-Inspired Intelligence (上海脑科学与类脑研究中心) | 801.34 | 1.81% | | | | Total | 42,368.37 | 95.44% | | 2018 | 1 | HiSilicon (华为海思) | 11,425.64 | 97.63% | | | 2 | Hangzhou Boya Hongtu Video Technology Co., Ltd. (杭州博雅鸿图视频技术有限公司) | 141.51 | 1.21% | | | 3 | Xiamen Sigmastar Technology Co., Ltd. (厦门星宸科技有限公司) | 99.06 | 0.85% | | | 4 | Jiangsu Hengruitong Intelligent Technology Co., Ltd. (江苏恒瑞通智能科技有限公司) | 20.04 | 0.17% | | | 5 | Beijing DeepLens Technology Co., Ltd. (北京的卢深视科技有限公司) | 10.67 | 0.09% | | | | Total | 11,696.92 | 99.95% | | 2017 | 1 | HiSilicon (华为海思) | 771.27 | 98.34% | | | 2 | CAS Academicians Shanghai Pudong Activity Center (中科院院士上海浦东活动中心) | 4.85 | 0.62% | | | 3 | Nanjing University of Aeronautics and Astronautics (南京航空航天大学) | 4.80 | 0.61% | | | 4 | Nankai University (南开大学) | 3.40 | 0.43% | | | | Total | 784.33 | 100.00% |
Note: The Company's sales revenue to Sugon (中科曙光) includes subsidiaries within its consolidated scope.
From 2017 to 2019, the proportion of sales revenue to the top five customers was 100.00%, 99.95%, and 95.44%, respectively, indicating a relatively high concentration among the top five customers. In 2017 and 2018, the proportion of the Company's sales to its largest customer, HiSilicon (华为海思), was relatively high. The primary reason was that the Company was in its early-stage development, and HiSilicon had been authorized by the Company to integrate Cambricon terminal intelligent processor IP into its flagship smartphone chips, achieving mass shipments. In 2019, the Company expanded its cloud intelligent chip and accelerator card business, intelligent computing cluster business, and corresponding new customers, such as server manufacturers, cloud service providers, enterprises, and local government bodies. The proportion of sales to the Company's largest customer declined, achieving customer diversification, and the Company no longer had a situation where sales to a single customer exceeded 50% of the Company's total sales.
Regarding related-party transactions between the Company and major related parties or shareholders holding 5% or more of the Company's shares, please refer to this Prospectus
Section 7 "Corporate Governance and Independence" of the Prospectus — "VIII. Related Parties, Related Relationships, and Related-Party Transactions."
During the reporting period, the overall composition of the Company's operating costs was as follows:
| Item | 2019 Amount | 2019 % | 2018 Amount | 2018 % | 2017 Amount | 2017 % | |---|---|---|---|---|---|---| | Primary Business Cost | 14,105.43 | 99.88% | 11.71 | 100.00% | 0.30 | 100.00% | | Other Business Cost | 17.11 | 0.12% | - | - | - | - | | Total | 14,122.54 | 100.00% | 11.71 | 100.00% | 0.30 | 100.00% |
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
In 2017, 2018, and 2019, the Company's operating costs were 0.30 万元, 11.71 万元, and 14,122.54 万元, respectively. The proportion of primary business cost to total operating cost was 100.00%, 100.00%, and 99.88%, respectively.
The primary reason for the relatively small primary business cost in 2017 and 2018 is that the Company's principal business model is the internationally prevalent Fabless model for integrated circuit design enterprises, and the Company's operating revenue was primarily derived from revenue from terminal intelligent processor IP licensing sales. The technologies involved in the Company's R&D projects are cutting-edge technologies. Prior to achieving the commercialization of such technologies, the Company had already invested substantial R&D expenditures, primarily for the procurement of software tools and hardware platforms needed for chip R&D and design. Such procurement is not directed at specific customer projects and can be used across multiple projects and multiple stages within the Company; however, there is significant uncertainty as to whether the expenditures already incurred will generate corresponding returns. Therefore, before the commercialization of such technologies, the Company had already recognized the major R&D expenditures related to terminal intelligent processor IP as R&D expenses for the current period.
The primary reason for the sharp increase in the Company's operating costs in 2019 is that the Company expanded into cloud-side intelligent chip and accelerator card, and intelligent computing cluster system businesses, and procured wafers, various types of electronic components, outsourced processing services such as packaging, testing, and intelligent accelerator card processing, as well as integrated supporting servers and hardware equipment.
| Item | 2019 Amount | 2019 % | 2018 Amount | 2018 % | 2017 Amount | 2017 % | |---|---|---|---|---|---|---| | Terminal Intelligent Processor IP | 15.91 | 0.11% | 9.19 | 78.47% | - | - | | Cloud-Side Intelligent Chip and Accelerator Card | 1,717.59 | 12.18% | - | - | - | - | | Intelligent Computing Cluster System | 12,370.29 | 87.70% | - | - | - | - | | Other | 1.64 | 0.01% | 2.52 | 21.53% | 0.30 | 100.00% | | Total | 14,105.43 | 100.00% | 11.71 | 100.00% | 0.30 | 100.00% |
The primary reason for the relatively small primary business cost in 2017 and 2018 is that the Company had recognized the major R&D expenditures related to terminal intelligent processor IP as R&D expenses for the current period. In 2019, the Company expanded into two new primary businesses — cloud-side intelligent chip and accelerator card, and intelligent computing cluster system — with corresponding increases in business costs. The Company's primary business costs are matched to the sources of its primary business revenue.
The composition of the Company's primary business cost by category during the reporting period is as follows:
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Item | 2019 Amount | 2019 % | 2018 Amount | 2018 % | 2017 Amount | 2017 % | |---|---|---|---|---|---|---| | Direct Materials | 11,416.49 | 80.94% | 11.71 | 100.00% | 0.30 | 100.00% | | Packaging and Testing | 115.68 | 0.82% | - | - | - | - | | Manufacturing Overhead | 608.99 | 4.32% | - | - | - | - | | Other Raw Materials | 1,964.27 | 13.93% | - | - | - | - | | Total | 14,105.43 | 100.00% | 11.71 | 100.00% | 0.30 | 100.00% |
The primary business cost in 2017 and 2018 was relatively small. In 2019, the primary business cost grew substantially. The main reason is that in 2019, the Company expanded into cloud-side intelligent chip and accelerator card, and intelligent computing cluster system businesses, and accordingly procured direct materials such as wafers, various types of electronic components, integrated supporting servers and hardware equipment, as well as outsourced processing services such as packaging, testing, and intelligent accelerator card processing.
| Item | 2019 Gross Profit | 2019 % | 2018 Gross Profit | 2018 % | 2017 Gross Profit | 2017 % | |---|---|---|---|---|---|---| | Primary Business | 30,285.27 | 100.05% | 11,690.81 | 100.00% | 779.17 | 99.38% | | Terminal Intelligent Processor IP | 6,861.21 | 22.67% | 11,657.02 | 99.71% | 771.27 | 98.37% | | Cloud-Side Intelligent Chip and Accelerator Card | 6,170.65 | 20.38% | - | - | - | - | | Intelligent Computing Cluster System | 17,247.86 | 56.98% | - | - | - | - | | Other | 5.55 | 0.02% | 33.79 | 0.29% | 7.90 | 1.01% | | Other Business | -13.96 | -0.05% | - | - | 4.85 | 0.62% | | Total | 30,271.31 | 100.00% | 11,690.81 | 100.00% | 784.02 | 100.00% |
In 2017, 2018, and 2019, the Company's gross profit was 784.02 万元, 11,690.81 万元, and 30,271.31 万元, respectively, showing a year-on-year growth trend.
During the reporting period, the Company's gross profit was primarily derived from its primary business. From 2017 to 2019, the proportion of gross profit attributable to terminal intelligent processor IP was 98.37%, 99.71%, and 22.67%, respectively. The decline in the proportion of terminal intelligent processor IP gross profit in 2019 was primarily due to the fact that in 2019, the Company's two new business lines — cloud-side intelligent chip and accelerator card, and intelligent computing cluster system — made significant contributions to the Company's gross profit.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
| Business Category | 2019 | 2018 | 2017 | |---|---|---|---| | Primary Business | 68.22% | 99.90% | 99.96% | | Terminal Intelligent Processor IP | 99.77% | 99.92% | 100.00% | | Cloud-Side Intelligent Chip and Accelerator Card | 78.23% | - | - | | Intelligent Computing Cluster System | 58.23% | - | - | | Other | 77.17% | 93.05% | 96.34% | | Other Business | - | - | - | | Total | 68.19% | 99.90% | 99.96% |
Note 1: During the reporting period, the gross margins of the "Other" category within the Company's primary business were 96.34%, 93.05%, and 77.17%, respectively. The revenue from this category was 8.20 万元, 36.31 万元, and 7.19 万元, respectively, primarily from customized development and sales. The scale is small, and the gross margin is not of reference value.
Note 2: In 2019, the Company's other business consisted primarily of the sale of a small portion of raw materials, with sales revenue of 3.15 万元 and cost of 17.11 万元. Both amounts are small, and the gross margin is not of reference value.
In 2017, 2018, and 2019, the Company's overall gross margin was 99.96%, 99.90%, and 68.19%, respectively, showing a declining trend. The primary reason is that in 2019, the Company expanded into cloud-side intelligent chip and accelerator card, and intelligent computing cluster system businesses, and the gross margins of these two business lines are lower than that of terminal intelligent processor IP.
During the reporting period, the gross margin of the Company's terminal intelligent processor IP business was 100.00%, 99.92%, and 99.77%, respectively. The high gross margin of the terminal intelligent processor IP business is primarily attributable to the fact that the technologies involved in the Company's R&D projects are cutting-edge technologies. Prior to achieving the commercialization of such technologies, the Company had already invested substantial R&D expenditures, primarily for the procurement of software tools and hardware platforms needed for chip R&D and design. Such procurement is not directed at specific customer projects and can be used across multiple projects and multiple products; furthermore, there is significant uncertainty as to whether the expenditures already incurred will generate corresponding returns. Therefore, before the commercialization of such technologies, the Company had already recognized the R&D expenditures related to terminal intelligent processor IP as R&D expenses for the current period, resulting in a higher gross margin for this portion of the business.
In 2019, the Company expanded into the cloud-side intelligent chip and accelerator card business, with a gross margin of 78.23%. This business requires the external procurement of wafers and the outsourcing of packaging, testing, and board card processing. Such expenditures are all recognized as primary business costs, resulting in a gross margin lower than that of the terminal intelligent processor IP business.
Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Prospectus for Initial Public Offering and Listing on the STAR Market (Registration Draft)
In 2019, the gross margin of the Company's intelligent computing cluster system was 58.23%. The Company expanded into the intelligent computing cluster system business in 2019. This business requires the external procurement of supporting servers and hardware equipment, and the procurement expenditures are relatively high. Such expenditures are all recognized as primary business costs, resulting in a gross margin lower than that of the terminal intelligent processor IP business.
Currently, there are no listed companies domestically that are fully comparable to the Company in terms of both business model and product categories. On a global scale, the main entities currently engaged in the research, development, and mass production of artificial intelligence-related chips include Nvidia, Intel, AMD, and Huawei.
Hisilicon (HiSi, unlisted) and other companies. For information on listed companies in the same industry, please refer to "Section 6: Business and Technology," "II. (VIII) Comparison with Comparable Listed Companies in the Same Industry" of this Prospectus.
Therefore, listed companies or their specific business segments that are reasonably comparable to the Company's respective business models have been selected to conduct a comparative analysis of gross profit margins.
Currently, there are no domestically listed companies that are fully comparable to the Company in terms of both business model and product type for this business segment. ArcSoft (虹软科技, 688088.SH) and VeriSilicon (芯原股份) have been selected, using their overall gross profit margins or the gross profit margins of their respective business segments, for comparison with the Company's Terminal Intelligent Processor IP business gross profit margin. Although these companies differ from the Company in terms of industry, products, end-use applications, upstream and downstream sub-market conditions, and competitive landscape, their business models are reasonably comparable to those of the Company.
The comparison of gross profit margins between the comparable companies (or their respective business segments) and the Company's Terminal Intelligent Processor IP business is as follows:
| Company Name | Securities Code | Comparable Business | FY2019 | FY2018 | FY2017 | |---|---|---|---|---|---| | ArcSoft (虹软科技) | 688088.SH | Overall | 94.15% | 94.29% | 93.66% | | VeriSilicon (芯原股份) | — | Semiconductor IP Licensing Business | 97.20% | 96.35% | 92.68% | | Average | — | — | 95.68% | 95.32% | 93.17% | | Cambricon (寒武纪) | — | Terminal Intelligent Processor IP | 99.77% | 99.92% | 100.00% |
Note: As the 2019 annual reports of the comparable companies had not yet been disclosed, the data for ArcSoft (虹软科技) represents its January–September 2019 data; the data for VeriSilicon (芯原股份) represents its January–June 2019 data.
During the reporting period, the gross profit margin of the Company's Terminal Intelligent Processor IP business was higher than the average level of comparable companies. This is primarily because the technologies involved in the Company's R&D projects are at the frontier of science and technology. Software tools and hardware platforms purchased for chip R&D and design are not directed at specific customer projects and can be used across multiple projects and multiple stages of the Company's operations; accordingly, R&D expenditures related to Terminal Intelligent Processor IP are recognized as R&D expenses in the current period. By contrast, the corresponding cost of revenue for ArcSoft (虹软科技) includes the cost of technical personnel responsible for product integration; and the corresponding cost of revenue for VeriSilicon (芯原股份) includes the cost of customized IP licensing and the personnel costs required to provide customized IP portfolios and technical support in such business.
Nvidia (NVDA.O), Montage Technology (澜起科技, 688008.SH), Espressif Systems (乐鑫科技, 688018.SH), and Goodix Technology (汇顶科技, 603160.SH) have been selected, using their overall gross profit margins or the gross profit margins of their respective business segments, for comparison with the Company's Cloud Intelligent Chips and Accelerator Cards business gross profit margin. Although these companies differ from the Company in terms of products, end-use applications, and competitive landscape, their business models are reasonably comparable to those of the Company.
The comparison of gross profit margins between the comparable companies (or their respective business segments) and the Company's Cloud Intelligent Chips and Accelerator Cards business is as follows:
| Company Name | Securities Code | Comparable Business | FY2019 | FY2018 | FY2017 | |---|---|---|---|---|---| | Nvidia | NVDA.O | Overall | 61.99% | 61.21% | 59.93% | | Montage Technology (澜起科技) | 688008.SH | Memory Interface Chips | — | 70.82% | 65.84% | | Espressif Systems (乐鑫科技) | 688018.SH | Chips | 50.33% | 55.61% | 58.63% | | Goodix Technology (汇顶科技) | 603160.SH | Overall | 61.37% | 52.18% | 47.12% | | Average | — | — | 57.90% | 59.96% | 57.88% | | Cambricon (寒武纪) | — | Cloud Intelligent Chips and Accelerator Cards | 78.23% | — | — |
Note: As the 2019 annual reports of the comparable companies had not yet been fully disclosed, data for Nvidia and Espressif Systems (乐鑫科技) represent full-year 2019 data; data for the remaining comparable companies represent their January–September 2019 data.
In FY2019, the gross profit margin of the Company's Cloud Intelligent Chips and Accelerator Cards business was higher than the average level of domestic comparable companies. This is primarily because the Company's cloud intelligent chips are general-purpose intelligent chips in the field of artificial intelligence with high technological content, and their selling prices are higher than those of ordinary application-specific functional chips. The gross profit margin of the Company's Cloud Intelligent Chips and Accelerator Cards business was also higher than Nvidia's overall gross profit margin, primarily because Nvidia's overall business includes products with relatively lower gross profit margins, such as consumer graphics cards and terminal SoCs.
Inspur Software (浪潮软件, 600756.SH) and IBM (IBM.N) have been selected, using the gross profit margins of their respective business segments, for comparison with the Company's Intelligent Computing Cluster Systems business gross profit margin. Although these companies differ from the Company in terms of industry, products, end-use applications, upstream and downstream sub-market conditions, and competitive landscape, their business models are reasonably comparable to those of the Company.
The comparison of gross profit margins between the comparable companies' respective business segments and the Company's Intelligent Computing Cluster Systems business is as follows:
| Company Name | Securities Code | Comparable Business | FY2019 | FY2018 | FY2017 | |---|---|---|---|---|---| | Inspur Software (浪潮软件) | 600756.SH | Software and Systems Integration | — | 53.16% | 47.10% | | IBM | IBM.N | Systems | 51.10% | 49.80% | 53.20% | | Average | — | — | 51.10% | 51.48% | 50.15% | | Cambricon (寒武纪) | — | Intelligent Computing Cluster Systems | 58.23% | — | — |
Note: As the 2019 annual reports of the comparable companies had not yet been disclosed, IBM data represents its January–September 2019 data; Inspur Software (浪潮软件) did not disclose interim gross profit margins by product.
In FY2019, the gross profit margin of the Company's Intelligent Computing Cluster Systems business was higher than the average gross profit margin of the comparable companies' corresponding business segments. This is primarily because the Company's Intelligent Computing Cluster Systems incorporate the Company's independently developed cloud intelligent chips and accelerator cards as well as its foundational system software platform, resulting in a gross profit margin higher than that of comparable companies in the same industry.
| Item | FY2019 Amount | FY2019 % of Revenue | FY2018 Amount | FY2018 % of Revenue | FY2017 Amount | FY2017 % of Revenue | |---|---|---|---|---|---|---| | Selling Expenses | 1,901.31 | 4.28% | 621.60 | 5.31% | 12.00 | 1.53% | | Administrative Expenses | 105,607.89 | 237.89% | 4,407.56 | 37.66% | 37,204.14 | 4,743.44% | | R&D Expenses | 54,304.54 | 122.32% | 24,011.18 | 205.18% | 2,986.19 | 380.73% | | Financial Expenses | -431.34 | -0.97% | -269.71 | -2.30% | -144.42 | -18.41% | | Total | 161,382.39 | 363.52% | 28,770.63 | 245.85% | 40,057.90 | 5,107.29% |
In FY2017, FY2018, and FY2019, the Company's period expenses were 40,057.90万元, 28,770.63万元, and 161,382.39万元, respectively, representing 5,107.29%, 245.85%, and 363.52% of revenue, respectively. The high ratio of period expenses to revenue in FY2017 was primarily due to the fact that the Company was in its start-up phase with relatively low revenues, while share-based payment amounts within administrative expenses were relatively high and R&D expenses were also elevated. In FY2018, the ratio of period expenses to revenue declined year-on-year, but the amount and ratio remained relatively high, primarily because share-based payments within administrative expenses decreased, while the Company intensified its R&D efforts, resulting in elevated R&D expenses. In FY2019, the ratio of period expenses to revenue declined year-on-year, but the amount and ratio remained relatively high, primarily because share-based payment amounts within administrative expenses were elevated, and the Company continued to intensify its R&D efforts, resulting in elevated R&D expenses.
During the reporting period, the specific composition of the Company's selling expenses was as follows:
| Item | FY2019 Amount | FY2019 % | FY2018 Amount | FY2018 % | FY2017 Amount | FY2017 % | |---|---|---|---|---|---|---| | Employee Compensation | 1,044.77 | 54.95% | 420.79 | 67.70% | 12.00 | 100.00% | | Business Promotion Expenses | 435.36 | 22.90% | 111.53 | 17.94% | — | — | | Travel Expenses | 215.87 | 11.35% | 62.45 | 10.05% | — | — | | Business Entertainment Expenses | 118.55 | 6.24% | 20.55 | 3.31% | — | — | | Transportation Expenses | 23.42 | 1.23% | 4.33 | 0.70% | — | — | | Other | 63.34 | 3.33% | 1.94 | 0.31% | — | — | | Total | 1,901.31 | 100.00% | 621.60 | 100.00% | 12.00 | 100.00% |
In FY2017, FY2018, and FY2019, the Company's selling expenses were 12.00万元, 621.60万元, and 1,901.31万元, respectively, with selling expense ratios of 1.53%, 5.31%, and 4.28%, respectively. The Company's selling expenses primarily consist of sales personnel compensation, business promotion expenses, and travel expenses. The relatively rapid growth in employee compensation within selling expenses is primarily attributable to an increase in the number of sales personnel. During the reporting period, the selling expense ratio remained low, primarily because the Company's customer base is relatively concentrated and the number of sales personnel is small, enabling the Company to maintain selling expenses at a relatively low level.
During the reporting period, the specific composition of the Company's administrative expenses was as follows:
| Item | FY2019 Amount | FY2019 % | FY2018 Amount | FY2018 % | FY2017 Amount | FY2017 % | |---|---|---|---|---|---|---| | Share-based Payments | 94,379.44 | 89.37% | 17.48 | 0.40% | 36,398.57 | 97.83% | | Employee Compensation | 6,326.88 | 5.99% | 1,895.59 | 43.01% | 205.29 | 0.55% | | Rent | 2,122.82 | 2.01% | 964.67 | 21.89% | 263.46 | 0.71% | | Office Expenses | 475.01 | 0.45% | 296.92 | 6.74% | 63.03 | 0.17% | | Recruitment Expenses | 423.55 | 0.40% | 497.99 | 11.30% | 39.68 | 0.11% | | Renovation Expenses | 307.45 | 0.29% | 119.77 | 2.72% | 3.71 | 0.01% | | Business Entertainment Expenses | 261.44 | 0.25% | 72.80 | 1.65% | 43.21 | 0.12% | | Travel Expenses | 206.96 | 0.20% | 120.68 | 2.74% | 13.74 | 0.04% | | Consulting Fees | 193.08 | 0.18% | 42.38 | 0.96% | 23.58 | 0.06% | | Disability Employment Security Fund | 168.37 | 0.16% | 63.38 | 1.44% | 9.01 | 0.02% | | Other | 742.89 | 0.70% | 315.90 | 7.17% | 140.86 | 0.38% | | Total | 105,607.89 | 100.00% | 4,407.56 | 100.00% | 37,204.14 | 100.00% |
In FY2017, FY2018, and FY2019, the Company's administrative expenses were 37,204.14万元, 4,407.56万元, and 105,607.89万元, respectively. Among these, share-based payment amounts were 36,398.57万元, 17.48万元, and 94,379.44万元, respectively. After excluding share-based payments, administrative expenses were 805.56万元, 4,390.08万元, and 11,228.45万元, respectively, with administrative expense ratios (excluding share-based payments) of 102.71%, 37.51%, and 25.29%, respectively.
The Company's administrative expenses primarily consist of share-based payments, employee compensation, and rent, with employee compensation and rent increasing accordingly as the Company's business and headcount expanded. In FY2017, the Company was in its start-up phase with relatively low revenues, resulting in a high administrative expense ratio. In FY2018 and FY2019, the Company experienced rapid development with fast headcount growth, leading to rapid growth in employee compensation and consequently a relatively high proportion of administrative expenses excluding share-based payments.
During the reporting period, the Company conducted a total of 5 equity grants, all of which used the most recent investor capital increase price at the time of each grant as the basis for determining fair value. Among these, the share-based payment expenses for the third equity grant in December 2018 were required to be amortized over the service period; in December 2019, the relevant vesting condition clauses were cancelled, and the Company recognized the remaining share-based payment expenses for that grant as of the end of December 2019 on an accelerated basis in a lump sum. The share-based payment expenses for the remaining four grants were each recognized as non-recurring profit or loss in a lump sum at the time of the respective equity grants in April 2017, October 2017, September 2019, and December 2019. The share-based payment amounts in FY2017 and FY2019 were relatively large, primarily because the total equity granted in those two years was relatively high.
| Item | FY2019 Amount | FY2019 % | FY2018 Amount | FY2018 % | FY2017 Amount | FY2017 % | |---|---|---|---|---|---|---| | Employee Compensation | 28,322.38 | 52.15% | 9,895.42 | 41.21% | 2,214.59 | 74.16% | | Testing, Inspection, and Processing Fees | 12,448.34 | 22.92% | 8,679.76 | 36.15% | 72.17 | 2.42% | | Intellectual Property Affairs Fees | 2,776.51 | 5.11% | 1,625.37 | 6.77% | 209.47 | 7.01% | | Amortization of Intangible Assets | 2,741.46 | 5.05% | 915.51 | 3.81% | 7.82 | 0.26% | | Depreciation | 2,126.52 | 3.92% | 636.73 | 2.65% | 37.35 | 1.25% | | Entrusted and Collaborative R&D Expenditures | 1,883.88 | 3.47% | 100.00 | 0.42% | 0.00 | 0.00% | | Lease Fees | 1,813.83 | 3.34% | 861.80 | 3.59% | 264.81 | 8.87% | | Product Trial Production Costs | 875.42 | 1.61% | 793.51 | 3.30% | 0.00 | 0.00% | | Travel Expenses | 416.82 | 0.77% | 113.18 | 0.47% | 8.70 | 0.29% | | Materials | 269.71 | 0.50% | 240.73 | 1.00% | 103.49 | 3.47% | | Other | 629.67 | 1.16% | 149.17 | 0.62% | 67.79 | 2.27% | | Total | 54,304.54 | 100.00% | 24,011.18 | 100.00% | 2,986.19 | 100.00% |
2017, 2018, and 2019, the Company's R&D expenses were 2,986.19 万元 (RMB 29.8619 million), 24,011.18 万元 (RMB 240.1118 million), and 54,304.54 万元 (RMB 543.0454 million), respectively, with R&D expense ratios of 380.73%, 205.18%, and 122.32%, respectively.
During the reporting period, the Company continuously invested in R&D to maintain the forward-looking nature and leadership of its technological research and development, as well as the competitive advantage of its core technologies. The Company's R&D expenses are primarily composed of employee compensation, testing and processing fees, and intellectual property affairs fees. In 2017, the Company was in its startup phase with relatively low operating revenue, resulting in a high R&D expense ratio. In 2018 and 2019, the Company's business was in a phase of rapid development, with employee compensation for R&D personnel and testing and processing fees growing rapidly, causing R&D expense amounts to rise quickly and exceed the scale of operating revenue for the respective periods.
The testing and processing fees within R&D expenses primarily consist of tape-out fees used in research and development. The primary reason for the rapid growth in 2018 was that the Company began conducting tape-out activities in 2018, resulting in a significant increase in corresponding expenses. Intellectual property affairs fees primarily consist of: IP and EDA tools with a useful life of less than one year purchased for R&D purposes, which are recorded in other current assets and amortized; as well as application fees and agency fees for intellectual property rights corresponding to R&D results. The reason for the rapid growth in 2018 was that the Company's business developed rapidly, R&D investment increased, and R&D results multiplied, leading to a significant increase in the number of intellectual property applications and corresponding increases in application and agency fees.
| Project | 2019 | 2018 | 2017 | Implementation Status | |---|---|---|---|---| | Intelligent Processor Architecture | 8,756.38 | 5,054.75 | 673.67 | Ongoing | | Edge Intelligent Chip | 6,302.45 | 612.16 | - | Ongoing | | Basic System Software (Inference) | 4,489.65 | 340.76 | - | Ongoing | | PCIe Accelerator Card Hardware Products | 2,443.29 | 1,765.72 | 222.63 | Ongoing | | Basic System Software (Training) | 1,240.91 | - | - | Ongoing | | Hardware Platform (Training) | 1,145.16 | 427.34 | - | Ongoing | | High-End Cloud Intelligent Chip | 10,135.30 | 6,972.58 | 630.33 | Ongoing | | Mid-Range Cloud Intelligent Chip | 15,093.56 | 7,726.05 | 1,459.56 | Ongoing | | Others | 4,697.84 | 1,111.83 | - | Ongoing |
The specific composition of the Company's finance expenses during the reporting period is as follows:
| Item | 2019 Amount | 2018 Amount | 2017 Amount | |---|---|---|---| | Interest Expense | - | - | - | | Less: Interest Income | 512.53 | 371.67 | 145.37 | | Exchange Gains and Losses | 74.08 | 99.35 | - | | Handling Fees | 7.11 | 2.61 | 0.95 | | **Total** | **-431.34** | **-269.71** | **-144.42** |
In 2017, 2018, and 2019, the Company's finance expenses were -144.42 万元, -269.71 万元, and -431.34 万元, respectively. The Company's finance expenses are primarily composed of interest income and exchange gains and losses. In 2017, the Company's finance expenses primarily consisted of interest income. In 2018 and 2019, the Company's finance expenses primarily consisted of interest income and exchange gains and losses.
| Item | 2019 Amount | 2019 % | 2018 Amount | 2018 % | 2017 Amount | 2017 % | |---|---|---|---|---|---|---| | Government Grants Related to Assets | 1,701.41 | 50.23% | 1,228.06 | 17.76% | 124.22 | 15.07% | | Government Grants Related to Income | 1,684.99 | 49.74% | 5,685.95 | 82.23% | 699.47 | 84.89% | | Refund of Individual Income Tax Withholding Fees | 0.90 | 0.03% | 0.46 | 0.01% | 0.32 | 0.04% | | **Total** | **3,387.31** | **100.00%** | **6,914.47** | **100.00%** | **824.01** | **100.00%** |
In 2017, 2018, and 2019, the Company's other income was 824.01 万元, 6,914.47 万元, and 3,387.31 万元, respectively. The Company's other income primarily consists of government grants. In 2019, government grants recorded under "Deferred Income" decreased, resulting in a reduction in the amounts amortized into other income.
| Item | 2019 Amount | 2019 % | 2018 Amount | 2018 % | 2017 Amount | 2017 % | |---|---|---|---|---|---|---| | Investment Income from Long-term Equity Investments Accounted for Using the Equity Method | -0.0009 | 0.00% | - | - | - | - | | Structured Deposit Income | 10,397.53 | 100.00% | 6,110.52 | 97.95% | 257.97 | 86.21% | | Other Financial Product Income | - | - | 127.62 | 2.05% | 41.25 | 13.79% | | **Total** | **10,397.53** | **100.00%** | **6,238.13** | **100.00%** | **299.22** | **100.00%** |
In 2017, 2018, and 2019, the Company's investment income was 299.22 万元, 6,238.13 万元, and 10,397.53 万元, respectively. The Company's investment income primarily consists of structured deposit income. In 2018 and 2019, the Company's investment income increased significantly, primarily because the Company temporarily used a portion of its short-term idle funds to purchase structured deposits, thereby increasing structured deposit income.
For the impact of non-recurring gains and losses on the Company's profitability during the reporting period, please refer to "Section 8: Financial and Accounting Information and Management Analysis," sub-section "III. Non-Recurring Gains and Losses" of this Prospectus.
In 2017, 2018, and 2019, the net profit attributable to shareholders of the parent company was -38,070.04 万元 (RMB -380.7004 million), -4,104.65 万元 (RMB -41.0465 million), and -117,898.56 万元 (RMB -1,178.9856 million), respectively. After deducting non-recurring gains and losses, the net profit attributable to ordinary shareholders of the parent company was -2,886.07 万元 (RMB -28.8607 million), -17,191.50 万元 (RMB -171.915 million), and -37,673.31 万元 (RMB -376.7331 million), respectively. As of the end of December 2019, the Company's undistributed profits stood at -85,463.70 万元 (RMB -854.637 million).
The Company has not yet achieved profitability and has accumulated unrecovered losses. The primary reasons are as follows: the Company is still in its early start-up stage with a relatively small scale of operating revenue; it has been engaged in the research and development of artificial intelligence chip products and technologies since its establishment, and in order to maintain technological leadership, significant R&D funding has been invested. In addition, in 2017 and 2019, the Company's equity incentive schemes also caused a significant increase in accumulated unrecovered losses.
During the reporting period, the Company obtained relatively ample cash flow through equity financing to meet continuously increasing R&D investment and other daily operational expenditures, and attracted scientific and technical personnel and maintained the stability of the existing team through equity incentives and other means. As of December 31, 2019, the Company's monetary fund balance was 38,330.87 万元 (RMB 383.3087 million), and bank wealth management products amounted to 389,869.79 万元 (RMB 3,898.6979 million). The Company's asset-liability ratio was 6.68%, and all liabilities consisted of non-interest-bearing debts arising in the ordinary course of business, with no bank loans or other interest-bearing debts. The overall debt level was low, and the short-term solvency was strong.
As of the date of signing of this Prospectus, the fact that the Company has not yet achieved profitability and has accumulated unrecovered losses has not had a material adverse impact on the Company's cash flow, R&D investment, talent attraction, stability of the core team, or the sustainability of production and business operations.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
The unprofitable state may persist or accumulated unrecovered losses may continue to expand. For details, please refer to "Section 4: Risk Factors," "II. Risks of Accumulated Unrecovered Losses and Continued Losses."
At the end of each period during the reporting period, the Company's major asset composition was as follows:
| Item | 2019-12-31 Amount | 2019-12-31 Proportion | 2018-12-31 Amount | 2018-12-31 Proportion | 2017-12-31 Amount | 2017-12-31 Proportion | |---|---|---|---|---|---|---| | Current Assets | 445,124.11 | 95.35% | 295,394.40 | 97.12% | 56,943.41 | 96.48% | | Non-current Assets | 21,723.12 | 4.65% | 8,750.75 | 2.88% | 2,075.06 | 3.52% | | Total | 466,847.23 | 100.00% | 304,145.16 | 100.00% | 59,018.46 | 100.00% |
During the reporting period, the Company's total assets grew rapidly. At the end of 2017, 2018, and 2019, the Company's total assets were 59,018.46 万元, 304,145.16 万元, and 466,847.23 万元, respectively. In 2018 and 2019, the Company's total assets increased by 245,126.70 万元 and 162,702.07 万元, respectively, primarily due to equity financing conducted by the Company.
The Company operates under an asset-light model, with assets primarily consisting of current assets. At the end of 2017, 2018, and 2019, current assets as a proportion of total assets were 96.48%, 97.12%, and 95.35%, respectively. The above asset structure is consistent with the characteristics of the Company's business model.
At the end of each period during the reporting period, the Company's current assets and their composition were as follows:
| Item | 2019-12-31 Amount | 2019-12-31 Proportion | 2018-12-31 Amount | 2018-12-31 Proportion | 2017-12-31 Amount | 2017-12-31 Proportion | |---|---|---|---|---|---|---| | Monetary Funds | 38,330.87 | 8.61% | 135,437.49 | 45.85% | 23,219.62 | 40.78% | | Financial Assets Measured at Fair Value with Changes Recognized in Current Profit or Loss | - | - | - | - | 5,091.37 | 8.94% | | Accounts Receivable | 6,460.87 | 1.45% | 3,264.44 | 1.11% | 441.09 | 0.77% | | Prepayments | 1,089.16 | 0.24% | 2,299.45 | 0.78% | 3,639.63 | 6.39% | | Other Receivables | 1,265.53 | 0.28% | 1,855.53 | 0.63% | 461.17 | 0.81% | | Inventories | 5,106.55 | 1.15% | 514.85 | 0.17% | 4.94 | 0.01% |
| Item | 2019-12-31 Amount | 2019-12-31 Proportion | 2018-12-31 Amount | 2018-12-31 Proportion | 2017-12-31 Amount | 2017-12-31 Proportion | |---|---|---|---|---|---|---| | Other Current Assets | 392,871.15 | 88.26% | 152,022.65 | 51.46% | 24,085.58 | 42.30% | | Total | 445,124.11 | 100.00% | 295,394.40 | 100.00% | 56,943.41 | 100.00% |
During the reporting period, the Company's current assets primarily consisted of monetary funds and other current assets. At the end of 2017, 2018, and 2019, these two items combined accounted for 83.07%, 97.31%, and 96.87% of current assets, respectively.
At the end of each period during the reporting period, the Company's monetary funds were as follows:
| Item | 2019-12-31 Amount | 2019-12-31 Proportion | 2018-12-31 Amount | 2018-12-31 Proportion | 2017-12-31 Amount | 2017-12-31 Proportion | |---|---|---|---|---|---|---| | Bank Deposits | 38,330.87 | 100.00% | 135,437.49 | 100.00% | 23,219.62 | 100.00% | | Total | 38,330.87 | 100.00% | 135,437.49 | 100.00% | 23,219.62 | 100.00% |
At the end of 2017, 2018, and 2019, the Company's monetary fund balances were 23,219.62 万元, 135,437.49 万元, and 38,330.87 万元, respectively. The balance at the end of 2018 increased by 112,217.87 万元 compared to the end of 2017, primarily due to receipt of shareholder investment funds. The balance at the end of 2019 decreased by 97,106.62 万元 compared to the end of 2018, primarily because the Company used a portion of its monetary funds to purchase bank wealth management products, which were recorded under the "Other Current Assets" account.
At the end of 2017, 2018, and 2019, the balance of the Company's financial assets measured at fair value with changes recognized in current profit or loss was 5,091.37 万元, 0 万元, and 0 万元, respectively. The balance at the end of 2018 decreased by 5,091.37 万元 compared to the end of 2017, primarily because the relevant wealth management products matured.
At the end of each period during the reporting period, the Company's accounts receivable were as follows:
| Item | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---| | Gross Accounts Receivable | 6,477.77 | 3,264.44 | 441.09 | | Allowance for Bad Debts | 16.90 | - | - | | Net Accounts Receivable (Book Value) | 6,460.87 | 3,264.44 | 441.09 | | Accounts Receivable as % of Current Assets | 1.45% | 1.11% | 0.77% |
| Accounts Receivable Balance as % of Operating Revenue | 27.90% | 14.59% | 56.24% | |---|---|---|---|
At the end of 2017, 2018, and 2019, the net book value of the Company's accounts receivable was 441.09 万元, 3,264.44 万元, and 6,460.87 万元, respectively. Accounts receivable at the end of 2018 increased by 2,823.35 万元 compared to the end of 2017, a year-on-year increase of 640.08%, primarily due to a significant increase in the Company's sales revenue. Accounts receivable at the end of 2019 increased by 3,196.43 万元 compared to the end of 2018, a year-on-year increase of 97.92%, primarily due to growth in the Company's sales revenue.
The gross accounts receivable balance as a proportion of operating revenue for each period at the end of 2017, 2018, and 2019 was 56.24%, 27.90%, and 14.59%, respectively, showing a year-on-year declining trend. The Company formulates its credit policies based on industry characteristics and actual operating conditions, strictly enforces those credit policies, and maintains a good record of accounts receivable collection.
The Company's classification of accounts receivable by method of allowance for bad debts is shown in the following table:
| Category | Gross Amount | Proportion | Allowance for Bad Debts Amount | Provision Rate | Net Book Value | |---|---|---|---|---|---| | Individually Assessed Allowance | - | - | - | - | - | | Group-Based Allowance | 6,477.77 | 100.00% | 16.90 | 0.26% | 6,460.87 | | Total | 6,477.77 | 100.00% | 16.90 | 0.26% | 6,460.87 |
| Category | Gross Amount | Proportion | Allowance for Bad Debts Amount | Provision Rate | Net Book Value | |---|---|---|---|---|---| | Individually Significant Items with Individual Allowance | - | - | - | - | - | | Group-Based Allowance by Credit Risk Characteristics | 3,264.44 | 100.00% | - | - | 3,264.44 | | Individually Insignificant Items with Individual Allowance | - | - | - | - | - | | Total | 3,264.44 | 100.00% | - | - | 3,264.44 |
| Category | Gross Amount | Proportion | Allowance for Bad Debts Amount | Provision Rate | Net Book Value | |---|---|---|---|---|---| | Individually Significant Items with Individual Allowance | - | - | - | - | - |
| Group-Based Allowance by Credit Risk Characteristics | 441.09 | 100.00% | - | - | 441.09 | |---|---|---|---|---|---| | Individually Insignificant Items with Individual Allowance | - | - | - | - | - | | Total | 441.09 | 100.00% | - | - | 441.09 |
At the end of 2019, the group-based allowance for bad debts was provisioned based on groupings by credit risk characteristics. Within the credit risk characteristic groups, the aging loss rate schedule was used to provision for bad debts. For details, please refer to the accounts receivable aging analysis below.
The aging and allowance for bad debts for accounts receivable at the end of each period were as follows:
| Aging | Gross Amount | Proportion | Allowance Amount | Provision Rate | Net Book Value | |---|---|---|---|---|---| | Within 3 months | 6,139.71 | 94.78% | - | - | 6,139.71 | | 3–12 months | 338.06 | 5.22% | 16.90 | 5.00% | 321.16 | | 1–2 years | - | - | - | - | - | | Total | 6,477.77 | 100.00% | 16.90 | 0.26% | 6,460.87 |
| Aging | Gross Amount | Proportion | Allowance Amount | Provision Rate | Net Book Value | |---|---|---|---|---|---| | Within 3 months | 3,264.44 | 100.00% | - | - | 3,264.44 | | 3–12 months | - | - | - | - | - | | 1–2 years | - | - | - | - | - | | Total | 3,264.44 | 100.00% | - | - | 3,264.44 |
| Aging | Gross Amount | Proportion | Allowance Amount | Provision Rate | Net Book Value | |---|---|---|---|---|---| | Within 3 months | 441.09 | 100.00% | - | - | 441.09 | | 3–12 months | - | - | - | - | - | | 1–2 years | - | - | - | - | - | | Total | 441.09 | 100.00% | - | - | 441.09 |
The quality of the Company's accounts receivable is good, the risk of collection is low, and the policy for provisioning allowances for bad debts is relatively conservative. At the end of 2017, 2018, and 2019, the Company's allowance for bad debts was 0 万元, 0 万元, and 16.90 万元, respectively. In 2017 and 2018, all accounts receivable had an aging of within 3 months. At the end of 2019, accounts receivable with an aging of within 3 months accounted for 94.78% of the gross accounts receivable balance.
At the end of each period during the reporting period, the top five customers by accounts receivable balance were as follows:
| Period | Company Name | Book Balance | Proportion of Total Accounts Receivable Balance | |---|---|---|---| | End of 2019 | HiSilicon (华为海思) | 3,036.69 | 46.88% | | End of 2019 | Xi'an Fengdong Yixiang Technology Service Co., Ltd. (西安沣东仪享科技服务有限公司) | 2,212.26 | 34.15% | | End of 2019 | Beijing Jinshi Zhixin Technology Co., Ltd. (北京金石智信科技有限公司) | 305.81 | 4.72% | | End of 2019 | Beijing Kingsoft Cloud Network Technology Co., Ltd. (北京金山云网络技术有限公司) | 256.00 | 3.95% | | End of 2019 | Jiangsu Hengrei Tongzhi Intelligent Technology Co., Ltd. (江苏恒瑞通智能科技有限公司) | 252.00 | 3.89% | | End of 2019 | **Total** | **6,062.75** | **93.59%** | | End of 2018 | HiSilicon (华为海思) | 3,211.24 | 98.37% | | End of 2018 | Beijing Jinshi Zhixin Technology Co., Ltd. (北京金石智信科技有限公司) | 48.45 | 1.48% | | End of 2018 | Jiangsu Hengrei Tongzhi Intelligent Technology Co., Ltd. (江苏恒瑞通智能科技有限公司) | 4.75 | 0.15% | | End of 2018 | **Total** | **3,264.44** | **100.00%** | | End of 2017 | HiSilicon (华为海思) | 441.09 | 100.00% | | End of 2017 | **Total** | **441.09** | **100.00%** |
During the reporting period, the aging of receivable balances owed by the top five accounts receivable customers was mostly within 3 months. The Company's major accounts receivable customers are HiSilicon (华为海思) and Xi'an Fengdong Yixiang Technology Service Co., Ltd. (西安沣东仪享科技服务有限公司). The main accounts receivable debtors are enterprises and institutions with good credit standing and strong financial resources. The Company's accounts receivable have a high probability of collection and a low likelihood of bad debts occurring.
During the reporting period, the Company's prepayments primarily consisted of advance payments made to business partners in the course of daily operations. At the end of 2017, 2018, and 2019, the Company's prepayments were 3,639.63 万元, 2,299.45 万元, and 1,089.16 万元, respectively. At the end of 2018, prepayments decreased by 1,340.18 万元 compared to the prior year, a decrease of 36.82%, primarily because a large amount of tape-out fees had already been prepaid at the end of 2017, resulting in reduced prepaid tape-out fees in 2018. At the end of 2019, prepayments decreased by 1,210.29 万元 compared to the end of the prior year, a decrease of 52.63%, primarily due to a reduction in prepaid commissioned development fees in 2019.
| Item | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---| | Interest Receivable | - | 1,052.19 | 206.19 | | Structured Deposits and Call Deposits | - | 1,052.19 | 206.19 | | Other Receivables | 1,266.12 | 803.33 | 254.98 | | Deposits and Guarantees | 1,254.93 | 796.56 | 236.27 | | Petty Cash | 2.81 | 1.10 | 18.55 | | Advances Receivable | 7.27 | - | - | | Other | 1.11 | 5.68 | 0.15 | | Gross Book Balance | 1,266.12 | 1,855.53 | 461.17 | | Less: Allowance for Bad Debts on Other Receivables | 0.59 | - | - | | Net Book Value | 1,265.53 | 1,855.53 | 461.17 |
At the end of 2017, 2018, and 2019, the net book value of the Company's other receivables was 461.17 万元, 1,855.53 万元, and 1,265.53 万元, respectively. At the end of 2018, other receivables increased by 1,394.36 万元 compared to the end of the prior year, an increase of 302.36%, primarily due to an increase in interest receivable from structured deposits. At the end of 2019, other receivables decreased by 590.00 万元 compared to the end of the prior year, a decrease of 31.80%, primarily due to a decrease in interest receivable. Under the new financial instruments standards, interest on financial instruments accrued based on the effective interest rate method is included in the book balance of the corresponding financial instrument.
During the reporting period, the Company's other receivables primarily consisted of deposits and guarantees, which were mainly security deposits paid for the lease of office space. The increase in deposits and guarantees at the end of each period during the reporting period was primarily due to the expansion of office space as the Company's business scale grew.
At the end of each period during the reporting period, the composition of the Company's inventories and the provision for inventory write-downs were as follows:
| Item | Gross Book Balance | Inventory Write-down Provision | Net Book Value | Proportion of Total Inventories | |---|---|---|---|---| | Raw Materials | 3,254.47 | 149.42 | 3,105.05 | 60.81% | | Materials on Consignment Processing | 330.12 | - | 330.12 | 6.46% | | Finished Goods | 1,754.91 | 83.53 | 1,671.38 | 32.73% | | Total | 5,339.50 | | | |
| 2018-12-31 | | | | | | |---|---|---|---|---|---| | 原材料 (Raw materials) | 439.91 | - | 439.91 | 85.44% | | | 委托加工物资 (Consigned processing materials) | 74.94 | - | 74.94 | 14.56% | | | 合计 (Total) | 514.85 | - | 514.85 | 100.00% | |
| 2017-12-31 | | | | | | |---|---|---|---|---|---| | 原材料 (Raw materials) | 4.94 | - | 4.94 | 100.00% | | | 合计 (Total) | 4.94 | - | 4.94 | 100.00% | |
The Company's inventories during the reporting period are mainly divided into raw materials, consigned processing materials, and finished goods. Raw materials primarily consist of wafers, electronic components, chips, etc.; consigned processing materials primarily consist of products processed by outsourced manufacturers under the Company's Fabless model; finished goods primarily consist of completed products.
At the end of 2017 and 2018, the Company's inventory balance was relatively small, primarily because the Company was in its start-up stage, and its cloud-based intelligent chips and accelerator card products had not yet entered mass production, with only a small amount of raw materials and consigned processing materials in inventory.
At the end of 2019, the Company's inventory increased significantly, primarily because the Company's cloud-based intelligent chips and accelerator card products achieved scaled sales, and the Company added an intelligent computing cluster systems business. The Company needed to maintain stock and entrust manufacturers with production and processing, resulting in corresponding increases in raw materials, finished goods, and consigned processing materials.
On the balance sheet date, the Company's inventories are measured at the lower of cost and net realizable value. When the net realizable value is lower than cost, an inventory write-down provision is made for the difference. No inventory write-down provisions existed in 2017 and 2018. At the end of 2019, the Company's inventory write-down provision amounted to 232.95 万元 (RMB 2,329,500), primarily due to the Company's product iteration and upgrades, for which write-down provisions were made for older-generation products showing signs of impairment.
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Bank wealth management products (银行理财产品) | 389,869.79 | 99.24% | 149,500.00 | 98.34% | 24,000.00 | 99.64% | | Deductible VAT (可抵扣增值税) | 1,376.60 | 0.35% | 1,271.44 | 0.84% | 36.57 | 0.15% | | Prepaid taxes (预缴税金) | 248.72 | 0.06% | 248.63 | 0.16% | 36.12 | 0.15% | | Software license fees (软件许可费) | 497.79 | 0.13% | 483.11 | 0.32% | - | - | | Technical service fees (技术服务费) | 371.53 | 0.09% | 124.53 | 0.08% | - | - |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Prepaid rent and property management fees (待摊房租物业费) | 461.99 | 0.12% | 251.06 | 0.17% | 12.89 | 0.05% | | Other (其他) | 44.73 | 0.01% | 143.88 | 0.09% | 0.00 | 0.00% | | Total (合计) | 392,871.15 | 100.00% | 152,022.65 | 100.00% | 24,085.58 | 100.00% |
At the end of 2017, 2018, and 2019, the Company's other current assets amounted to 24,085.58 万元, 152,022.65 万元, and 392,871.15 万元, respectively. At the end of 2018 and 2019, other current assets increased by 127,937.07 万元 and 240,848.50 万元 compared to the end of the previous period, representing increases of 531.18% and 158.43%, respectively. The primary reason was that at the end of 2018 and 2019, the Company received shareholder investment funds used to purchase bank wealth management products, with balances increasing by 125,500.00 万元 and 240,369.79 万元, respectively, compared to the end of the previous period. Additionally, as the Company's business scale expanded, deductible VAT at the end of 2018 increased by 1,234.87 万元 compared to the end of the previous period.
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Long-term equity investments (长期股权投资) | 136.03 | 0.63% | - | - | - | - | | Fixed assets (固定资产) | 8,604.79 | 39.61% | 4,050.64 | 46.29% | 704.98 | 33.97% | | Construction in progress (在建工程) | - | - | 40.70 | 0.47% | 419.13 | 20.20% | | Intangible assets (无形资产) | 11,915.01 | 54.85% | 3,544.55 | 40.51% | 309.18 | 14.90% | | Long-term deferred expenses (长期待摊费用) | 691.00 | 3.18% | 398.55 | 4.55% | 22.07 | 1.06% | | Other non-current assets (其他非流动资产) | 376.28 | 1.73% | 716.31 | 8.19% | 619.69 | 29.86% | | Total (合计) | 21,723.12 | 100.00% | 8,750.75 | 100.00% | 2,075.06 | 100.00% |
At the end of each reporting period, the Company's non-current assets were primarily comprised of fixed assets and intangible assets. At the end of 2017, 2018, and 2019, the combined proportion of these two items to total non-current assets was 48.87%, 86.79%, and 94.46%, respectively.
At the end of each reporting period, the carrying value of the Company's fixed assets is as follows:
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Testing equipment (测试设备) | 3,439.11 | 39.97% | 724.39 | 17.88% | 230.34 | 32.67% |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Electronic equipment (电子设备) | 4,739.06 | 55.07% | 3,045.55 | 75.19% | 395.97 | 56.17% | | Management tools (管理工具) | 426.61 | 4.96% | 280.71 | 6.93% | 78.67 | 11.16% | | Total (合计) | 8,604.79 | 100.00% | 4,050.64 | 100.00% | 704.98 | 100.00% |
At the end of 2017, 2018, and 2019, the Company's fixed assets amounted to 704.98 万元, 4,050.64 万元, and 8,604.79 万元, respectively. At the end of 2018, fixed assets increased rapidly compared to the previous year, primarily because the Company commenced tape-out and testing of cloud-based intelligent chips and accelerator cards in 2018, and the Company's headcount increased rapidly, leading to a rapid increase in electronic equipment. At the end of 2019, fixed assets increased rapidly compared to the end of the previous year, primarily because the Company expanded its cloud-based intelligent chips and accelerator cards as well as intelligent computing cluster systems businesses, resulting in rapid increases in testing equipment and electronic equipment.
| Item | Original Book Value | Accumulated Depreciation | Impairment Provision | Carrying Value | Condition Rate | |---|---|---|---|---|---| | Testing equipment (测试设备) | 4,141.87 | 702.76 | - | 3,439.11 | 83.03% | | Electronic equipment (电子设备) | 6,906.21 | 2,167.15 | - | 4,739.06 | 68.62% | | Management tools (管理工具) | 508.37 | 81.76 | - | 426.61 | 83.92% | | Total (合计) | 11,556.45 | 2,951.67 | - | 8,604.79 | 74.46% |
The overall condition rate of the Company's fixed assets is 74.46%, indicating a relatively high condition rate. There were no impairment circumstances for fixed assets at the end of the reporting period.
At the end of 2017, 2018, and 2019, the Company's construction in progress amounted to 419.13 万元, 40.70 万元, and 0 万元, respectively. At the end of 2018, construction in progress decreased compared to the previous year, primarily because certain construction in progress was completed and transferred to intangible assets in 2018, while the SAP supply chain system and OA system software were added to construction in progress. At the end of 2019, the Company transferred the SAP supply chain system and OA system software from the previous period-end into intangible assets, resulting in no construction in progress at period-end.
At the end of each reporting period, the carrying value of the Company's intangible assets is as follows:
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion |
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Technology licenses (技术许可) | 8,632.98 | 72.45% | 3,487.85 | 98.40% | 306.12 | 99.01% | | Software (软件) | 3,279.99 | 27.53% | 54.41 | 1.54% | 3.06 | 0.99% | | Patents (专利权) | 2.04 | 0.02% | 2.29 | 0.06% | - | - | | Total (合计) | 11,915.01 | 100.00% | 3,544.55 | 100.00% | 309.18 | 100.00% |
At the end of 2017, 2018, and 2019, the Company's intangible assets amounted to 309.18 万元, 3,544.55 万元, and 11,915.01 万元, respectively. In 2018 and 2019, the Company's intangible assets grew rapidly, primarily because the Company increased its R&D investment, and the purchased IP technology licenses and EDA software grew rapidly.
At the end of 2017, 2018, and 2019, the Company's long-term deferred expenses amounted to 22.07 万元, 398.55 万元, and 691.00 万元, respectively. The Company's long-term deferred expenses primarily consist of renovation costs, with relatively small balances at the end of each reporting period.
At the end of 2017, 2018, and 2019, the Company's other non-current assets amounted to 619.69 万元, 716.31 万元, and 376.28 万元, respectively. Other non-current assets primarily consist of advance payments for long-term asset purchases.
At the end of each reporting period, the Company's main liability composition is as shown in the following table:
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Current liabilities (流动负债) | 23,797.51 | 76.28% | 244,777.45 | 96.72% | 50,663.93 | 90.94% | | Non-current liabilities (非流动负债) | 7,401.77 | 23.72% | 8,303.47 | 3.28% | 5,046.88 | 9.06% | | Total (合计) | 31,199.28 | 100.00% | 253,080.92 | 100.00% | 55,710.80 | 100.00% |
At the end of 2017 and 2018, the Company's current liabilities were high in both amount and proportion, primarily because shareholder investment funds that had been received but for which business registration changes had not yet been completed were recorded under the other payables account. Subsequently, the Company completed the business registration changes for these shareholder investment funds, and the corresponding amounts were transferred from the other payables account to the owners' equity account.
At the end of each reporting period, the scale and composition of the Company's current liabilities are as follows:
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Accounts payable (应付账款) | 12,491.39 | 52.49% | 2,239.95 | 0.92% | 88.11 | 0.17% | | Advance receipts (预收款项) | 119.47 | 0.50% | - | - | - | - | | Employee compensation payable (应付职工薪酬) | 8,449.46 | 35.51% | 3,571.74 | 1.46% | 878.16 | 1.73% | | Taxes payable (应交税费) | 2,569.26 | 10.80% | 662.91 | 0.27% | 99.70 | 0.20% | | Other payables (其他应付款) | 167.93 | 0.71% | 238,302.85 | 97.35% | 49,597.96 | 97.90% | | Total (合计) | 23,797.51 | 100.00% | 244,777.45 | 100.00% | 50,663.93 | 100.00% |
At the end of each reporting period, the Company's current liabilities primarily consisted of other payables, accounts payable, employee compensation payable, and taxes payable.
| Item | 2019-12-31 | | 2018-12-31 | | 2017-12-31 | | |---|---|---|---|---|---|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Asset purchase payments (资产采购款) | 5,370.82 | 43.00% | 1,693.98 | 75.63% | 85.88 | 97.46% | | Goods purchase payments (货物采购款) | 5,939.33 | 47.55% | 261.17 | 11.66% | - | - | | Other (其他) | 1,181.23 | 9.46% | 284.81 | 12.71% | 2.24 | 2.54% | | Total (合计) | 12,491.39 | 100.00% | 2,239.95 | 100.00% | 88.11 | 100.00% |
At the end of 2017, 2018, and 2019, the Company's accounts payable amounted to 88.11 万元, 2,239.95 万元, and 12,491.39 万元, respectively. The Company's accounts payable primarily consists of amounts payable to suppliers for goods. The Company's suppliers mainly include import agents, server manufacturers, and IP and EDA vendors, most of whom are well-known manufacturers with strong capabilities in the industry. The Company maintains long-term and mutually beneficial cooperative relationships with its suppliers, and the current accounts payable all represent normal liabilities for which the contractual settlement period has not yet been reached.
At the end of 2017, 2018, and 2019, the Company's employee compensation payable amounted to 878.16 万元, 3,571.74 万元, and 8,449.46 万元, respectively. The Company's employee compensation payable during the reporting period primarily consists of short-term compensation not yet disbursed and post-employment benefits and termination benefits accrued in accordance with regulations. Short-term compensation mainly includes wages, bonuses, allowances and subsidies, social insurance premiums, and housing provident fund contributions.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
At the end of 2018 and 2019, the Company's employee compensation payable increased by 2,693.58 万元 and 4,877.72 万元 compared to the end of the previous period, representing increases of 306.73% and 136.56%, respectively, primarily because the number of employees increased as the Company's business scale expanded.
| Item | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---| | Individual income tax withheld and remitted (代扣代缴个人所得税) | 1,288.77 | 299.71 | 82.12 | | Value-added tax (增值税) | 988.50 | 269.24 | - | | Employment security fund for persons with disabilities (残疾人就业保障金) | 173.32 | 60.46 | 8.80 | | Urban maintenance and construction tax (城市维护建设税) | 69.22 | 18.85 | - | | Education surcharge (教育费附加) | 29.67 | 8.08 | - | | Local education surcharge (地方教育附加) | 19.78 | 5.38 | - | | Stamp duty (印花税) | - | 1.18 | 8.77 | | Enterprise income tax (企业所得税) | - | 0.01 | - | | Total (合计) | 2,569.26 | 662.91 | 99.70 |
At the end of 2017, 2018, and 2019, the Company's taxes payable amounted to 99.70万元, 662.91万元, and 2,569.26万元 respectively. The Company's taxes payable primarily consisted of withholding individual income tax and value-added tax. The increase in taxes payable during the reporting period was mainly attributable to the expansion of the Company's scale, which resulted in a corresponding increase in individual income tax to be withheld and value-added tax payable at period-end.
At the end of each period during the reporting period, the Company's other payables were as follows:
| Item | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---| | Temporarily received investment funds | - | 238,257.48 | 49,593.75 | | Employee reimbursements payable | 144.97 | 44.54 | 4.21 | | Others | 22.95 | 0.83 | - | | **Total** | **167.93** | **238,302.85** | **49,597.96** |
At the end of 2017, 2018, and 2019, the Company's other payables amounted to 49,597.96万元, 238,302.85万元, and 167.93万元 respectively. At the end of 2017 and 2018, the Company's other payables primarily consisted of temporarily received investment funds. As the capital increase from new shareholders had not yet completed the business registration change, the shareholder investment funds were recorded under "Other Payables." Subsequently, the aforementioned shareholder investment funds completed the business registration change and were transferred from "Other Payables" to owners' equity.
During the reporting period, the Company's non-current liabilities consisted entirely of deferred income, amounting to 5,046.88万元, 8,303.47万元, and 7,401.77万元 at the end of 2017, 2018, and 2019 respectively, primarily representing government grants that had not yet been utilized or had not reached the amortization period.
**(IV) Amount, Term, Interest Rate, and Interest Expenses of Major Debt Items Including Bank Borrowings, Related-Party Borrowings, Contractual Commitment Obligations, and Contingent Liabilities as of the End of the Most Recent Period**
As of the end of 2019, the Company had no debt obligations such as bank borrowings, related-party borrowings, contractual commitment obligations, or contingent liabilities.
During the reporting period, the Company did not make any dividend distributions.
| Item | FY2019 | FY2018 | FY2017 | |---|---|---|---| | Net cash flows from operating activities | -20,179.60 | -5,549.05 | -2,352.43 | | Net cash flows from investing activities | -246,848.29 | -122,141.21 | -30,967.00 | | Net cash flows from financing activities | 169,995.36 | 240,507.48 | 49,593.75 | | Effect of exchange rate changes on cash and cash equivalents | -74.08 | -99.35 | - | | Net increase in cash and cash equivalents | -97,106.62 | 112,717.87 | 16,274.32 | | Closing balance of cash and cash equivalents | 38,330.87 | 135,437.49 | 22,719.62 |
During the reporting period, the Company's net cash flows from operating activities and net profit were as follows:
| Item | FY2019 | FY2018 | FY2017 | |---|---|---|---| | Net profit | -117,912.53 | -4,104.65 | -38,070.04 | | Add: Provision for asset impairment | 250.45 | - | - | | Depreciation of fixed assets, depletion of oil and gas assets, depreciation of productive biological assets | 2,260.81 | 664.50 | 40.52 | | Amortization of intangible assets | 2,756.50 | 915.84 | 8.04 | | Amortization of long-term deferred expenses | 328.17 | 119.77 | 3.71 | | Loss (gain) on disposal of fixed assets, intangible assets and other long-term assets (gains indicated with "−") | - | 2.88 | - | | Loss on retirement of fixed assets (gains indicated with "−") | 0.21 | -0.09 | - | | Loss on changes in fair value (gains indicated with "−") | - | 91.37 | -91.37 | | Finance expenses (income indicated with "−") | 74.08 | 99.35 | - | | Investment loss (income indicated with "−") | -10,397.53 | -6,238.13 | -299.22 | | Decrease in deferred tax assets (increase indicated with "−") | - | - | - | | Increase in deferred tax liabilities (decrease indicated with "−") | - | - | - | | Decrease in inventories (increase indicated with "−") | -4,824.65 | -509.91 | -4.94 | | Decrease in operating receivables (increase indicated with "−") | -2,940.97 | -4,439.31 | -4,545.00 | | Increase in operating payables (decrease indicated with "−") | 15,846.41 | 7,831.86 | 4,207.30 | | Others | 94,379.44 | 17.48 | 36,398.57 | | **Net cash flows from operating activities** | **-20,179.60** | **-5,549.05** | **-2,352.43** |
In FY2017, the Company's net cash flows from operating activities amounted to -2,352.43万元, while the net profit for the same period was -38,070.04万元. The difference was primarily attributable to the Company's share-based payment of 36,398.57万元.
In FY2018, the Company's net cash flows from operating activities amounted to -5,549.05万元, while the net profit for the same period was -4,104.65万元. The difference was primarily attributable to investment income of 6,238.13万元, an increase in operating receivables of 4,439.31万元, and an increase in operating payables of 7,831.86万元.
In FY2019, the Company's net cash flows from operating activities amounted to -20,179.60万元, while the net profit for the same period was -117,912.53万元. The difference was primarily attributable to share-based payments of 94,379.44万元, investment income of 10,397.53万元, an increase in inventories of 4,824.65万元, and an increase in operating payables of 15,846.41万元, among other factors.
In FY2017, FY2018, and FY2019, the net cash flows from the Company's investing activities amounted to -30,967.00万元, -122,141.21万元, and -246,848.29万元 respectively. The negative net cash flows from investing activities were primarily due to the Company's addition of wealth management products and structured deposits, as well as the purchase and construction of fixed assets (mainly electronic equipment) and intangible assets (mainly concession rights).
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
During the reporting period, all funds used for investment payments were the Company's own funds. The primary investments involved purchasing wealth management products from banks and other financial institutions, with the aim of improving the return on short-term idle funds while ensuring liquidity. The majority of the wealth management products purchased were principal-guaranteed products with good security and liquidity. The changes in interest income and investment returns are reasonable and consistent with the scale of monetary funds and investments.
In FY2017, FY2018, and FY2019, the net cash flows from the Company's financing activities amounted to 49,593.75万元, 240,507.48万元, and 169,995.36万元 respectively. The substantial net cash flows from financing activities were primarily due to the Company's capital increases.
In FY2017, FY2018, and FY2019, the cash paid by the Company for the purchase and construction of fixed assets, intangible assets, and other long-term assets amounted to 2,064.49万元, 7,485.55万元, and 15,621.40万元 respectively.
Apart from the above expenditures, the Company had no other significant capital expenditures during the reporting period.
The foreseeable significant capital expenditures of the Company in the future primarily relate to the next-generation cloud-based training chip and system project, the next-generation cloud-based inference chip and system project, and the next-generation edge-side artificial intelligence chip and system project, which are the planned investment projects to be funded by the proceeds from this share offering. Upon receipt of the raised funds, the Company will make phased investments in accordance with the designated investment plan. For further details, please refer to the relevant sections of this prospectus.
Please refer to Section 9 of this Prospectus, "Use of Proceeds and Future Development Plans," under "I. Plan for Use of Proceeds from This Offering."
| | 2019-12-31 / FY2019 | 2018-12-31 / FY2018 | 2017-12-31 / FY2017 | |---|---|---|---| | Current Ratio (times) | 18.70 | 1.21 | 1.12 | | Quick Ratio (times) | 18.49 | 1.20 | 1.12 | | Asset-to-Liability Ratio | 6.68% | 83.21% | 94.40% | | EBITDA (RMB 10,000) | -112,567.05 | -2,404.54 | -38,017.77 |
As of the end of 2017 and the end of 2018, the Company's current ratio and quick ratio were relatively low and the asset-to-liability ratio was relatively high. The primary reason was that, as of the end of 2017 and the end of 2018, the Company had recorded shareholder investment funds of RMB 495,937,500 (49,593.75 万元) and RMB 2,382,574,800 (238,257.48 万元), respectively, which had not yet completed business registration changes, under "other payables." After the business registration changes were subsequently completed, the shareholder investment funds were transferred out of the "other payables" account and reclassified into owners' equity.
After excluding the effect of shareholder investment funds recorded under other payables, the Company's liquidity position is as follows:
| Key Financial Indicators | 2019-12-31 / FY2019 | 2018-12-31 / FY2018 | 2017-12-31 / FY2017 | |---|---|---|---| | Current Ratio (times) | 18.70 | 45.31 | 53.21 | | Quick Ratio (times) | 18.49 | 45.23 | 53.20 | | Asset-to-Liability Ratio | 6.68% | 4.87% | 10.36% | | EBITDA (RMB 10,000) | -112,567.05 | -2,404.54 | -38,017.77 |
After excluding the effect of shareholder investment funds recorded under other payables, the Company's current ratios as of the end of 2017, 2018, and 2019 were 53.21, 45.31, and 18.70, respectively, and the quick ratios were 53.20, 45.23, and 18.49, respectively. During the reporting period, after excluding the effect of shareholder investment funds recorded under other payables, both the current ratio and quick ratio showed an overall declining trend. Nevertheless, the absolute values of the Company's current ratio and quick ratio remain high, reflecting sound operations and strong short-term solvency.
During the reporting period, due to factors such as continued capital injections by shareholders, the Company's long-term solvency has been strong. As of the end of 2017, 2018, and 2019, after excluding the effect of shareholder investment funds recorded under other payables, the Company's asset-to-liability ratios were 10.36%, 4.87%, and 6.68%, respectively, indicating a relatively stable capital structure and strong long-term solvency.
The Company does not have any material adverse changes or risk factors with respect to liquidity.
At present, there are no domestically listed companies that are fully comparable to the Company in terms of both business model and product type. Globally, the main companies currently engaged in the research, development, and mass production of artificial intelligence chips include Nvidia, Intel, AMD, and HiSilicon (华为海思, unlisted). Therefore, listed companies whose business models are reasonably comparable to the Company's respective business segments have been selected separately for comparative analysis of solvency indicators.
In fiscal years 2017 and 2018, the Company's business was primarily in terminal intelligent processor IP; therefore, comparable companies in that business segment have been selected for comparative solvency analysis. In fiscal year 2019, the Company expanded into cloud-side intelligent chips and accelerator cards, and intelligent computing cluster systems; therefore, all comparable companies across the Company's three business segments have been selected for comparative solvency analysis.
| Indicator | Company Business Segment | Comparable Company | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---|---|---| | Current Ratio | Terminal Intelligent Processor IP | Arcsoft (虹软科技) | 11.90 | 6.77 | 2.22 | | | | VeriSilicon (芯原股份) | 1.97 | 0.73 | 0.90 | | | Cloud-Side Intelligent Chips & Accelerator Cards | Nvidia | 7.67 | - | - | | | | Montage Technology (澜起科技) | 28.76 | - | - | | | | Espressif Systems (乐鑫科技) | 21.77 | - | - | | | | Goodix Technology (汇顶科技) | 3.39 | - | - | | | Intelligent Computing Cluster Systems | Inspur Software (浪潮软件) | 3.24 | - | - | | | | IBM | 1.02 | - | - | | | Average | | 9.97 | 3.75 | 1.56 | | | Company | | 18.70 | 45.31 | 53.21 |
| Indicator | Company Business Segment | Comparable Company | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---|---|---| | Quick Ratio | Terminal Intelligent Processor IP | Arcsoft (虹软科技) | 11.33 | 6.76 | 2.22 | | | | VeriSilicon (芯原股份) | 1.89 | 0.71 | 0.89 | | | Cloud-Side Intelligent Chips & Accelerator Cards | Nvidia | 7.13 | - | - | | | | Montage Technology (澜起科技) | 28.45 | - | - | | | | Espressif Systems (乐鑫科技) | 20.53 | - | - | | | | Goodix Technology (汇顶科技) | 3.19 | - | - | | | Intelligent Computing Cluster Systems | Inspur Software (浪潮软件) | 2.89 | - | - | | | | IBM | 0.98 | - | - | | | Average | | 9.55 | 3.74 | 1.56 | | | Company | | 18.49 | 45.23 | 53.20 |
| Indicator | Company Business Segment | Comparable Company | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---|---|---| | Asset-to-Liability Ratio | Terminal Intelligent Processor IP | Arcsoft (虹软科技) | 9.27% | 15.56% | 42.13% | | | | VeriSilicon (芯原股份) | 36.95% | 85.41% | 82.53% | | | Cloud-Side Intelligent Chips & Accelerator Cards | Nvidia | 29.52% | - | - | | | | Montage Technology (澜起科技) | 5.62% | - | - | | | | Espressif Systems (乐鑫科技) | 6.68% | - | - | | | | Goodix Technology (汇顶科技) | 24.93% | - | - | | | Intelligent Computing Cluster Systems | Inspur Software (浪潮软件) | 19.90% | - | - | | | | IBM | 86.21% | - | - | | | Average | | 27.39% | 50.49% | 62.33% | | | Company | | 6.68% | 4.87% | 10.36% |
Notes: 1. As the 2019 annual reports of comparable companies had not yet been disclosed, Arcsoft (虹软科技) data is as of September 30, 2019; VeriSilicon (芯原股份) data is as of June 30, 2019; 2. For the cloud-side intelligent chips and accelerator cards business segment, Nvidia and Espressif Systems (乐鑫科技) data are for fiscal year 2019; the remaining data are as of September 30, 2019; 3. Inspur Software (浪潮软件) data is as of September 30, 2019; IBM data is as of December 31, 2019; 4. Company data excludes the effect of investment funds recorded under other payables.
As of the end of 2017, 2018, and 2019, the Company's current ratio and quick ratio were all higher than the average levels of comparable listed companies in the same industry, and the asset-to-liability ratio was lower than that of comparable listed companies in the same industry. The primary reason is that, due to factors such as continued capital injections by shareholders, the Company maintained a high level of current assets, with monetary funds and other current assets accounting for a relatively high proportion of the asset structure, exceeding the average levels of comparable listed companies during the same periods.
(IX) Whether Material Adverse Changes or Risk Factors Exist with Respect to the Company's Ability to Continue as a Going Concern
Since its establishment, the Company has focused on the research, development, and technological innovation of artificial intelligence chip products, and is committed to developing core processor chips in the field of artificial intelligence to enable machines to better understand and serve humanity. The Company's core personnel have devoted more than a decade to the fields of processor chips and artificial intelligence, leading the Company in the development of a series of independently innovative key technologies, including intelligent processor instruction sets and microarchitecture. Through continuous research and development accumulation, the Company's products have earned a high degree of recognition in the industry and are widely applied in consumer electronics, data centers, cloud computing, and many other scenarios. Terminal devices adopting the Company's terminal intelligent processor IP have shipped over 100 million units; cloud-side intelligent chips and accelerator cards have also been applied in the products of domestic mainstream server manufacturers, leading internet enterprises, and cloud service companies, and have achieved mass production and shipment; the launch of edge intelligent chips and accelerator cards marks the Company's formation of a comprehensive series of intelligent chip product offerings covering cloud-side, edge-side, and terminal scenarios. In the future, the Company will continue to be grounded in independent innovation, continuously promoting upgrades in technology, products, and applications, driving the formation of new high-growth markets, and creating ample development space for the enhancement and expansion of the Company's business. With the implementation of the fund-raising investment projects, the Company will continue to maintain its competitive advantages, expand its market space, add new profit growth drivers, and further enhance its ability to continue as a going concern. If the fund-raising investment projects are able to achieve their expected returns, the Company's core business will be further developed, its market competitiveness will be greatly enhanced, and it will maintain strong going concern capability over a relatively long period in the future.
The Company has good asset quality and strong operational management capabilities. During the reporting period, the asset scale continued to expand and the going concern capability continued to strengthen. If the fund-raising projects under this offering are successfully implemented, the Company's financial strength will be significantly enhanced, and the asset scale will grow rapidly, laying a solid financial foundation for the Company's continuous innovation and leapfrog development. However, the realization of benefits from the fund-raising investment projects requires a certain period of time, and there is a degree of lag in benefit realization. There are certain uncertainties in the project construction process, and in the initial period of fund deployment, due to factors such as additional depreciation of fixed assets and amortization of intangible assets, there is a risk that the performance of the fund-raising investment projects may not fully meet expectations. After the projects are actually completed and put into operation, the market promotion and sales performance of the related products may also differ from the Company's projections, resulting in an investment return rate lower than expected, which in turn may affect the smooth achievement of the Company's business development goals.
Risk factors regarding the Company's ability to continue as a going concern are set out in this Prospectus under "Section 4, I, (VI) Risk of Failure to Execute Orders on Hand and Contracts on Schedule" and "Section 4, I, (I) Risks of Uncertainty in the Company's Continued Stable Operations and Future Development."
| Key Financial Indicators | FY2019 | FY2018 | FY2017 | |---|---|---|---| | Accounts Receivable Turnover Rate (times/year) | 9.13 | 6.32 | 2.11 | | Inventory Turnover Rate (times/year) | 5.02 | - | - | | Accounts Receivable Turnover Days (days) | 39.98 | 57.79 | 173.07 | | Inventory Turnover Days (days) | 72.64 | - | - |
Note: The Company's primary business in 2017 and 2018 was technology licensing for terminal intelligent processor IP. The operating costs and inventory amounts were extremely small, making the inventory turnover rate and inventory turnover days indicators not meaningful for reference purposes.
In fiscal years 2017, 2018, and 2019, the Company's accounts receivable turnover rates were 2.11 times/year, 6.32 times/year, and 9.13 times/year, respectively. The significant variation in the accounts receivable turnover rate during the reporting period was primarily attributable to the continuous growth of the Company's operating revenue in 2018 and 2019.
In fiscal year 2019, the Company expanded into cloud-side intelligent chips and accelerator cards, and intelligent computing cluster businesses, resulting in an inventory turnover rate of 5.02 times/year.
At present, there are no domestically listed companies that are fully comparable to the Company in terms of both business model and product type. Globally, the main companies currently engaged in the research, development, and mass production of artificial intelligence chips include Nvidia, Intel, AMD, and HiSilicon (华为海思, unlisted). Therefore, listed companies whose business models are reasonably comparable to the Company's respective business segments have been selected separately for comparative analysis of asset turnover indicators.
In fiscal years 2017 and 2018, the Company's business was primarily in terminal intelligent processor IP; therefore, comparable companies in that business segment have been selected for comparative asset turnover analysis. In fiscal year 2019, the Company expanded into cloud-side intelligent chips and accelerator cards, and intelligent computing cluster systems; therefore, all comparable companies across the Company's three business segments have been selected for comparative asset turnover analysis.
| Indicator | Company Business Segment | Comparable Company | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---|---|---| | Accounts Receivable Turnover Rate (times/year) | Terminal Intelligent Processor IP | Arcsoft (虹软科技) | 5.82 | 7.76 | 7.26 | | | | VeriSilicon (芯原股份) | 2.30 | 4.86 | 6.66 | | | Cloud-Side Intelligent Chips & Accelerator Cards | Nvidia | 7.09 | - | - | | | | Montage Technology (澜起科技) | 5.89 | - | - | | | | Espressif Systems (乐鑫科技) | 9.66 | - | - | | | | Goodix Technology (汇顶科技) | 4.60 | - | - | | | Intelligent Computing Cluster Systems | Inspur Software (浪潮软件) | 2.18 | - | - |
| | | IBM | 10.08 | - | - | |---|---|---|---|---|---| | | Average | | 5.95 | 6.31 | 6.96 | | | Company | | 9.13 | 6.32 | 2.11 |
| Indicator | Company Business Segment | Comparable Company | 2019-12-31 | 2018-12-31 | 2017-12-31 | |---|---|---|---|---|---| | Inventory Turnover Rate (times/year) | Terminal Intelligent Processor IP | Arcsoft (虹软科技) | 3.22 | 27.43 | 346.37 | | | | VeriSilicon (芯原股份) | 9.91 | 31.40 | 35.83 | | | Cloud-Side Intelligent Chips & Accelerator Cards | Nvidia | 3.25 | - | - | | | | Montage Technology (澜起科技) | 3.51 | - | - | | | | Espressif Systems (乐鑫科技) | 3.84 | - | - | | | | Goodix Technology (汇顶科技) | 4.63 | - | - | | | Intelligent Computing Cluster Systems | Inspur Software (浪潮软件) | 2.33 | - | - | | | | IBM | 24.63 | - | - | | | Average | | 6.92 | 29.42 | 191.10 | | | Company | | 5.02 | - | - |
Notes: 1. As the 2019 annual reports of comparable companies had not yet been disclosed, Arcsoft (虹软科技) data is as of September 30, 2019; VeriSilicon (芯原股份) data is as of June 30, 2019; 2. For the cloud-side intelligent chips and accelerator cards business segment, Nvidia data is as of January 26, 2020; Espressif Systems (乐鑫科技) data is as of December 31, 2019; the remaining data are as of September 30, 2019; 3. Inspur Software (浪潮软件) data is as of September 30, 2019; IBM data is as of December 31, 2019; 4. Company data excludes the effect of investment funds recorded under other payables.
In fiscal year 2017, the Company's accounts receivable turnover rate was below the industry average; in fiscal years 2018 and 2019, it was above the industry average. In fiscal year 2019, the Company's inventory turnover rate was slightly below the industry average.
During the reporting period, the Company did not undergo any major asset restructuring.
1. As reviewed and approved at the Fourth Meeting of the First Board of Directors held on February 24, 2020, the Company proposes to publicly issue shares and list them on a stock exchange. The total amount of funds expected to be raised from this initial public offering is approximately RMB 2,800,625,100 (280,062.51 万元), which will be used for the fund-raising investment projects. For details, please refer to the content under "Section 9, Use of Proceeds and Future Development Plans" of this Prospectus.
From December 2019 to the present, the outbreak of "Novel Coronavirus Pneumonia" (COVID-19) has had a certain impact on business operations and resumption of production in various regions. The Company operates under a Fabless model and has no self-built production facilities. The Company's suppliers mainly include IP licensors, server manufacturers, wafer fabrication plants, and packaging and testing plants. If the supply capacity of the aforementioned suppliers is affected by the epidemic, it may result in the Company being unable to fulfill its obligations to partners in a timely manner and being unable to provide on-site technical support to customers. In addition, the epidemic may cause delays in the construction and implementation of certain of the Company's intelligent computing cluster projects, or may significantly slow down the introduction speed of the Company's chip products. The above circumstances may have certain temporary impacts on the Company's business prospects, research and development plans, financial condition, and operating results.
As of December 31, 2019, the major operating lease agreements for properties entered into and still being performed by the Company and its subsidiaries (as lessees) are subject to the following rental payments in future years:
| Item | Rent | |---|---| | Within 1 year (inclusive) | 4,484.20 | | 1–2 years (inclusive of 2 years) | 2,159.74 | | 2–3 years (inclusive of 3 years) | 755.48 | | Total | 7,399.42 |
As of the end of 2019, there are no material contingencies that the Company needs to disclose.
The Company does not engage in diversified operations or cross-regional operations; therefore, there are no reportable segments.
Starting January 1, 2019, the Company has implemented the revised Accounting Standards for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments, Accounting Standards for Business Enterprises No. 23 — Transfer of Financial Assets, Accounting Standards for Business Enterprises No. 24 — Hedge Accounting, and Accounting Standards for Business Enterprises No. 37 — Presentation of Financial Instruments (hereinafter collectively referred to as the "New Financial Instruments Standards") issued by the Ministry of Finance.
In accordance with the relevant transitional provisions between the old and new standards, no adjustments shall be made to comparative period information. Differences arising from the application of the new standards versus the original standards as of the first date of implementation shall be retrospectively adjusted to retained earnings or other comprehensive income as of January 1, 2019.
The New Financial Instruments Standards changed the classification and measurement of financial assets, establishing three primary measurement categories: amortized cost; fair value through other comprehensive income; and fair value through profit or loss. The Company considers its own business model and the contractual cash flow characteristics of financial assets to perform the above classification. Equity investments are required to be measured at fair value through profit or loss; however, at initial recognition, an irrevocable election may be made to measure them at fair value through other comprehensive income (gains or losses on disposal cannot be recycled to profit or loss, but dividend income is recognized in profit or loss), and such election is irrevocable.
The New Financial Instruments Standards require the impairment measurement of financial assets to be changed from the "incurred loss model" to the "expected credit loss model," applicable to financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive income, and lease receivables.
1) The main impacts of implementing the New Financial Instruments Standards on the Company's financial statements as of January 1, 2019 are as follows:
| Balance Sheet Item | December 31, 2018 | Adjustment Impact from New Financial Instruments Standards | January 1, 2019 | |---|---|---|---| | Monetary funds | 135,437.49 | 7.88 | 135,445.36 | | Other receivables | 1,855.53 | -1,052.19 | 803.33 | | Other current assets | 152,022.65 | 1,044.32 | 153,066.97 |
2) As of January 1, 2019, the following table sets forth a comparison of the classification and measurement of the Company's financial assets and financial liabilities under the New Financial Instruments Standards versus the original financial instruments standards:
| Item | Original Financial Instruments Standards — Measurement Category | Original Financial Instruments Standards — Carrying Amount | New Financial Instruments Standards — Measurement Category | New Financial Instruments Standards — Carrying Amount | |---|---|---|---|---| | Monetary funds | Loans and receivables | 135,437.49 | Amortized cost | 135,445.36 | | Accounts receivable | Loans and receivables | 3,264.44 | Amortized cost | 3,264.44 | | Other receivables | Loans and receivables | 1,855.53 | Amortized cost | 803.33 | | Other current assets [Note] | Loans and receivables | 149,500.00 | Amortized cost | 150,544.32 | | Accounts payable | Other financial liabilities | 2,239.95 | Amortized cost | 2,239.95 | | Other payables | Other financial liabilities | 238,302.85 | Amortized cost | 238,302.85 |
Note: The difference between this amount and the balance sheet figure for other current assets is attributable to non-financial assets presented within other current assets, totaling 2,522.65 万元 (RMB 25,226,500).
3) As of January 1, 2019, the reconciliation table showing the adjustment of the carrying amounts of the Company's original financial assets and financial liabilities to the carrying amounts of the new financial assets and financial liabilities classified and measured in accordance with the New Financial Instruments Standards is as follows:
| Item | Carrying Amount as Presented under Original Financial Instruments Standards (hereinafter "Original CAS22") (December 31, 2018) | Reclassification | Remeasurement | Carrying Amount as Presented under New Financial Instruments Standards (hereinafter "New CAS22") (January 1, 2019) | |---|---|---|---|---| | **(1) Financial Assets** | | | | | | **Amortized Cost** | | | | | | Monetary funds | | | | | | Balance as presented under Original CAS22 and balance as presented under New CAS22 | 135,437.49 | | 7.88 | 135,445.36 | | Accounts receivable | | | | | | Balance as presented under Original CAS22 and balance as presented under New CAS22 | 3,264.44 | | | 3,264.44 | | Other receivables | | | | | | Balance as presented under Original CAS22 and balance as presented under New CAS22 | 1,855.53 | | -1,052.19 | 803.33 | | Other current assets | | | | | | Balance as presented under Original CAS22 and balance as presented under New CAS22 | 149,500.00 | | 1,044.32 | 150,544.32 | | **Total financial assets measured at amortized cost** | **290,057.45** | | | **290,057.45** | | **(2) Financial Liabilities** | | | | | | **Amortized Cost** | | | | | | Accounts payable | | | | | | Balance as presented under Original CAS22 and balance as presented under New CAS22 | 2,239.95 | | | 2,239.95 | | Other payables | | | | | | Balance as presented under Original CAS22 and balance as presented under New CAS22 | 238,302.85 | | | 238,302.85 | | **Total financial liabilities measured at amortized cost** | **240,542.80** | | | **240,542.80** |
The Company has not prepared a profit forecast report.
The Company's mission is "to create value for customers and become a leader of the intelligent era through continuous innovation," and its vision is "to enable machines to better understand and serve humanity." The Company focuses on the field of artificial intelligence chips, providing customers with a series of AI chip products and technical support services. In the future, the Company will build upon its core strengths, enhance its core technologies, leverage both internal and external resources, and drive enterprise development through independent innovation. Centered on computing power — the core driving force of artificial intelligence — the Company will adhere to the integrated cloud-edge-device strategy, and is dedicated to developing core chips for various types of intelligent cloud servers, intelligent terminals, and intelligent edge devices. The Company aspires to become an internationally leading AI chip design company serving global customers.
1. There are no material changes in the national and local laws, regulations, and economic policies that the Company is subject to; 2. The national macroeconomy continues to develop steadily; 3. The Company's current offering and listing of shares is successful and the raised funds are received smoothly; 4. The investment projects funded by the raised proceeds can be implemented smoothly and generate the expected returns; 5. There are no material changes in the industry and market environment in which the Company operates; 6. There are no major errors in the Company's business decisions and no major personnel changes that could seriously affect the Company's normal operations; 7. No unexpected events or other force majeure factors occur that would have a material adverse impact on the Company's normal operations.
Since its establishment, the Company has been engaged in the research, development, and design of AI chips, maintaining its competitive advantage in the industry through continuous technological innovation. The industry is currently in a phase of rapid development, and the Company can only maintain its existing market position and competitive advantage by continuously introducing new technologies and new products that meet market demands. Specific R&D arrangements include continuous iteration of processor core architecture, increased investment in software and ecosystem development, building up capabilities in advanced process and packaging design, and a technology middle platform/platform strategy.
The Company will adhere to the integrated cloud-edge-device development strategy, simultaneously advancing the research, development, and promotion of cloud, edge, and terminal products. While maintaining enterprise-level customers, the Company will also seek out and develop opportunities in consumer-grade products to tap into a larger market space.
Currently, the Company's products have been applied at scale in the fields of intelligent terminals, data centers, and the Internet. In the future, the Company will actively establish a presence in emerging fields such as intelligent manufacturing, smart finance, and smart education, actively investing resources in the innovative research and development of chip products that meet the needs of emerging customers, and continuously exploring new application scenarios and expanding new customer groups.
Currently, the customers for the Company's chip products are mainly concentrated in the regions surrounding Shanghai, Shenzhen, and Beijing. In the future, on the basis of strengthening marketing channel development in Shenzhen, Shanghai, and Beijing, the Company will further expand the coverage of its marketing channels, increase marketing outlets in other regions, provide customers with faster and more effective technical support, and better meet the localized needs of the market and customers.
As the Company's business grows rapidly and shipment volumes continue to increase, the Company will strengthen strategic cooperation with upstream and downstream participants in the industry chain. On the upstream side, the Company will maintain good communication and interaction with EDA vendors, wafer suppliers, packaging and testing manufacturers, etc., to ensure the Company can continuously obtain the latest technologies and best service support. On the downstream side, the Company will collaborate with application ecosystem partners to form a series of solutions that better address the needs of industry users, thereby more proactively achieving new customer acquisition.
The forward-looking information of the Company is based on speculative assumptions and is predictive in nature, subject to significant uncertainty. Investors should exercise caution when using such information in making investment decisions.
XIII. Major Financial Information and Operating Conditions After the Audit Cut-off Date of the Financial Report
The audit cut-off date of the Company's financial report is December 31, 2019. Tianjian Accounting Firm reviewed the Company's consolidated and parent company balance sheets as of March 31, 2020, as well as the consolidated and parent company income statements, consolidated and parent company cash flow statements, and notes to the financial statements for the period from January to March 2020, and issued Review Report No. Tianjian Shen [2020] 4741, expressing the following opinion: "Based on our review, we have not become aware of any matter that causes us to believe that the financial statements of Cambricon Company for the first quarter of 2020 have not been prepared, in all material respects, in accordance with the Accounting Standards for Business Enterprises, and do not fairly reflect Cambricon Company's consolidated and parent company financial position, results of operations and cash flows."
The Board of Directors, the Supervisory Board, and the directors, supervisors, and senior management of the Company have carefully reviewed the unaudited financial statements of the Company for January to March 2020 and have issued a special declaration, warranting that the information contained in such financial statements contains no false records, misleading statements, or material omissions, and assuming individual and joint liability for the authenticity, accuracy, and completeness of the contents thereof.
The Company's legal representative, the person in charge of accounting work, and the person in charge of the accounting department have carefully reviewed the unaudited financial statements of the Company for January to March 2020 and have issued a special declaration, warranting that such financial statements are true,
accurate, and complete.
The major financial data for January to March 2020, which is unaudited but has been reviewed, is as follows:
| Item | March 31, 2020 | December 31, 2019 | Change | |---|---|---|---| | Total assets | 449,354.56 | 466,847.23 | -3.75% | | Total liabilities | 24,394.76 | 31,199.28 | -21.81% | | Total owners' equity | 424,959.80 | 435,647.95 | -2.45% | | Owners' equity attributable to the parent company | 424,959.80 | 435,647.95 | -2.45% |
As of March 31, 2020, the Company's total assets were 449,354.56 万元 (RMB 4,493,545,600), a decrease of 3.75% compared to the end of the previous year. The slight decrease in asset size was primarily due to the funding invested in daily operating activities and project R&D, as well as amortization and depreciation of long-term assets. Total liabilities were 24,394.76 万元 (RMB 243,947,600), a decrease of 21.81% compared to the end of the previous year, primarily due to a decrease in accounts payable resulting from payment of certain procurement amounts, a decrease in employee compensation payable resulting from the payment of 2019 annual bonuses, and a decrease in taxes payable resulting from the payment of corresponding taxes. The owners' equity attributable to the parent company was 424,959.80 万元 (RMB 4,249,598,000), a decrease of 2.45% compared to the end of the previous year, which was generally stable overall.
| Item | January–March 2020 | January–March 2019 | Year-on-Year Change | |---|---|---|---| | Operating revenue | 1,155.26 | 1,424.67 | -18.91% | | Operating profit | -10,835.76 | -2,270.63 | — | | Total profit | -10,835.76 | -2,270.63 | — | | Net profit | -10,835.76 | -2,270.65 | — | | Net profit attributable to owners of the parent company | -10,835.76 | -2,270.65 | — | | Net profit attributable to owners of the parent company after deducting non-recurring gains and losses | -14,944.89 | -4,988.98 | — |
For the period from January to March 2020, the Company achieved operating revenue of 1,155.26 万元 (RMB 11,552,600), a decrease of 18.91% compared to the same period of the previous year. This was primarily due to a significant year-on-year decline in revenue from the terminal intelligent processor IP licensing business obtained from Huawei HiSilicon, as well as a certain degree of impact on the Company's operating revenue from the COVID-19 epidemic. In the first quarter of 2020, the Company's net profit was -10,835.76 万元 (RMB -108,357,600), primarily due to a significant increase in R&D investment. After excluding the impact of non-recurring gains and losses, the Company's net profit for the first quarter of 2020 declined compared to the same period of the previous year, primarily because R&D investment increased significantly compared to the same period of the previous year.
| Item | January–March 2020 Revenue | January–March 2020 Proportion | January–March 2019 Revenue | January–March 2019 Proportion | |---|---|---|---|---| | Terminal intelligent processor IP | 316.18 | 27.37% | 1,349.06 | 94.69% | | Cloud intelligent chips and acceleration cards | 661.97 | 57.30% | 75.61 | 5.31% | | Intelligent computing cluster systems | 6.40 | 0.55% | — | — | | Other | 170.71 | 14.78% | — | — | | Total | 1,155.26 | 100.00% | 1,424.67 | 100.00% |
Note: "Other" in the principal business revenue for January–March 2020 in the above table mainly refers to software.
For January–March 2020, the Company's terminal intelligent processor IP licensing business revenue was 316.18 万元 (RMB 3,161,800), a year-on-year decrease of 76.56%, primarily because revenue from the terminal intelligent processor IP licensing business obtained from HiSilicon (华为海思) declined significantly compared to the same period of the prior year. The Company's cloud intelligent chip and accelerator card revenue was 661.97 万元 (RMB 6,619,700), a year-on-year increase of 775.51%, representing a substantial year-on-year growth, while the proportion of revenue from cloud intelligent chip and accelerator card product sales also increased. The Company's intelligent computing cluster system revenue was 6.40 万元 (RMB 64,000), primarily comprising optimization service revenue from the Shanghai Brain Science and Brain-Inspired Research Center project. Other revenue was 170.71 万元 (RMB 1,707,100), primarily from software sold together with intelligent chips and accelerator cards. During January–March 2020, the COVID-19 pandemic had certain adverse effects on the Company's operating revenue.
| Item | January–March 2020 | January–March 2019 | Year-on-Year Change | |---|---|---|---| | Net cash flows from operating activities | -12,766.47 | -8,460.64 | - | | Net cash flows from investing activities | -8,992.81 | -91,195.35 | - | | Net cash flows from financing activities | - | - | - | | Net increase in cash and cash equivalents | -21,661.07 | -99,655.95 | - |
During January–March 2020, net cash flows from operating activities were -12,766.47 万元 (RMB -127,664,700), a decrease of 43,058,300 yuan compared to the same period of the prior year, primarily due to the expansion of the Company's business scale, resulting in increases in employee compensation paid, various taxes and fees paid, and other cash payments related to operating activities. During January–March 2020, net cash flows from investing activities decreased significantly year-on-year, primarily because the Company purchased structural deposits on a large scale during January–March 2019, and those structural deposits had not yet matured and been recovered as of the end of March 2019.
The quantity and value of on-hand orders for each of the Company's principal business segments as of the latest date are as follows:
As of the date of issuance of this reply report, the on-hand orders for the Company's terminal intelligent processor IP business are as set out in the table below:
| Customer | Amount | |---|---| | HiSilicon (华为海思) | Royalties calculated based on shipment volume of licensed products, not to exceed the amount stipulated in the agreement | | Beijing Smartchip Microelectronics Technology Co., Ltd. (北京智芯微电子科技有限公司) | 672 万元 (tax-inclusive) | | Hangzhou Boya Hongtu Video Technology Co., Ltd. (杭州博雅鸿图视频技术有限公司) | Royalties calculated based on shipment volume of licensed products | | Xiamen Sigmastar Technology Co., Ltd. (厦门星宸科技有限公司) | Royalties calculated based on shipment volume of licensed products | | Spreadtrum Communications (Shanghai) Co., Ltd. (展讯通信（上海）有限公司) | Royalties calculated based on shipment volume of licensed products |
In addition to the above-mentioned on-hand orders from signed contracts or placed orders, the terminal intelligent processor IP business has certain purchase contracts or orders with customers where business negotiations are ongoing and whose conclusion is relatively certain. Such customers are a certain intelligent inspection equipment manufacturer, with an estimated total value of approximately 595 万元 (RMB 5,950,000) (tax-inclusive).
Furthermore, certain customers of the Company's terminal intelligent processor IP licensing business are currently in the intensive business communication stage. Such customers primarily include IoT intelligent hardware chip design enterprises, communication chip design enterprises, intelligent terminal manufacturers, and others.
As of the date of issuance of this reply report, the on-hand orders for the Company's cloud intelligent chip and accelerator card business are as set out in the table below:
| Customer | Product Type | Amount (万元) | |---|---|---| | A leading enterprise in the intelligent IoT sector ("Hai某") | Siyuan 270 Accelerator Card | 880.00 | | A leading enterprise in the AI sector ("Ke某") | Siyuan 270 Accelerator Card | 245.00 | | China Electronics International Co., Ltd. (中国电子器材国际有限公司) | Siyuan 270 Accelerator Card | 47.00 | | Others | Siyuan 270 Accelerator Card | 9.60 | | **Total** | | **1,181.60** |
In addition to the above-mentioned on-hand orders from signed contracts or placed orders, the cloud intelligent chip and accelerator card business has certain purchase contracts or orders with customers where business negotiations are ongoing and whose conclusion is relatively certain. Such customers primarily include a certain server manufacturer and a certain leading enterprise in the AI sector, among others. The products expected to be sold are primarily the Siyuan 270, with an estimated total value of approximately 5,000.00 万元 (RMB 50,000,000).
Furthermore, certain customers of the Company's cloud intelligent chip and accelerator card business are currently in the intensive business communication stage. Such customers primarily include a number of leading internet enterprises, leading enterprises in the server industry, and cloud service enterprises.
As of the date of issuance of this reply report, the on-hand orders for the Company's edge intelligent chip and accelerator card business are as set out in the table below:
| Customer Name | Product Type | Amount (万元) | |---|---|---| | Shenzhen Yingtang Chuangtai Technology Co., Ltd. (深圳市英唐创泰科技有限公司) | Siyuan 220 Accelerator Card | 490.29 | | A leading enterprise in the intelligent IoT sector | Siyuan 220 Chip | 132.00 | | Shenzhen CEIEC Information Technology Co., Ltd. (深圳中电国际信息科技有限公司) | Siyuan 220 Accelerator Card | 16.13 | | Others | Siyuan 220 Accelerator Card | 5.53 | | **Total** | | **643.95** |
In addition to the above-mentioned on-hand orders from signed contracts or placed orders, the edge intelligent chip and accelerator card business has certain purchase contracts or orders with customers where business negotiations are ongoing and whose conclusion is relatively certain. Such customers are primarily leading internet enterprises. The products expected to be sold are primarily the Siyuan 220, with an estimated total value of approximately 1,000 万元 (RMB 10,000,000).
Furthermore, certain customers of the Company's edge intelligent chip and accelerator card business are currently in the intensive business communication stage. Such customers primarily include AI technology enterprises, intelligent transportation solution providers, large commercial banks, intelligent IoT system suppliers, and others.
As of the date of issuance of this reply report, the on-hand orders for the Company's intelligent computing cluster system business are as set out in the table below:
| Customer Name | On-Hand Order | Amount | |---|---|---| | Zhuhai Hengqin New Area Administrative Committee, Commerce Bureau (珠海市横琴新区管理委员会商务局) | Hengqin Advanced Intelligent Computing Platform (Phase II), Second Batch | 18,570.66 万元 (RMB 185,706,600) (excluding tax) |
Furthermore, certain customers of the Company's intelligent computing cluster system business are currently in the intensive business communication stage. Such customers primarily include certain local data centers, industry enterprises, and scientific research institutions.
| Item | Projected January–June 2020 | January–June 2019 | Year-on-Year Change | |---|---|---|---| | Operating Revenue | 8,200.00 to 8,600.00 | 9,799.05 | -16.32% to -12.24% | | Net Profit | -21,000.00 to -23,000.00 | -2,991.20 | - | | Net Profit Attributable to Owners of the Parent Company | -21,000.00 to -23,000.00 | -2,991.20 | - |
| Item | Projected January–June 2020 | January–June 2019 | Year-on-Year Change | |---|---|---|---| | Net Profit Attributable to Owners of the Parent Company After Deducting Non-Recurring Profit or Loss | -27,000.00 to -30,000.00 | -9,433.89 | - |
During January–June 2020, the Company's projected operating revenue is approximately 8,200.00 万元 to 8,600.00 万元 (RMB 82,000,000 to RMB 86,000,000), representing a projected year-on-year decrease of approximately 12.24% to 16.32%, primarily because revenue from the terminal intelligent processor IP licensing business obtained from HiSilicon (华为海思) is expected to decline significantly year-on-year, and due to the adverse impact of the COVID-19 pandemic. During January–June 2020, the Company's projected net profit is -23,000.00 万元 to -21,000.00 万元 (RMB -230,000,000 to RMB -210,000,000), primarily attributable to a significant increase in projected R&D expenditures leading to a decline in net profit.
| Item | Projected January–June 2020 | January–June 2019 | Year-on-Year Change | |---|---|---|---| | Terminal Intelligent Processor IP | 500.00 to 550.00 | 3,191.81 | -84.33% to -82.77% | | Cloud Intelligent Chips and Accelerator Cards | 6,300.00 to 6,500.00 | 6,607.24 | -4.65% to -1.62% | | Edge Intelligent Chips and Accelerator Cards | 440.00 to 530.00 | - | - | | Intelligent Computing Cluster Systems | 10.00 to 20.00 | - | - | | Basic System Software¹ | 780.00 to 800.00 | - | - | | Others | 170.00 to 200.00 | - | - | | **Total** | **8,200.00 to 8,600.00** | **9,799.05** | **-16.32% to -12.24%** |
Note 1: Basic system software refers to software used in conjunction with cloud intelligent chips and accelerator cards.
The Company's terminal intelligent processor IP licensing business is projected to generate revenue of approximately 500.00 万元 to 550.00 万元 (RMB 5,000,000 to RMB 5,500,000), representing a projected year-on-year decrease of approximately 82.77% to 84.33%, primarily because revenue from the terminal intelligent processor IP licensing business obtained from HiSilicon (华为海思) is expected to decline significantly year-on-year. The Company's cloud intelligent chip and accelerator card business is projected to generate revenue of approximately 6,300.00 万元 to 6,500.00 万元 (RMB 63,000,000 to RMB 65,000,000), representing a projected year-on-year decrease of approximately 1.62% to 4.65%. The Company's edge intelligent chip and accelerator card business is projected to generate revenue of approximately 440.00 万元 to 530.00 万元 (RMB 4,400,000 to RMB 5,300,000), primarily because the Company's edge intelligent chip and accelerator card products are expected to achieve large-scale sales in 2020. The Company's intelligent computing cluster system business is projected to generate revenue of approximately 10.00 万元 to 20.00 万元 (RMB 100,000 to RMB 200,000), primarily from optimization service revenue related to the Shanghai Brain Science and Brain-Inspired Research Center project. Basic system software is projected to generate revenue of approximately 780.00 万元 to 800.00 万元 (RMB 7,800,000 to RMB 8,000,000), primarily from software used in conjunction with cloud intelligent chips and accelerator cards. During January–June 2020, the COVID-19 pandemic had certain adverse effects on the Company's operating revenue.
The above projected key operating data for the first half of 2020 represent the Company's preliminary estimates, have not been audited by accountants, and do not constitute profit forecasts.
The construction of the fundraising investment projects in this offering centers on the Company's principal business and is aimed at enhancing the Company's product production capabilities and technological R&D strength, and will not cause any change to the Company's production and operation model. Pursuant to the resolution passed at the Fourth Meeting of the First Board of Directors held on February 24, 2020, and the resolution passed at the First Extraordinary General Meeting of 2020 held on March 10, 2020, approving the "Proposal Regarding the <Plan for the Company's Initial Public Offering and Listing of Shares in the Domestic Market>", the Company resolved to apply for an initial public offering of no more than 40,100,000 shares of RMB-denominated ordinary shares (A shares). After deducting issuance expenses, the proceeds from this offering will be invested in the following projects:
| No. | Project Name | Total Investment (万元) | Amount of Proceeds to Be Used (万元) | Filing Number | |---|---|---|---|---| | 1 | New-Generation Cloud Training Chip and System Project | 69,973.07 | 69,973.07 | Jing Hai Ke Xin Ju Bei [2020] No. 11 (京海科信局备[2020]11号) | | 2 | New-Generation Cloud Inference Chip and System Project | 60,016.97 | 60,016.97 | Jing Hai Ke Xin Ju Bei [2020] No. 12 (京海科信局备[2020]12号) | | 3 | New-Generation Edge Artificial Intelligence Chip and System Project | 60,072.47 | 60,072.47 | Jing Hai Ke Xin Ju Bei [2020] No. 10 (京海科信局备[2020]10号) | | 4 | Supplementing Working Capital | 90,000.00 | 90,000.00 | - | | **Total** | | **280,062.51** | **280,062.51** | |
Note: The above fundraising investment projects do not involve any new civil construction and are not subject to environmental impact assessment approval procedures.
| Project Name | Total Investment | Year 1 | Year 2 | Year 3 | |---|---|---|---|---| | New-Generation Cloud Training Chip and System Project | 69,973.07 | 17,969.30 | 40,143.87 | 11,859.90 | | New-Generation Cloud Inference Chip and System Project | 60,016.97 | 15,034.52 | 33,719.71 | 11,262.74 | | New-Generation Edge Artificial Intelligence Chip and System Project | 60,072.47 | 17,262.29 | 31,284.37 | 11,525.81 | | Supplementing Working Capital | 90,000.00 | 30,000.00 | 30,000.00 | 30,000.00 | | **Total** | **280,062.51** | **80,266.11** | **135,147.95** | **64,648.45** |
The total investment amount for the above projects is 280,062.51 万元 (RMB 2,800,625,100), with 80,266.11 万元 (RMB 802,661,100) to be invested in Year 1, 135,147.95 万元 (RMB 1,351,479,500) in Year 2, and 64,648.45 万元 (RMB 646,484,500) in Year 3. Absent any material unforeseeable market changes, the proceeds from this proposed public offering of shares will be invested in accordance with the implementation progress and priority of the projects. If the actual proceeds raised (after deducting corresponding issuance expenses) are insufficient to meet the investment requirements of the above fundraising investment projects, the funding shortfall will be resolved through self-raised funds. If, due to operational needs or market competition factors, any or all of the above fundraising investment projects must be funded in advance before the proceeds from this offering are in place, the Company plans to make advance investments using self-raised funds, and upon receipt of the proceeds from this offering, the Company may elect to replace the previously invested self-raised funds with the proceeds. If the actual proceeds raised (after deducting corresponding issuance expenses) exceed the investment requirements of the above fundraising investment projects, the surplus funds will be handled appropriately after completing the statutory procedures in accordance with applicable national laws, regulations, and relevant provisions of securities regulatory authorities.
On February 24, 2020, the Fourth Meeting of the First Board of Directors reviewed and approved the "Proposal of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Regarding the Fundraising Investment Projects for the Company's Domestic Initial Public Offering and Listing and Their Feasibility." At the same time, in order to standardize the management of the Company's proceeds and effectively protect the interests of investors at large, the Company passed the "Measures for the Management of Proceeds of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司)" at the First General Meeting of Shareholders on November 29, 2019, which will be strictly followed upon receipt of the proceeds from the offering and listing.
The use of the proceeds from this offering is conducive to optimizing the Company's product structure, enhancing the Company's core competitiveness and increasing market share through product upgrades and the development of new products. As of the date of signing of this prospectus, the controlling shareholder and actual controllers of the Company and other companies controlled by them do not have any horizontal competition relationship with the Company. Since its establishment, the Company has operated in strict compliance with the requirements of the Company Law, the Securities Law, and other laws and regulations, as well as the Articles of Association, maintaining separation from the controlling shareholder in terms of assets, personnel, finance, organizational structure, and business operations, and possessing a complete business system and the capability to independently operate directly in the market. The implementation of the fundraising investment projects in this offering will not give rise to horizontal competition or adversely affect the Company's independence.
The fundraising investment projects in this offering all center on the Company's principal business and core technologies, and such technology upgrade projects are in line with national industrial policies. The upgrade and iteration of cloud intelligent chips will enable the Company to better provide high-performance, highly secure server acceleration chips and their platform products for the cloud computing era. The edge chip R&D projects will refine the Company's integrated cloud-edge-end development strategy, fill the gaps in edge acceleration solutions in the market, and build new business growth points for the Company. Supplementing working capital will reduce the Company's debt financing, optimize the capital structure, reduce interest expenses and financial costs, and improve risk resilience. The successful implementation of the fundraising investment projects in this offering will provide the necessary technological and R&D resource support for the Company's future development of new products and technologies, as well as for the expansion of its business areas, and is required by the Company's technology-driven business development strategy.
The fund-raising investment projects have been formulated based on the Company's development planning requirements. They represent improvements and enhancements to the Company's existing product platforms, further advancing product iteration and technological innovation, expanding the scale of the Company's principal business, and comprehensively enhancing the Company's core competitiveness and market share. The fund-raising investment projects represent the development and improvement of the existing business system, and are commensurate with the Company's research and development capabilities, sales capabilities, operational capabilities, and management capabilities. After many years of development, the Company has accumulated extensive R&D experience and possesses a professional technical and management team with the market knowledge, personnel, technical expertise, and management experience required for the fund-raising investment projects.
Since the 19th National Congress of the Communist Party of China, the intelligent industry has become an emerging industry prioritized for development by the Party and the State. As the core material carrier of the artificial intelligence industry, the large-scale construction of artificial intelligence computing platforms has become an important infrastructure for industry development and ecological architecture. The report of the 19th National Congress proposed: to advance the deep integration of the Internet, big data, and artificial intelligence with the real economy, and to develop and strengthen the digital economy. The "New Generation Artificial Intelligence Development Plan," the overarching policy for the development of the artificial intelligence industry issued by the State Council, proposed the construction of high-efficiency computing infrastructure to enhance service support capabilities for artificial intelligence applications.
Driven by national policies, China's artificial intelligence industry has become more standardized and has entered a favorable stage of development. The Company should seize this opportunity to expand its R&D scale and strengthen its R&D capabilities, laying a solid foundation for the Company's accelerated development. In summary, the project construction has policy feasibility.
The project management team has carefully completed the preliminary preparatory work for this project. In the early stages of the project, relevant research activities were conducted to achieve the project objectives, and a feasibility analysis and assessment were carried out based on the objectives and research findings. After many years of development, the Company has developed a certain capacity for project planning, organization, coordination, execution, and control, and has accumulated extensive experience in the construction of the project management team, the execution of project plans, the control of project costs, the management of project quality, and the monitoring of project progress, making full preparation for the successful implementation of the project.
The Company places great importance on technical research and development work. The R&D management team has remained stable and all members possess extensive experience in technical R&D and system implementation for products and projects. Since the Company's establishment, the technical R&D team has maintained stability. As of December 31, 2019, the Company's technical R&D personnel had reached 680 persons, accounting for 79.25% of total employee headcount.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
The Company places great importance on the role of talent in its development and actively strengthens the building of its workforce. The Company has established a relatively comprehensive employee training system and plan, providing ongoing knowledge and skills training to incumbent employees. In addition, the Company has established a relatively comprehensive compensation, benefits, and performance bonus system, granting eligible employees certain equity incentives. At present, the Company has progressively established a professional team for product R&D, quality control, marketing, and corporate management. At the same time, the Company actively recruits outstanding talent, and the Company's workforce is capable of supporting the implementation of future fund-raising investment projects.
The Company is one of the few enterprises in the world that has comprehensively and systematically mastered the core technologies for intelligent chip R&D, productization, and foundational system software. The Company is able to provide a series of intelligent chip products and platform-based foundational system software that integrates cloud, edge, and terminal applications; achieves hardware-software collaboration; combines training and inference; and possesses a unified ecosystem. The core technologies mastered by the Company—including intelligent processor instruction sets, intelligent processor microarchitecture, intelligent chip programming languages, and intelligent chip high-performance mathematics libraries—are characterized by high barriers to entry, difficulty in R&D, and broad application scope, and hold significant technical, economic, and ecological value for the integrated circuit industry and the artificial intelligence industry.
Leveraging its leading core technologies, the Company was among the first to achieve the productization of multiple industry-leading technologies, such as launching the world's first commercial terminal intelligent processor IP product, Cambricon 1A, and China's first high peak-performance cloud-side intelligent chip, Siyuan 100. Through technological innovation and design optimization, the Company has continuously improved the performance, energy efficiency, and ease of use of its products, driving ongoing enhancements in product competitiveness. As of February 29, 2020, the Company had been granted 65 authorized patents. Leveraging its accumulated technological advantages, the Company has successfully achieved the commercial application of intelligent chips, providing strong support for the development of China's artificial intelligence industry.
In addition, the Company adopts a scientific research model that combines independent R&D with collaborative research, has broadly established cooperative relationships, and has strengthened technological and product innovation oriented toward the market, thereby ensuring the technical feasibility of the projects.
The construction objective of this project is to develop next-generation artificial intelligence cloud-side training chips and systems. Starting from the market and customer requirements for cloud-side training chips in terms of computational performance, memory access bandwidth, and interconnect bandwidth, the Company plans to upgrade and iterate its existing processor chip architecture, instruction set, hardware arithmetic units, and programming development platform, and to introduce mainstream technologies such as advanced processes, advanced packaging, advanced memory, and high-speed inter-chip interconnects, in order to develop next-generation cloud-side training chips and supporting software support systems.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
The development of next-generation artificial intelligence cloud-side training chips is a systematic engineering endeavor and is the ultimate construction objective of this project. Building upon the Company's existing R&D platforms and core technologies, the Company plans to carry out R&D work in the following directions:
Design a next-generation cloud-side training chip architecture tailored to the computational and memory access characteristics of artificial intelligence training algorithms, improving chip performance and reducing power consumption, while taking into account scalability and effectively supporting different types of artificial intelligence algorithms such as vision, speech, natural language, recommendation systems, and traditional machine learning. The relevant R&D content includes:
1) Establish a hardware-software mapping model between artificial intelligence algorithms and cloud-side training chips and intelligent computing clusters, enabling the mapping of artificial intelligence model training tasks of different types and sizes onto single chips and multi-chip computing clusters of different scales.
2) Design a multi-level memory structure suitable for next-generation cloud-side training chips, further optimizing intra-chip data movement for artificial intelligence training tasks and reducing memory access overhead.
3) Optimize the pipeline of major logic function modules, reduce the latency of each processing step, improve operating frequency, and optimize the overall performance of cloud-side training chips.
4) Analyze the impact of key architectural parameters—such as the number of on-chip processor cores, the size and quantity of arithmetic units and private memory per core, and the size of shared memory units across multiple cores—on the performance and energy efficiency of cloud-side training chips, and select appropriate architectural parameters for cloud-side training chips by comprehensively weighing factors such as chip cost and yield.
Design a simulator for cloud-side training chips that can powerfully support the optimization of architectural parameters for cloud-side training chips and shorten the R&D cycle. The simulator contains configurable parameters including the size of arithmetic units in each processor core, the size and width of private memory units, and the size and width of memory units shared across processor cores. It can simulate real chip operation and estimate corresponding performance and energy consumption. Through hardware modeling, designers can quantitatively observe and analyze the behavior and characteristics of target application programs when executed on the simulated system. Cycle-accurate performance simulators are employed to achieve microarchitectural performance analysis and design space exploration, providing quantitative guidance for chip microstructure design.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
1) Conduct in-depth research into the characteristics of various artificial intelligence training tasks in scenarios such as vision, speech, natural language, and traditional machine learning; comprehensively analyze their control flow information, basic computational characteristics, instruction sequence characteristics, operand characteristics, loop characteristics, loop structure characteristics, and core loop characteristics; and provide effective guidance for cloud-side training chip instruction set design.
2) Building upon the Company's existing instruction set, extend and define the instruction set for cloud-side training chips. The degree of alignment between the chip instruction set and the application domain determines the flexibility and performance of cloud-side training chips in practical applications. During the implementation of the project, the hardware characteristics of cloud-side training chips will be comprehensively considered, and starting from the common characteristics of artificial intelligence training tasks, characteristic information of different application programs at different granularities will be extracted to design a high-concurrency, high-scalability, high-efficiency, and high-performance intelligent processor instruction set for cloud-side training chips.
1) Research accuracy measurement methods for various artificial intelligence algorithms, determine the selection of quantization parameters for each layer based on layer-by-layer accuracy measurements and the relationship between the computational precision of each layer of the intelligent model and the algorithm's accuracy, and reasonably control the error at each layer. Furthermore, through exploration, identify the universal data evolution laws underlying different artificial intelligence applications and different model frameworks, propose quantization strategies with adaptive characteristics, develop quantization schemes that can dynamically adjust for different model structures, different training stages, and different data distributions, and establish bridges between various applications and quantization methods.
2) Traditional chips (such as CPUs, GPUs, etc.) use 32-bit floating-point operations for model training, which is slow and energy-intensive. Although both academia and industry have already conducted research on low bit-width fixed-point training, these approaches suffer from severe degradation in training accuracy and cannot meet practical application requirements. The Company will continue to conduct in-depth research into cloud-side training methods based on low bit-width fixed-point arithmetic units (such as INT16, INT8, INT4, etc.), with the aim of improving the training speed and energy efficiency of various artificial intelligence models while ensuring no loss in training accuracy.
3) Research mechanisms that can automatically adjust the computational precision of different modules of artificial intelligence models in response to changes in model structure, hardware architecture, and application scenarios, thereby improving the performance of artificial intelligence training tasks and laying the technical foundation for the convergence of cloud, edge, and terminal training tasks.
1) Research and build a programming model oriented toward cloud-side training tasks; research performance optimization methods and underlying mathematics libraries oriented toward cloud-side training chip architecture; and, in view of the architectural characteristics of cloud-side training chips, improve the actual execution efficiency of cloud-side training chips.
2) Research automatic mapping technology for intelligent programming models; for intelligent programming models, automatically optimize the mapping of intelligent applications to underlying cloud-side training chips; and achieve optimal resource scheduling for cloud-side training chips based on the computational and memory access patterns of different artificial intelligence training tasks.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
3) Research automated scheduling technology capable of partitioning and scheduling artificial intelligence training tasks to the various processor cores of cloud-side training chips for computation; introduce cloud-side training chip performance modeling technology into compilers and runtime environments; establish relevant performance models; and ultimately achieve automated mapping and scheduling of tasks.
4) Research simple and efficient synchronization mechanisms, and utilize the data dependency relationships among sub-tasks and between different levels of artificial intelligence training tasks to reduce data transmission and computational workload.
The estimated construction period for this project is 3 years, with a total investment of 69,973.07 万元 (RMB 699,730,700). The specific investment amounts and proportions for each item are as follows:
| No. | Investment Item | Amount (万元) | Investment Proportion | |-----|----------------|--------------|----------------------| | 1 | Equipment costs | 9,257.00 | 13.23% | | 2 | Materials costs | 2,180.00 | 3.12% | | 3 | Chip tape-out costs | 19,800.00 | 28.30% | | 4 | Software procurement and IP licensing costs | 4,230.00 | 6.05% | | 5 | Personnel costs | 26,942.26 | 38.50% | | 6 | Travel/conference costs | 629.55 | 0.90% | | 7 | Working capital base | 6,934.27 | 9.91% | | | Total | 69,973.07 | 100.00% |
This project will not generate industrial wastewater, exhaust gas, solid waste, or noise, and will not cause environmental pollution.
This project is planned to be carried out at Zhizhen Tower, Haidian District, Beijing, and at the Company's R&D centers in Shanghai, Hefei, and Xi'an, conducting R&D work related to artificial intelligence cloud-side training chips and systems. The construction and implementation schedule of the project is divided into the following phases: implementation planning and preliminary preparation, equipment procurement and installation, product design and development, testing/verification and tape-out, and industrialized application — a total of 5 phases. The estimated project construction period is 36 months.
| Phase / Time (months) | 3 | 6 | 9 | 12 | 15 | 18 | 21 | 24 | 27 | 30 | 33 | 36 | T+36 | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Implementation planning and preliminary preparation | | | | | | | | | | | | | | | Equipment procurement and installation | | | | | | | | | | | | | | | Product design and development | | | | | | | | | | | | | |
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
| Testing/verification and tape-out | | | | | | | | | | | | | | | Industrialized application | | | | | | | | | | | | | |
Note: T represents the initial year of construction; numbers such as 3–36 represent the number of months.
The construction objective of this project is to develop next-generation artificial intelligence cloud-side inference chips and systems. In response to the current artificial intelligence industry's high requirements for cloud-side inference chips in terms of functionality, energy efficiency, and cost, this project builds upon existing technology and product accumulations, balances cost and R&D investment, employs appropriate process, packaging, and memory technologies, and develops cloud-side inference chips and supporting software support systems that are applicable to more application scenarios, more efficient, and offer a higher cost-performance ratio.
The development of next-generation artificial intelligence cloud-side inference chips is a systematic engineering endeavor and is the ultimate construction objective of this project. Building upon the Company's existing R&D platforms and core technologies, the Company plans to carry out R&D work in the following directions:
1) Based on the Company's existing instruction set technology, research instruction set extension methods compatible with fractal processor architecture from the perspectives of computation, control logic, and memory access.
2) Research the model characteristics of various new types of artificial intelligence inference tasks, as well as methods for abstracting and extracting computational and memory access characteristics; combined with future trends in artificial intelligence algorithm development (such as multimodal artificial intelligence tasks), establish fractal hardware-software mapping for artificial intelligence inference tasks.
3) Research fractal chip structures oriented toward cloud-side artificial intelligence inference tasks; research fractal organizational methods from processor cores to arithmetic units within cloud-side inference chips; research fractal hierarchical organization of memory; and research methods for the identification and elimination of redundant data.
In order to accelerate the design efficiency and shorten the design cycle of cloud-side inference chips, high-speed interface modules such as PCIe and DRAM need to be integrated internally. The integration and verification of these modules represent an important aspect of cloud-side inference chip development.
1) Master the integration and verification technologies for advanced bus interfaces such as PCIe 4.0/5.0 to meet the growing requirements of cloud-side inference chips for data access bandwidth, significantly improve the throughput of artificial intelligence inference tasks and reduce their latency, and build a PCIe 4.0/5.0 high-speed interface verification platform compatible with next-generation cloud-side inference chips.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
2) Master the integration and verification technologies for advanced high-bandwidth DRAM interfaces, further improve the memory access bandwidth of cloud-side inference chips, further enhance the concurrency of cloud-side inference chips when processing multiple tasks, and comprehensively improve the performance and throughput of next-generation cloud-side inference chips when executing cloud-side artificial intelligence inference tasks.
1) Using cloud-side inference chips as the base platform, research unified programming paradigms and domain-specific language definitions for intelligent chips, enabling users to describe artificial intelligence models of different types using a unified programming approach. This involves performing semantic analysis of models defined in domain-specific programming languages, constructing corresponding semantic models, optimizing the semantic models for specific platforms, and ultimately translating them into heterogeneous intermediate representations.
2) Research compiler design for domain-specific programming languages; on the basis of providing conventional functions such as basic code translation, intermediate representation, and static optimization, implement extended compilation from programs to instruction sets and complete program compilation and optimization by proposing representation models for intelligent chip compilers and methods for optimizing performance metrics.
The estimated construction period for this project is 3 years, with a total investment of 60,016.97 万元 (RMB 600,169,700). The specific investment amounts and proportions for each item are as follows:
| No. | Investment Item | Amount (万元) | Investment Proportion | |-----|----------------|--------------|----------------------| | 1 | Equipment costs | 7,231.00 | 12.05% | | 2 | Materials costs | 2,083.50 | 3.47% | | 3 | Chip tape-out costs | 18,000.00 | 29.99% | | 4 | Software procurement and IP licensing costs | 3,026.00 | 5.04% | | 5 | Personnel costs | 23,099.29 | 38.49% | | 6 | Travel/conference costs | 629.55 | 1.05% | | 7 | Working capital base | 5,947.63 | 9.91% | | | Total | 60,016.97 | 100.00% |
4. Environmental Protection Status of the Project This project will not generate industrial wastewater, waste gas, waste residue, or noise, and will not cause any environmental pollution.
5. Project Implementation Location and Schedule This project is planned to be carried out at Zhizhen Building (致真大厦) in Haidian District, Beijing, as well as at the Company's R&D centers in Shanghai, Hefei, and Xi'an, focusing on R&D work related to AI cloud inference chips and systems. The construction and implementation schedule is divided into the following five phases: implementation planning and preliminary preparation, equipment procurement and installation, product design and development, testing/verification and tape-out, and industrial application. The estimated construction period is 36 months.
| Phase / Time (months) | T+36 | 3 | 6 | 9 | 12 | 15 | 18 | 21 | 24 | 27 | 30 | 33 | 36 | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Implementation Planning and Preliminary Preparation | | | | | | | | | | | | | | | Equipment Procurement and Installation | | | | | | | | | | | | | | | Product Design and Development | | | | | | | | | | | | | | | Testing/Verification and Tape-out | | | | | | | | | | | | | | | Industrial Application | | | | | | | | | | | | | |
Note: T represents the initial year of construction; numbers such as 3–36 represent the number of months.
1. Basic Project Information Based on current demands for edge computing and artificial intelligence with respect to edge intelligent chips in terms of performance, interfaces, cost, power consumption, and size, and building on the Company's existing technology and product foundations, this project balances cost and R&D investment to develop edge intelligent chips featuring multiple interfaces, ultra-low power consumption, and small package sizes.
2. Project Construction Content Developing next-generation edge intelligent chips is a systems engineering endeavor and is the ultimate construction goal of this project. Building on the Company's existing R&D platform and core technologies, the Company plans to conduct R&D work in the following directions:
1) Hardware Unit Virtualization Architecture. Research hardware unit virtualization architectures and runtime programming and memory access architectures for system software that are applicable to a wide range of use cases for edge intelligent chips, capable of supporting inference tasks for both classical and future emerging key AI models in edge computing scenarios.
2) Sparsification Architecture for Edge Intelligent Chips. Research inexact processing mechanisms for edge intelligent chips, utilizing sparsification methods to reduce the size and computational load of AI models. Based on the characteristics of sparsified models, explore the microarchitecture of edge intelligent processors oriented toward inexact sparsified models.
3) Interconnect Architecture for Edge Intelligent Chips. Research on-chip interconnect architectures and inter-chip interconnect mechanisms for edge intelligent chips, adaptable to the characteristics of AI workloads of different scales in edge computing scenarios.
Research the common paradigms of edge-side application algorithms and hardware-software co-design approaches to accommodate the diversity and rapid evolution of algorithms. Through comprehensive analysis of hardware-software characteristics and edge intelligent chip architectural parameters, collaboratively optimize the hardware-software architecture of edge intelligent chips to improve their performance and energy efficiency. Additionally, research the dynamic mapping relationships between hardware-software tasks and computing units, and design flexible and efficient communication mechanisms for interactions between tasks.
(3) Edge Intelligent Chip Programming Research graph-based model representation and computation methods oriented toward mainstream AI programming frameworks to achieve flexible model expression and expand the application scope of edge intelligent chips. Based on dataflow programming methods, research multi-level AI program optimization methods including computation pattern optimization, graph optimization, compilation optimization, and execution optimization, which will significantly improve program performance and reduce memory access overhead during model execution as well as storage overhead for model files.
3. Project Investment Budget The estimated construction period for this project is 3 years, with a total project investment of 60,072.47 万元 (RMB 600,724,700). The specific investment amounts and proportions for each item are as follows:
| No. | Investment Item | Amount (万元) | Investment Proportion | |---|---|---|---| | 1 | Equipment Costs | 10,108.00 | 16.83% | | 2 | Materials Costs | 5,032.50 | 8.38% | | 3 | Chip Tape-out Costs | 10,000.00 | 16.65% | | 4 | Software Procurement and IP Licensing Fees | 5,250.00 | 8.74% | | 5 | Personnel Costs | 23,099.29 | 38.45% | | 6 | Travel/Conference Expenses | 629.55 | 1.05% | | 7 | Working Capital Seed Funds | 5,953.13 | 9.91% | | **Total** | | **60,072.47** | **100.00%** |
4. Environmental Protection Status of the Project This project will not generate industrial wastewater, waste gas, waste residue, or noise, and will not cause any environmental pollution.
5. Project Implementation Location and Schedule This project is planned to be carried out at Zhizhen Building (致真大厦) in Haidian District, Beijing, as well as at the Company's R&D centers in Shanghai, Hefei, and Xi'an, focusing on R&D work related to edge intelligent chips and systems. The construction and implementation schedule is divided into the following five phases: implementation planning and preliminary preparation, equipment procurement and installation, product design and development, testing/verification and tape-out, and industrial application. The estimated construction period is 36 months.
| Phase / Time (months) | T+36 | 3 | 6 | 9 | 12 | 15 | 18 | 21 | 24 | 27 | 30 | 33 | 36 | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Implementation Planning and Preliminary Preparation | | | | | | | | | | | | | | | Equipment Procurement and Installation | | | | | | | | | | | | | | | Product Design and Development | | | | | | | | | | | | | | | Testing/Verification and Tape-out | | | | | | | | | | | | | | | Industrial Application | | | | | | | | | | | | | |
Note: T represents the initial year of construction; numbers such as 3–36 represent the number of months.
1. Basic Project Information In accordance with the Company's business development plan and its working capital requirements, the Company intends to use 90,000.00 万元 (RMB 900,000,000) of the raised funds to supplement working capital. Supplementing working capital is conducive to ensuring the funds required for the Company's production and operations, further optimizing the asset-liability structure, reducing financial risk, enhancing the Company's responsiveness and market competitiveness, and providing support for the Company's future strategic development.
(1) The Expansion of Operating Scale Requires Substantial Working Capital Support As one of the representative enterprises in the AI chip industry, sufficient working capital is beneficial for the Company to maintain and develop its leading position in the industry. As the Company's business scale expands and the fund-raising investment projects gradually reach full capacity, the Company's working capital requirements will increase significantly.
(2) Continuous R&D Investment Places Substantial Demand on Liquidity The Company's principal business is the research and development, design, and sales of AI chips. The Company needs to maintain continuous R&D investment to sustain its competitive advantage. In order to maintain its technological edge, R&D investment will inevitably continue to increase; therefore, the Company requires more operating capital to meet future R&D funding needs.
(3) Helpful for Retaining and Attracting Talented Personnel The Company is a typical knowledge-intensive and talent-intensive enterprise. Talented personnel constitute the solid foundation for the Company's development and represent the core competitiveness upon which the Company depends for its survival. Sufficient working capital will help the Company retain and attract talented personnel.
In summary, the implementation of this working capital supplementation project is conducive to enhancing the Company's financial strength and technological level, optimizing its asset-liability structure, and promoting the Company's healthy development. The Company will strictly manage the supplemented working capital in accordance with relevant regulations of the China Securities Regulatory Commission (CSRC) and stock exchanges, as well as the raised funds management system, to ensure its rational and compliant use.
1. Overall Development Strategy With the mission of "creating value for customers and becoming a leader of the intelligent era through continuous innovation," and the vision of "enabling machines to better understand and serve humanity," the Company focuses on the field of AI chips, providing customers with a series of AI chip products and technical support services. In the future, the Company will leverage its core strengths, enhance its core technologies, integrate internal and external resources, and drive enterprise development through independent innovation. Centered on computing power — the core driving force of artificial intelligence — and adhering to the integration of cloud, edge, and terminal, the Company is dedicated to creating core chips for various intelligent cloud servers, intelligent terminals, and intelligent edge devices, committed to becoming an internationally leading AI chip design company serving global customers.
Given that the integrated circuit design industry is talent-, technology-, and capital-intensive, and that the industry's development is driven by R&D, technology, and management capabilities, the Company closely monitors the demand for intelligent chips in China and global markets. The Company formulates development strategies in terms of product definition, R&D planning, resource integration, outsourced cooperation, and industrial chain collaboration, with a view to further enhancing its core R&D capabilities, product design capabilities, and market position to achieve rapid development.
2. Three-Year Development Goals In accordance with the above development strategy, over the next three years, the Company will continue to devote itself to innovation and breakthroughs in intelligent chip technology and products, achieving further improvements in chip performance and flexibility as well as further reductions in power consumption and cost, so as to provide customers with AI chips of higher performance, lower power consumption, and more competitive pricing. With respect to different business areas, the Company's specific development goals for the next three years are as follows:
(1) Continued Iteration of Existing Product Lines to Further Enhance Product Competitiveness Through years of R&D accumulation, the Company has achieved a relatively comprehensive product line layout encompassing cloud intelligent chips, terminal intelligent chips, edge intelligent chips, and a foundational system software platform. The Company will carry out continuous technology upgrades and product line improvements, and based on more advanced processes and more optimized designs, provide customers with next-generation products of higher reliability, superior performance, lower power consumption, and better cost-effectiveness, thereby consolidating and enhancing the Company's competitive advantages in the aforementioned product areas.
In the terminal intelligent processor IP licensing business, the Company plans to further expand this type of business into an intellectual property licensing model, which is primarily directed at customers with needs for self-developed or customized intelligent processor architectures and instruction set technologies. Under this model, the Company will license its intelligent chip invention patents to customers on an as-needed basis, supporting customers in independently developing or customizing intelligent processors and providing them with technical services (the Company may also provide a complete processor IP as a reference design), and will negotiate relevant licensing fee standards with customers, such as charging fixed fees and royalties based on the volume of products shipped by customers using the Company's patents.
In the cloud training chip product line, the Company will integrate higher-speed memory interface technology and inter-chip interconnect technology, as well as more advanced packaging technology, to integrate higher bandwidth and support larger-scale on-chip interconnect technology.
In the cloud inference chip product line, the Company will adopt more advanced manufacturing processes in the R&D and design phase, employ more advanced packaging technologies (such as Chiplet technology), and utilize upgraded processor cores to achieve higher performance and performance-per-watt ratios.
In the edge intelligent chip area, the Company will adopt more advanced processes and processor core architectures to achieve higher performance and performance-per-watt ratios, and integrate more input/output and application interfaces to support a greater number of application scenarios.
In terms of intelligent processor core technologies, the Company will consolidate and upgrade the architecture and design a more complete instruction set to support more application scenarios, with further improvements in performance and energy efficiency.
(2) R&D and Design of New Product Lines to Form New Profit Growth Points The Company will make full use of its R&D and technological advantages, drawing on the extensive experience accumulated by its R&D team over many years in intelligent chip R&D and design, and in combination with market development prospects and target customer needs, continuously engage in the R&D and design of new products. The Company will launch new product lines applicable to future emerging AI application scenarios — such as autonomous driving and natural language processing — to further improve its product layout in the field of intelligent chips and other areas, form new profit growth points, further enhance the Company's overall competitiveness and risk resistance, and maintain stable growth in operating performance.
(II) Measures Taken During the Reporting Period to Achieve Strategic Goals and Their Implementation Results
1. Continuing to Increase R&D Investment and Completing the Deployment of an Integrated Cloud-Edge-Terminal Product System R&D investment is the guarantee of technological innovation for semiconductor companies. During the reporting period, the Company continued to increase its R&D investment in processor cores and software development platforms, forming core technologies with independent intellectual property rights. During the reporting period, the Company's R&D investments were 2,986.19 万元, 24,011.18 万元, and 54,304.54 万元, respectively.
In 2016, the Company launched its first intelligent processor IP, Cambricon-1A (寒武纪1A), followed by upgraded versions Cambricon-1H (寒武纪1H) and Cambricon-1M (寒武纪1M) in 2017 and 2018, respectively. These processor IPs have been cumulatively applied in over 100 million terminal devices. In 2018 and 2019, the Company successively released the cloud inference chips Siyuan 100 (思元100) and Siyuan 270 (思元270), which have been successfully deployed in servers from multiple manufacturers including Lenovo and Inspur. In November 2019, with the release of the edge AI series product Siyuan 220 (思元220) chip and acceleration card products, the Company achieved full coverage across cloud, edge, and terminal, forming a complete intelligent chip product family.
2. Actively Developing the Market and Reaching Strategic Cooperation with Multiple Customers During the reporting period, the Company vigorously strengthened the development of its marketing team and sales network. Through collaborative efforts between the sales department and the technical support department, the Company gained a deep understanding of customer needs and provided high-quality chip products and customized services to numerous industry customers. Covering multiple fields including data centers, cloud computing, edge computing, mobile terminals, intelligent education, intelligent manufacturing, and intelligent transportation, the Company has carried out in-depth cooperation in one or more fields with many well-known domestic companies, including Unisoc (紫光展锐), Zhixin Micro (智芯微), Inspur (浪潮), Lenovo (联想), Alibaba (阿里巴巴), Baidu (百度), DiDi (滴滴), TAL Education (好未来), and Kingsoft Cloud (金山云).
3. Completing the Company's Share Restructuring and Optimizing Corporate Governance Structure On November 29, 2019, the Company's predecessor, Beijing Zhongke Cambricon Technology Co., Ltd. (北京中科寒武纪科技有限公司), was lawfully converted as a whole into Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司), completing the share restructuring. A corporate governance structure was established comprising the General Meeting of Shareholders, the Board of Directors and its specialized committees, the Board of Supervisors, and senior management. A series of rules and regulations, including the Articles of Association (《公司章程》), were formulated in accordance with the Company's own characteristics. The establishment and implementation of the corporate governance mechanism has ensured the Company's standardized operation. In addition, the Company has actively recruited and cultivated outstanding talent in R&D, management, marketing, and sales, optimized its personnel structure, and enhanced its technological R&D capabilities, product sales capabilities, and operational management level, ensuring the stable development of the Company's business.
1. Achieving Technology Upgrades and Promoting the Development of New Products Since its establishment, the Company has been engaged in the R&D and design of AI chip products, maintaining its competitive advantage in the industry through continuous technological innovation. The industry is currently in a stage of rapid development. The Company can only maintain its existing market position and competitive advantage by continuously introducing new technologies and products that meet market demands. The specific technology R&D arrangements are as follows:
The processor core architecture is the source of the Company's core technologies and serves as the common foundation for iterative updates across the three product lines—cloud, edge, and terminal. The Company will maintain an industry-leading pace of iteration, drawing on the speed-oriented philosophy of internet companies, precisely responding to customer demands, and on this basis continuously bringing forth new innovations to lead the development of the artificial intelligence chip industry.
A software environment with good user experience (including instruction sets, programming languages, software stacks, etc.) can lower the development threshold for artificial intelligence applications, enhance user stickiness across application scenarios, and is of critical importance to the development of artificial intelligence chips. To this end, the Company has launched a "Developer Ecosystem" initiative, has established developer communities and forum platforms, and supports partners in offering artificial intelligence-related courses at several universities. In the future, the Company will choose to collaborate with downstream ecosystem vendors to rapidly establish a highly usable software environment, build an open ecosystem, and apply it to "Intelligence+" scenarios such as smart internet, cloud computing, intelligent manufacturing, intelligent transportation, intelligent education, smart finance, smart home, and smart healthcare.
Chip process and packaging technologies are continuously evolving. The Company will actively leverage means such as independent research and development as well as external mergers and acquisitions to master chip design capabilities and packaging design capabilities under the most cutting-edge advanced processes, thereby enhancing the market competitiveness of the Company's products.
As the Company's product lines continue to expand, the Company should progressively improve its research and development mechanism for personnel collaboration and technology sharing. In order to build a technology middle platform with Cambricon (寒武纪) characteristics, the Company will coordinate the technical resources, modular components, and research and development tools of all departments, strengthen capabilities for high-quality delivery and agile development, and provide strong support to the front-end product project teams.
The Company will adhere to its integrated cloud-edge-terminal development strategy, simultaneously advancing the research, development, and promotion of cloud-side, edge-side, and terminal products. While maintaining focus on enterprise-level users, the Company will also seek out and develop opportunities in consumer-grade products to unlock greater market space.
Currently, the Company's products have been deployed at scale in areas such as smart terminals, data centers, and the internet. In the future, the Company will actively expand its presence in emerging fields such as intelligent manufacturing, smart finance, and smart education, actively investing resources in the innovative development of chip products that meet the needs of emerging customers, continuously opening up new application scenarios and expanding new customer groups.
Currently, the customer base for the Company's chip products is primarily concentrated in the areas surrounding Shanghai, Shenzhen, and Beijing. In the future, the Company will build upon its efforts to strengthen marketing channel development in Shenzhen, Shanghai, and Beijing, and will further expand the coverage of its marketing channels,
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
adding marketing outlets in other regions to provide customers with faster and more effective technical support, and to better meet the localized needs of markets and customers.
With the rapid growth of the Company's business and the continuous increase in shipment volumes, the Company will strengthen strategic cooperation with upstream and downstream industry chain vendors. On the upstream side, the Company will maintain good communication and interaction with EDA vendors, wafer suppliers, packaging and testing manufacturers, and others to ensure that the Company can continuously obtain the latest technologies and best service support. On the downstream side, the Company will collaborate with application ecosystem partners to form a series of solutions, better addressing the needs of industry users and thereby more proactively achieving new customer acquisition.
The industry in which the Company operates is a typical technology-intensive industry, with high requirements for the knowledge background, research and development capabilities, and accumulated operational experience of technical personnel. Outstanding and experienced talent is key to the Company's future development; therefore, the Company will continuously attract and cultivate talent across multiple dimensions, build a first-class team, and lay a solid foundation for the Company's development.
The Company will adopt a proactive talent recruitment mechanism, attracting industry-leading talent as well as mid-to-senior-level technical and management personnel in accordance with its established strategic objectives and business needs, in order to build the Company's core technology team. At the same time, the Company will optimize its personnel structure and conduct succession planning activities to continuously improve the management team.
The Company will further improve its training system by combining multiple approaches—including internal training, inviting industry experts to deliver lectures at the Company, and external training—to cultivate, at different levels, a group of product research and development and management personnel with strong professional capabilities, making the Company's talent pipeline more robust and meeting the needs of rapid future development.
Guided by fair and scientific principles, the Company will continuously improve its performance appraisal system, comprehensively stimulate the work enthusiasm and innovative awareness of the technology team, and enhance the Company's core competitiveness.
The Company plans to leverage this issuance to broaden its financing channels, change the current situation of having a single financing channel, and further improve the Company's financial condition. After the proceeds from this fundraising are in place, the Company will strengthen research and development process management and project management, and strive to generate economic returns at an early stage. As the Company develops further in the future, and under the principle of maximizing shareholder interests, the Company will consider
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
integrating, through investment and mergers and acquisitions, information technology or integrated circuit enterprises within the industry that possess high technological capabilities and can generate synergistic effects, thereby improving the Company's technological strength and competitive advantages.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
In order to protect the rights legally enjoyed by investors, strengthen information communication between the Company and investors, and improve the Company's governance structure, the Company has formulated measures to protect investor rights in accordance with the requirements of the Company Law, the Securities Law, the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, and other relevant laws, regulations, rules and norms, as well as the Articles of Association, taking into account the Company's actual circumstances. The specific measures are as follows:
On November 29, 2019, the first meeting of the first session of the Company's Board of Directors deliberated and approved the Information Disclosure Management System of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司), which sets forth detailed provisions on the general principles, management and responsibilities, specific procedures, disclosure content, and confidentiality system for the issuer's information disclosure, ensuring that the Company fulfills its information disclosure obligations in accordance with relevant laws and regulations, strengthens the management of information disclosure, and clarifies the specific procedures for information disclosure.
On November 29, 2019, the first meeting of the first session of the Company's Board of Directors deliberated and approved the Investor Relations Management System of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司). The Company designates the Board Secretary as the person directly responsible for investor relations management. The Board of Directors' Office is the standing institution responsible for investor relations management, led by the Board Secretary, serving as the department for information aggregation and external disclosure, and responsible for the specific work of investor relations management.
The Company will strictly fulfill its information disclosure obligations in accordance with the requirements of the Company Law, the Securities Law, the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, and other relevant laws, regulations, rules and norms, as well as the Articles of Association, ensuring that information disclosure is truthful, accurate, and complete, and further improving the Company's standard of operations and transparency.
The Company will continuously improve the professionalism of its investor relations management work, enhance investors' understanding of the Company, promote a positive and constructive interactive relationship between the Company and investors, effectively safeguard the interests of all shareholders—particularly minority shareholders—and strive to maximize the Company's value and shareholder interests.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
In accordance with relevant provisions of the Articles of Association, the Company's profit distribution policy is as follows:
The Company implements a prudent profit distribution policy, places emphasis on providing investors with reasonable investment returns, maintains continuity and stability in its profit distribution policy, and complies with relevant provisions of laws and regulations. The Company's profit distribution shall not exceed the scope of accumulated distributable profits, while also taking into account the Company's long-term interests, the overall interests of all shareholders, and the Company's sustainable development, adhering to the following principles:
(1) The principle of distribution in accordance with the statutory order; (2) The principle that no distribution shall be made where there are unrecovered losses; (3) The principle of equal rights for equal shares and equal dividends for equal shares; (4) The principle that no profit may be distributed on the Company's shares held by the Company itself; (5) The Company shall give priority to cash dividends as the form of profit distribution.
The Company distributes dividends in the form of cash, shares, or a combination of cash and shares, with priority given to cash dividends as the form of profit distribution. Where conditions permit, the Company may conduct interim profit distribution.
After the General Meeting of Shareholders has passed a resolution on the profit distribution plan, the Company's Board of Directors must complete the distribution of dividends (or shares) within two months of the conclusion of the General Meeting of Shareholders.
In accordance with the Shareholder Dividend Return Plan for the Three Years Following the Listing of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) deliberated and approved at the First Extraordinary General Meeting of Shareholders for 2020, convened by the Company on March 10, 2020, the Company's profit distribution policy and dividend plan for the three years following the listing are as follows:
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
1. The Company's profit distribution shall place emphasis on providing investors with reasonable investment returns, implement a continuous and stable profit distribution system, and the Company's profit distribution shall not exceed the accumulated distributable profits.
(1) The Company may pay dividends in the form of cash, shares, or a combination of cash and shares, with priority given to distributing profits in the form of cash. Where the Company meets the conditions for cash dividends, cash dividends shall be used for profit distribution. Where the Company distributes profits in the form of shares, this shall be premised on providing shareholders with a reasonable cash dividend return and maintaining an appropriate share capital size, and shall comprehensively consider genuine and reasonable factors such as the Company's growth prospects and the dilution of net assets per share;
(2) If the Company achieves a profit in the current year and has distributable profits, an annual profit distribution shall be made. Where conditions permit, the Company may conduct interim cash dividend distributions.
(1) The distributable profits realized by the Company in that year (i.e., the after-tax profits remaining after the Company has made up losses and set aside provident funds) are positive and cash flow is abundant, and implementing cash dividends will not affect the Company's subsequent continued operations;
(3) The monetary fund balance as of the most recent audited reference date is not less than the amount intended for cash dividends;
(4) The audit institution has issued a standard unqualified opinion audit report on the Company's financial report for that year (interim profit distributions shall be handled in accordance with relevant regulations);
(5) The Company has no significant investment plans or significant cash expenditure matters (excluding fundraising projects).
Significant investment plans or significant cash expenditure refers to: cumulative expenditures for transactions such as external investments and asset acquisitions by the Company within the next 12 months reaching or exceeding 30.00% of the Company's most recently audited net assets, or exceeding RMB 50,000,000 (5,000.00 万元); or cumulative expenditures for transactions such as external investments and asset purchases by the Company within the next 12 months reaching or exceeding 30.00% of the Company's most recently audited total assets. However, after the occurrence of significant investment plans or significant cash expenditure matters, where a cash dividend plan has been approved by the General Meeting of Shareholders, the Company may proceed with cash dividends.
When determining distributable profits, the Company shall use the parent company's financial statements as the basis; when calculating the dividend ratio, the Company shall use the consolidated financial statements as the basis.
4. Interval periods for cash dividends: On the premise of meeting the conditions for cash dividends and ensuring the Company's normal operations and long-term development, in principle the Company shall conduct one cash dividend distribution per year after the annual General Meeting of Shareholders is held. The Board of Directors may, based on the Company's profitability and capital requirements, propose that the Company conduct interim cash dividend distributions.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
Cash dividend ratio: Where the conditions for cash dividends are met, the profits distributed by the Company annually in cash shall not be less than 10% of the distributable profits realized in that year. If the cash dividends actually distributed by the Company in the current year have already exceeded 10% of the distributable profits realized in that year, or if the profits intended to be distributed in cash in the profit distribution plan exceed 10% of the distributable profits realized in that year, then for the portion exceeding 10% of the distributable profits realized in that year, provided that genuine and reasonable factors such as the Company's growth prospects and dilution of net assets per share exist, the Company may distribute profits in the form of stock dividends.
Where the Company meets the conditions for cash dividends, the Company will endeavor to increase the proportion of cash dividends as much as possible.
5. Where a shareholder of the Company has illegally misappropriated the Company's funds, the Company shall deduct the cash dividends distributed to that shareholder to repay the funds misappropriated.
(1) The Company's operations are in good condition; (2) Under the conditions that meet cash dividend distributions, the Company's operating revenue and net profit are growing rapidly, and the Board of Directors considers the Company's share capital size and equity structure to be reasonable; (3) The Company's share price is mismatched with the Company's share capital size, and issuing stock dividends is in the overall interest of all of the Company's shareholders; (4) The proportion of cash dividends and stock dividends issued complies with the provisions of the Company's Articles of Association; (5) Other conditions stipulated by laws, regulations, and normative documents.
(1) The Company's annual profit distribution proposal shall be put forward and drafted by the Company's management and Board of Directors in conjunction with the provisions of the Articles of Association, the Company's profitability, supply and demand of funds, and shareholder return planning, and shall be submitted to the General Meeting of Shareholders for approval after being deliberated and approved by the Board of Directors; independent directors shall express clear independent opinions on the profit distribution proposal and publicly disclose them;
(2) The Supervisory Board shall deliberate on the situation of the Board of Directors and management in implementing the Company's profit distribution policy and shareholder return planning, as well as the decision-making procedures, and this shall be approved by a majority of supervisors. If the Company is profitable in the year but has not submitted a profit distribution proposal, the Supervisory Board shall issue a special explanation and opinion on the relevant policies and the implementation of the planning;
(3) Where a certified public accountant issues an audit report containing an explanatory note, qualified opinion, disclaimer of opinion, or adverse opinion on the Company's financial report, the Company's Board of Directors shall explain to the General Meeting of Shareholders the relevant matters that caused the accountant to issue such opinions and their impact on the Company's
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
financial condition and operating results. If such matters have a direct impact on the current period's profits, the Company's Board of Directors shall determine the profit distribution proposal or the proposal to convert provident funds into share capital in accordance with the principle of taking the lower value;
(4) When the General Meeting of Shareholders deliberates on a specific cash dividend plan, the Company shall proactively communicate and exchange views with shareholders—particularly minority shareholders—through multiple channels (including but not limited to telephone, fax, email, and interactive platforms), fully listen to the opinions and demands of minority shareholders, and promptly respond to questions of concern to minority shareholders. The dividend proposal shall be passed by shareholders or their proxies attending the General Meeting of Shareholders holding more than one-half of the voting rights;
(5) Where the Company needs to adjust its profit distribution policy based on its production and operating conditions, investment planning, and long-term development needs, such adjustments shall take the protection of shareholders' equity as the starting point, and the adjusted profit distribution policy shall not violate relevant laws, regulations, normative documents, or the provisions of the Articles of Association. Proposals to adjust the profit distribution policy shall have opinions expressed by independent directors and the Supervisory Board, be submitted to the Company's General Meeting of Shareholders for approval after being deliberated and approved by the Company's Board of Directors, and shall be passed by more than two-thirds of the voting rights held by shareholders attending the General Meeting of Shareholders. The Company shall simultaneously provide online voting methods to facilitate minority shareholders' participation in the General Meeting of Shareholders vote;
(6) If the Company is profitable in the current year but has not submitted a profit distribution proposal, the Company must submit to the Board of Directors a detailed explanation of the situation, including the reasons for not distributing dividends, the purposes and usage plans for the funds retained by the Company that are not used for dividends, and independent directors shall express independent opinions on the profit distribution proposal and publicly disclose them; after being deliberated and approved by the Board of Directors, the proposal shall be submitted to the General Meeting of Shareholders for deliberation and approval through on-site and online voting.
8. Differentiated cash dividend policy: The Company's Board of Directors shall comprehensively consider factors such as the characteristics of the industry in which the Company operates, its development stage, its own business model, its profitability level, and whether there are significant capital expenditure arrangements, distinguish the following circumstances, and in accordance with the procedures stipulated in the Articles of Association, put forward a differentiated cash dividend policy:
(1) Where the Company is in a mature stage of development and has no significant capital expenditure arrangements, when distributing profits, the proportion of cash dividends in the current profit distribution shall be no less than 80%;
(2) Where the Company is in a mature stage of development and has significant capital expenditure arrangements, when distributing profits, the proportion of cash dividends in the current profit distribution shall be no less than 40%;
(3) Where the Company is in a growth stage of development and has significant capital expenditure arrangements, when distributing profits, the proportion of cash dividends in the current profit distribution shall be no less than 20%.
Where the Company's development stage is not easy to distinguish but there are significant capital expenditure arrangements, the provisions of the preceding item may be applied.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
When the Company decides not to distribute cash dividends due to special circumstances, the Board of Directors shall provide a specific explanation regarding the reasons for not distributing cash dividends, the exact intended use of the Company's retained earnings, and the expected return on investment. Such explanation shall be submitted to the general meeting of shareholders for deliberation after independent directors have expressed their opinions, and shall be approved by shareholders holding more than two-thirds of the voting rights represented at the general meeting of shareholders.
Any adjustment to the Company's profit distribution policy shall be specifically deliberated upon by the Board of Directors, with detailed justification for the adjustment set forth in a written reasoned report, which shall be reviewed by the independent directors and then submitted to the general meeting of shareholders for approval by special resolution. The Company shall review its Shareholder Return Plan at least once every three years and, taking into account the Company's projected operating conditions and the opinions of shareholders and independent directors, determine the Shareholder Return Plan for the relevant period.
When deliberating on changes to the profit distribution policy, the Company shall provide shareholders with online voting facilities.
The Company shall actively implement a stable dividend distribution policy. The Company's dividend distribution shall emphasize providing reasonable investment returns to investors while also taking into account the Company's sustainable development. Within three years of listing, the Company will actively distribute profits in the form of cash dividends.
The three-year Shareholder Return Plan following the Company's listing has been made on the basis of a comprehensive analysis of the Company's overall strategic development plan, the social cost of capital, and the external financing environment, while giving full consideration to the Company's current and future profitability scale, cash flow conditions, stage of development, project investment funding requirements, and bank credit environment, and balancing shareholders' short-term and long-term interests as well as overall and partial interests.
1. The Company shall formulate the "Future Three-Year Shareholder Return Plan" based on its operating conditions following listing. The Company shall review the "Future Three-Year Shareholder Return Plan" at least once every three years, and shall make appropriate and necessary amendments to the profit distribution policy currently in effect based on the profit distribution policy and the Company's actual circumstances, taking into account the opinions of independent directors, the Board of Supervisors, and shareholders (in particular public investors), in order to determine the Shareholder Return Plan for the relevant period.
2. The Company's management and Board of Directors shall propose annual or interim profit distribution plans based on the Company's specific operating data, profitability scale, cash flow conditions, stage of development, and current funding requirements, while taking into account the opinions of shareholders (in particular minority shareholders) and independent directors. Such plans shall be implemented upon approval by vote at the Company's general meeting of shareholders."
No dividend distributions occurred during the reporting period.
Pursuant to the resolution of the Company's First Extraordinary General Meeting of Shareholders for 2020, convened on March 10, 2020, there are no accumulated undistributed profits prior to the successful completion of this offering and listing, and the issue of accumulated undistributed profits prior to this offering and listing being shared by both new and existing shareholders registered after the completion of this offering and listing does not arise. If this public offering and listing is approved by the China Securities Regulatory Commission and the Shanghai Stock Exchange, the accumulated unrecovered losses of the Company prior to this offering and listing shall be jointly borne by both new and existing shareholders registered after this offering and listing in proportion to their respective shareholdings and limited to the shares of the Company subscribed by each of them.
The Company ensures the rights of investors, especially minority investors, to participate in major decision-making and the selection of management through the adoption of cumulative voting, online voting, proxy solicitation, and other methods.
In accordance with the relevant provisions of the Articles of Association (Draft), when the controlling shareholder holds more than 30% of the shares, and the general meeting of shareholders is voting on the election of 2 or more directors or non-employee representative supervisors, the cumulative voting system shall be adopted. The cumulative voting system means that each share carries voting rights equal in number to the number of directors or supervisors to be elected, and shareholders may concentrate the use of their voting rights, i.e., cast all of their votes in favor of one director or supervisor candidate, or distribute their votes among multiple director or supervisor candidates. When the votes received by each candidate reach more than 1/2 of the total number of shares held by shareholders present at the general meeting of shareholders, the directors and supervisors are determined in order of the number of votes received.
In accordance with the relevant provisions of the Articles of Association (Draft), when the general meeting of shareholders deliberates on major matters affecting the interests of minority investors, the votes of minority investors shall be counted separately. The results of the separate vote count shall be publicly disclosed in a timely manner.
In accordance with the relevant provisions of the Articles of Association (Draft), general meetings of shareholders shall in principle have a physical venue and be convened in a combination of in-person meetings and online voting. The timing and location of in-person general meetings shall be selected to facilitate shareholder attendance, and in-person general meetings shall be held on trading days of the exchange. After the notice of the general meeting of shareholders has been issued, the venue of the in-person general meeting shall not be changed without valid reason. Where a change is genuinely necessary, the convener shall make an announcement at least 2 trading days before the date of the in-person meeting explaining the reasons. The Company will also provide online voting as a means for shareholders to conveniently attend the general meeting of shareholders. Shareholders attending the general meeting of shareholders via online means shall be deemed to be present. When shareholders attend a general meeting of shareholders convened via online means, they shall verify their shareholder identity in accordance with the requirements of the Shanghai Stock Exchange and other relevant institutions regarding online voting at general meetings of shareholders.
For shareholders attending the general meeting of shareholders by other means, the specific methods and requirements shall be implemented in accordance with the provisions of laws, administrative regulations, departmental rules, and normative documents.
When deliberating on changes to the profit distribution policy, the Company shall provide shareholders with online voting facilities.
In accordance with the relevant provisions of the Articles of Association (Draft), the Board of Directors, independent directors, and shareholders meeting the relevant qualifying conditions may publicly solicit shareholder voting rights. The solicitation of shareholder voting rights shall involve full disclosure to the persons being solicited of information such as specific voting intentions; however, it is prohibited to solicit shareholder voting rights in a paid or disguised paid manner. The Company and the convener of the general meeting of shareholders may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.
**VI. Measures Implemented in Accordance with the Law to Protect the Legitimate Rights and Interests of Investors**
As of the date of signing of this Prospectus, the Company has not yet achieved profitability and has accumulated unrecovered losses. The Company's controlling shareholder, actual controller, directors, supervisors, senior management, and core technical personnel have made relevant commitments regarding the reduction of their shareholdings. Please refer to "Section X Investor Protection," "VII. (I) Lock-up Arrangements for Shares Held by Pre-IPO Shareholders, Voluntary Share Lock-ups, Extensions of Lock-up Periods, and Commitments Regarding Shareholding and Share Reduction Intentions of Shareholders" in this Prospectus.
**(I) Lock-up Arrangements for Shares Held by Pre-IPO Shareholders, Voluntary Share Lock-ups, Extensions of Lock-up Periods, and Commitments Regarding Shareholding and Share Reduction Intentions of Shareholders**
(1) After the Company's shares are listed, if I intend to reduce my holdings of shares directly or indirectly held by me prior to this offering and listing (hereinafter referred to as "Pre-IPO Shares") after the expiration of the lock-up period, I will strictly comply with the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the Shanghai Stock Exchange regarding shareholders' reduction of Pre-IPO Shares.
(2) Within 36 months from the date on which the Company's shares are listed for trading, I will not transfer or entrust others to manage the Pre-IPO Shares, nor will I propose that the Company repurchase the Pre-IPO Shares.
After the Company's shares are listed and prior to the Company achieving profitability, within 3 complete fiscal years from the date on which the Company's shares are listed, I will not reduce my holdings of Pre-IPO Shares, will not transfer or entrust others to manage the Pre-IPO Shares, and will not propose that the Company repurchase the Pre-IPO Shares. During the 4th and 5th fiscal years from the date on which the Company's shares are listed, the annual reduction of my Pre-IPO Shares shall not exceed 2.00% of the Company's total share capital, and I will comply with the relevant provisions of the "Implementation Rules on Share Reduction by Shareholders, Directors,
Supervisors, and Senior Management of Listed Companies on the Shanghai Stock Exchange" regarding share reduction. After the Company's shares are listed and after the Company has achieved profitability, I will commence reducing my Pre-IPO Shares from the later of: the day following the disclosure of the Company's annual report for the relevant year, or the date on which 36 months from the date on which the Company's shares are listed for trading has elapsed.
Within 6 months after the Company's shares are listed for trading, if the closing price of the Company's shares falls below the initial public offering price for 20 consecutive trading days, or if the closing price at the end of the 6-month period following the Company's listing (or, if that day is not a trading day, the first trading day thereafter) is below the offering price, the lock-up period for the Pre-IPO Shares held by me shall automatically be extended by at least 6 months. The aforementioned offering price refers to the price at which the Company's shares are initially publicly offered. If the Company undergoes ex-rights or ex-dividend adjustments after listing due to the distribution of cash dividends, bonus shares, capitalization of reserves, or the issuance of new shares, such adjustments shall be handled in accordance with the relevant regulations of the CSRC and the securities exchanges.
(3) If I reduce my holdings of Pre-IPO Shares within two years after the expiration of the lock-up period, the reduction price shall not be lower than the offering price. The aforementioned offering price refers to the price at which the Company's shares are initially publicly offered. If the Company undergoes ex-rights or ex-dividend adjustments after listing due to the distribution of cash dividends, bonus shares, capitalization of reserves, or the issuance of new shares, such adjustments shall be handled in accordance with the relevant regulations of the CSRC and the securities exchanges.
(4) Within two years after the expiration of the lock-up period (including any extended lock-up period) for my Pre-IPO Shares, the cumulative number of shares reduced each year shall not exceed 50.00% of the total number of Company shares held by me, and the remaining unreduced shares each year shall not be carried over to the following year. However: 1) In any of the following circumstances, I will not reduce my holdings of the Pre-IPO Shares held by me: ① The Company or I is/am under investigation by the CSRC or judicial authorities on suspicion of securities or futures violations or crimes, during the period of investigation, and within six months after the administrative penalty decision or criminal judgment has been rendered; ② I have been publicly censured by a securities exchange for violating the business rules of the securities exchange, and less than three months have elapsed since such censure; ③ Other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents, and the business rules of securities exchanges. 2) In any of the following circumstances, from the date on which the relevant decision is made until the Company's shares are delisted or trading resumes, I will not reduce my holdings of the Pre-IPO Shares held by me: ① The Company is subject to administrative penalties by the CSRC due to fraudulent issuance or material information disclosure violations; ② The Company is transferred to the public security authorities due to suspected fraudulent issuance or suspected illegal or non-disclosure of material information.
(5) After the expiration of the lock-up period for my Pre-IPO Shares, if I intend to reduce my holdings of Pre-IPO Shares, I will notify the Company in writing of my reduction intentions and the intended number of shares to be reduced in accordance with the relevant regulations of the CSRC and the Shanghai Stock Exchange regarding shareholder share reduction, and the Company will make a timely announcement. If I intend to reduce my holdings through centralized competitive trading, I will file the reduction plan with the Shanghai Stock Exchange and make an announcement at least fifteen trading days before the first sale. Within two years after the expiration of the lock-up period (including any extended lock-up period), I will notify the Company four trading days before the reduction, and the Company will make an announcement three trading days before the reduction.
When reducing my Pre-IPO Shares: 1) when using centralized competitive trading, the total number of shares reduced within any consecutive 90-day period shall not exceed 1.00% of the Company's total share capital; 2) when using block trading, the total number of shares reduced within any consecutive 90-day period shall not exceed 2.00% of the Company's total share capital; 3) when reducing holdings through agreement transfer, the proportion acquired by a single transferee shall not be less than 5% of the Company's total share capital. If the reduction through agreement transfer results in my no longer holding the status of a major shareholder of the listed company, I will continue to comply with the provisions of item 1) above and fulfill the relevant information disclosure obligations within six months after the reduction. When applying items 1) and 2) above, my holdings and those of my concert parties (if any) shall be aggregated in calculating the number of shares reduced.
(6) If I violate this letter of commitment, any proceeds obtained in violation of the commitment shall belong to the Company. If I fail to remit the proceeds from the non-compliant reduction to the Company, the cash dividends to which I am entitled under the Company's profit distribution plans for the current year and subsequent years shall be temporarily withheld until I have fully performed this letter of commitment.
(7) I will simultaneously comply with other relevant provisions of laws and regulations, the CSRC, the Shanghai Stock Exchange STAR Market Listing Rules, and the Shanghai Stock Exchange business rules regarding the transfer of Pre-IPO Shares held by the controlling shareholder and actual controller of the Company. If any new laws, regulations, or normative documents of the CSRC or the Shanghai Stock Exchange are inconsistent with the contents of this commitment, the new laws, regulations, or normative documents of the CSRC or the Shanghai Stock Exchange shall prevail.
(1) After the Company's shares are listed, if this enterprise/company intends to reduce its holdings of shares directly or indirectly held by this enterprise/company prior to this offering and listing (hereinafter referred to as "Pre-IPO Shares") after the expiration of the lock-up period, this enterprise/company will strictly comply with the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the Shanghai Stock Exchange regarding shareholders' reduction of Pre-IPO Shares.
(2) Within 36 months from the date on which the Company's shares are listed, this enterprise/company will not transfer or entrust others to manage the Pre-IPO Shares, nor will the Company repurchase the Pre-IPO Shares.
After the Company's shares are listed and prior to the Company achieving profitability, within 3 complete fiscal years from the date on which the Company's shares are listed, this enterprise/company will not reduce its holdings of Pre-IPO Shares, will not transfer or entrust others to manage the Pre-IPO Shares, and will not propose that the Company repurchase the Pre-IPO Shares. During the 4th and 5th fiscal years from the date on which the Company's shares are listed, the annual reduction of Pre-IPO Shares by this enterprise/company shall not exceed 2.00% of the Company's total share capital, and this enterprise/company will comply with the relevant provisions of the "Implementation Rules on Share Reduction by Shareholders, Directors, Supervisors, and Senior Management of Listed Companies on the Shanghai Stock Exchange" regarding share reduction.
After the Company's shares are listed and after the Company has achieved profitability, this enterprise/company will commence reducing its Pre-IPO Shares from the later of: the day following the disclosure of the Company's annual report for the relevant year, or the date on which 36 months from the date on which the Company's shares are listed for trading has elapsed.
Within 6 months after the Company's shares are listed for trading, if the closing price of the Company's shares falls below the initial public offering price for 20 consecutive trading days, or if the closing price at the end of the 6-month period following the Company's listing (or, if that day is not a trading day, the first trading day thereafter) is below the offering price, the lock-up period for the Pre-IPO Shares held by this enterprise/company shall automatically be extended by at least 6 months. The aforementioned offering price refers to the price at which the Company's shares are initially publicly offered. If the Company undergoes ex-rights or ex-dividend adjustments after listing due to the distribution of cash dividends, bonus shares, capitalization of reserves, or the issuance of new shares, such adjustments shall be handled in accordance with the relevant regulations of the CSRC and the securities exchanges.
(3) If this enterprise/company reduces its holdings of Pre-IPO Shares within two years after the expiration of the lock-up period, the reduction price shall not be lower than the offering price. The aforementioned offering price refers to the price at which the Company's shares are initially publicly offered. If the Company undergoes ex-rights or ex-dividend adjustments after listing due to the distribution of cash dividends, bonus shares, capitalization of reserves, or the issuance of new shares, such adjustments shall be handled in accordance with the relevant regulations of the CSRC and the securities exchanges.
(4) Within two years after the expiration of the lock-up period (including any extended lock-up period) for the Pre-IPO Shares held by this enterprise/company, the cumulative number of shares reduced each year shall not exceed 50.00% of the total number of Company shares held by this enterprise/company, and the remaining unreduced shares each year shall not be carried over to the following year. However: 1) In any of the following circumstances, this enterprise/company will not reduce its holdings of the Pre-IPO Shares held by it: ① The Company or this enterprise/company is under investigation by the CSRC or judicial authorities on suspicion of securities or futures violations or crimes, during the period of investigation, and within six months after the administrative penalty decision or criminal judgment has been rendered; ② This enterprise/company has been publicly censured by a securities exchange for violating the business rules of the securities exchange, and less than three months have elapsed since such censure; ③ Other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents, and the business rules of securities exchanges. 2) In any of the following circumstances, from the date on which the relevant decision is made until the Company's shares are delisted or trading resumes, this enterprise/company will not reduce its holdings of the Pre-IPO Shares held by it: ① The Company is subject to administrative penalties by the CSRC due to fraudulent issuance or material information disclosure violations; ② The Company is transferred to the public security authorities due to suspected fraudulent issuance or suspected illegal or non-disclosure of material information.
(5) After the expiration of the lock-up period for the Pre-IPO Shares held by this enterprise/company, if this enterprise/company intends to reduce its Pre-IPO Shares, it will notify the Company in writing of its reduction intentions and the intended number of shares to be reduced in accordance with the relevant regulations of the CSRC and the Shanghai Stock Exchange regarding shareholder share reduction, and the Company will make a timely announcement. If this enterprise/company intends to reduce its holdings through centralized competitive trading, it will file the reduction plan with the Shanghai Stock Exchange and make an announcement at least fifteen trading days before the first sale. Within two years after the expiration of the lock-up period (including any extended lock-up period), this enterprise/company will notify the Company four trading days before the reduction, and the Company will make an announcement three trading days before the reduction.
When this enterprise/company reduces its pre-IPO shares, 1) when adopting the centralized bidding trading method, the total number of shares reduced shall not exceed 1.00% of the company's total share capital within any consecutive 90 days; 2) when adopting the block trading method, the total number of shares reduced shall not exceed 2.00% of the company's total share capital within any consecutive 90 days; 3) when reducing shares through negotiated transfer, the transfer ratio for a single transferee shall not be less than 5.00% of the company's total share capital. If the reduction through negotiated transfer causes this enterprise/company to no longer hold the status of a major shareholder of the listed company, this enterprise/company shall continue to comply with the provisions of item 1) above for six months after the reduction and fulfill the relevant information disclosure obligations. When applying items 1) and 2) above, this enterprise/company and its persons acting in concert (if any) shall calculate the number of shares reduced on a combined basis.
(6) If this enterprise/company violates this Letter of Commitment, the proceeds obtained shall belong to the company; if this enterprise/company fails to submit the proceeds from the non-compliant reduction to the company, the cash dividends to which this enterprise/company is entitled under the company's profit distribution plan for the current year and subsequent years shall be temporarily withheld until this enterprise/company has fully performed this Letter of Commitment.
(7) This enterprise/company shall simultaneously comply with laws, regulations, and other relevant provisions of the China Securities Regulatory Commission (CSRC), the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, the Shanghai Stock Exchange Business Rules, and other relevant regulations concerning the transfer of pre-IPO shares held by persons acting in concert with the company's controlling shareholders and actual controllers; if any new laws, regulations, or normative documents issued by the CSRC or the Shanghai Stock Exchange are inconsistent with the content of this commitment, the new laws, regulations, and normative documents of the CSRC and the Shanghai Stock Exchange shall prevail.
(1) After the company's shares are listed, when this enterprise/company intends to reduce its pre-IPO shares (hereinafter referred to as "pre-IPO shares") directly or indirectly held before this issuance and listing upon the expiration of the lock-up period, it shall strictly comply with the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange regarding shareholders' reduction of pre-IPO shares.
(2) Within 12 months from the date of the company's stock listing, this enterprise/company shall not transfer or entrust others to manage the pre-IPO shares, nor shall the company repurchase the pre-IPO shares.
(3) After the expiration of the lock-up period for the pre-IPO shares held by this enterprise/company, it shall conscientiously comply with the relevant regulations of the Company Law, the Securities Law, the CSRC, and the Shanghai Stock Exchange regarding shareholders' reduction of holdings, carefully formulate a share reduction plan in accordance with the needs of the company's stock price stabilization, business operations, and capital operations, and gradually reduce holdings after the expiration of the lock-up period.
(4) After the expiration of the lock-up period for the pre-IPO shares held by this enterprise/company, when this enterprise/company intends to reduce its pre-IPO shares, it shall notify the company in writing of the intention to reduce and the intended number of shares to be reduced and other information in accordance with the relevant regulations of the CSRC and the Shanghai Stock Exchange regarding shareholders' reduction of holdings, and the company shall make a timely announcement. If this enterprise/company intends to reduce shares through the centralized bidding trading method, it shall file the reduction plan with the Shanghai Stock Exchange and make an announcement fifteen trading days before the first sale; within two years after the expiration of the lock-up period (including any extended lock-up period), this enterprise/company shall notify the company four trading days before the reduction, and the company shall make an announcement three trading days before the reduction.
When this enterprise/company reduces its pre-IPO shares, 1) when adopting the centralized bidding trading method, the total number of shares reduced shall not exceed 1.00% of the company's total share capital within any consecutive 90 days; 2) when adopting the block trading method, the total number of shares reduced shall not exceed 2.00% of the company's total share capital within any consecutive 90 days; 3) when reducing shares through negotiated transfer, the transfer ratio for a single transferee shall not be less than 5% of the company's total share capital. If the reduction through negotiated transfer causes this enterprise/company to no longer hold the status of a major shareholder of the listed company, this enterprise/company shall continue to comply with the provisions of item 1) above for six months after the reduction and fulfill the relevant information disclosure obligations. When applying items 1) and 2) above, this enterprise/company and its persons acting in concert (if any) shall calculate the number of shares reduced on a combined basis.
(5) If this enterprise/company violates this Letter of Commitment, the proceeds obtained in breach of the commitment shall belong to the company; if this enterprise/company fails to submit the proceeds from the non-compliant reduction to the company, the cash dividends to which this enterprise/company is entitled under the company's profit distribution plan for the current year and subsequent years shall be temporarily withheld until this enterprise/company has fully performed this Letter of Commitment.
(6) This enterprise/company shall simultaneously comply with laws, regulations, and other relevant provisions of the CSRC, the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, the Shanghai Stock Exchange Business Rules, and other relevant regulations concerning the transfer of pre-IPO shares held by shareholders holding more than 5.00% of the company's shares; if any new laws, regulations, or normative documents issued by the CSRC or the Shanghai Stock Exchange are inconsistent with the content of this commitment, the new laws, regulations, and normative documents of the CSRC and the Shanghai Stock Exchange shall prevail.
Other shareholders holding more than 5% of the shares, namely Guotou Fund (国投基金), Ningbo Hangao (宁波瀚高), Nanjing Zhaoyin (南京招银), Hubei Zhaoyin (湖北招银), Gushengdai Venture Capital (古生代创投), and Zhike Shengxun (智科胜讯), commit:
(1) After the company's shares are listed, when this enterprise/company intends to reduce its shares directly or indirectly held before this issuance and listing (hereinafter referred to as "pre-IPO shares") upon the expiration of the lock-up period, it shall strictly comply with the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange regarding shareholders' reduction of pre-IPO shares.
(2) Within 12 months from the date of the company's stock listing, this enterprise/company shall not transfer or entrust others to manage the pre-IPO shares, nor shall the company repurchase the pre-IPO shares.
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
(3) After the expiration of the lock-up period for the pre-IPO shares held by this enterprise/company, it shall conscientiously comply with the relevant regulations of the Company Law, the Securities Law, the CSRC, and the Shanghai Stock Exchange regarding shareholders' reduction of holdings, carefully formulate a share reduction plan in accordance with the needs of the company's stock price stabilization, business operations, and capital operations, and gradually reduce holdings after the expiration of the lock-up period.
(4) After the expiration of the lock-up period for the pre-IPO shares held by this enterprise/company, when this enterprise/company intends to reduce its pre-IPO shares, it shall notify the company in writing of the intention to reduce and the intended number of shares to be reduced and other information in accordance with the relevant regulations of the CSRC and the Shanghai Stock Exchange regarding shareholders' reduction of holdings, and the company shall make a timely announcement. If this enterprise/company intends to reduce shares through the centralized bidding trading method, it shall file the reduction plan with the Shanghai Stock Exchange and make an announcement fifteen trading days before the first sale; within two years after the expiration of the lock-up period (including any extended lock-up period), this enterprise/company shall notify the company four trading days before the reduction, and the company shall make an announcement three trading days before the reduction.
When this enterprise/company reduces its pre-IPO shares, 1) when adopting the centralized bidding trading method: ① if this enterprise/company meets the qualification criteria for venture capital funds as defined by the CSRC and the Shanghai Stock Exchange, the following proportional restrictions shall apply to the reduction of shares: A. as of the date of the company's initial public offering and listing, if the investment period is less than 36 months, the total number of shares reduced shall not exceed 1.00% of the company's total share capital within any consecutive 90 days; B. as of the date of the company's initial public offering and listing, if the investment period is 36 months or more but less than 48 months, the total number of shares reduced shall not exceed 1.00% of the company's total share capital within any consecutive 60 days; C. as of the date of the company's initial public offering and listing, if the investment period is 48 months or more but less than 60 months, the total number of shares reduced shall not exceed 1.00% of the company's total share capital within any consecutive 30 days; D. as of the date of the company's initial public offering and listing, if the investment period is 60 months or more, the total number of shares reduced shall no longer be subject to proportional restrictions. (The aforementioned investment period shall be calculated from the date on which the cumulative amount invested by the venture capital fund in the company reaches RMB 3,000,000 (300.00万元) or the date on which the cumulative investment amount reaches 50.00% of the total investment in the company.); ② if this enterprise/company does not meet the qualification criteria for venture capital funds as defined by the CSRC and the Shanghai Stock Exchange, this enterprise/company shall implement the following reduction method: the total number of shares reduced shall not exceed 1.00% of the company's total share capital within any consecutive 90 days.
2) When adopting the block trading method, this enterprise/company shall apply the following reduction conditions: ① if this enterprise/company meets the qualification criteria for venture capital funds as defined by the CSRC and the Shanghai Stock Exchange, the following proportional restrictions shall apply to the reduction of shares: A. as of the date of the company's initial public offering and listing, if the investment period is less than 36 months, the total number of shares reduced by this enterprise/company shall not exceed 2% of the company's total share capital within any consecutive 90 days; B. as of the date of the company's initial public offering and listing, if the investment period is 36 months or more but less than 48 months, the total number of shares reduced by this enterprise/company shall not exceed 2% of the company's total share capital within any consecutive 60 days; C. as of the date of the company's initial public offering and listing, if the investment period is 48 months or more but less than 60 months, the total number of shares reduced by this enterprise/company shall not exceed 2% of the company's total share capital within any consecutive
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
30 days. D. as of the date of the company's initial public offering and listing, if the investment period is 60 months or more, the total number of shares reduced shall no longer be subject to proportional restrictions. (The aforementioned investment period shall be calculated from the date on which the cumulative amount invested by this enterprise/company in the company reaches RMB 3,000,000 (300.00万元) or the date on which the cumulative investment amount reaches 50.00% of the total investment in the company.); ② if this enterprise/company does not meet the qualification criteria for venture capital funds as defined by the CSRC and the Shanghai Stock Exchange, this enterprise/company shall implement the following reduction method: the total number of shares reduced shall not exceed 2.00% of the company's total share capital within any consecutive 90 days.
3) When reducing shares through negotiated transfer, the transfer ratio for a single transferee shall not be less than 5.00% of the company's total share capital. If the reduction through negotiated transfer causes this enterprise/company to no longer hold the status of a major shareholder of the listed company, this enterprise/company shall continue to comply with the provisions of item 1) above for six months after the reduction and fulfill the relevant information disclosure obligations. When applying items 1).② and 2).② above, this enterprise/company and its persons acting in concert (if any) shall calculate the number of shares reduced on a combined basis.
(5) If this enterprise/company violates this Letter of Commitment, the proceeds obtained in breach of the commitment shall belong to the company; if this enterprise/company fails to submit the proceeds from the non-compliant reduction to the company, the cash dividends to which this enterprise/company is entitled under the company's profit distribution plan for the current year and subsequent years shall be temporarily withheld until this enterprise/company has fully performed this Letter of Commitment.
(6) This enterprise/company shall simultaneously comply with laws, regulations, and other relevant provisions of the CSRC, the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, the Shanghai Stock Exchange Business Rules, and other relevant regulations concerning the transfer of pre-IPO shares held by shareholders holding more than 5.00% of the company's shares; if any new laws, regulations, or normative documents issued by the CSRC or the Shanghai Stock Exchange are inconsistent with the content of this commitment, the new laws, regulations, and normative documents of the CSRC and the Shanghai Stock Exchange shall prevail.
(1) After the company's shares are listed, when this enterprise/company intends to reduce its shares directly or indirectly held before this issuance and listing (hereinafter referred to as "pre-IPO shares") upon the expiration of the lock-up period, it shall strictly comply with the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange regarding shareholders' reduction of pre-IPO shares.
(2) Within 36 months from the date of the company's stock listing, this enterprise/company shall not transfer or entrust others to manage the pre-IPO shares, nor shall the company repurchase the pre-IPO shares.
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
(3) When this enterprise/company reduces its pre-IPO shares, 1) when adopting the centralized bidding trading method, the total number of shares reduced shall not exceed 1.00% of the company's total share capital within any consecutive 90 days; 2) when adopting the block trading method, the total number of shares reduced shall not exceed 2.00% of the company's total share capital within any consecutive 90 days; 3) when reducing shares through negotiated transfer, the transfer ratio for a single transferee shall not be less than 5.00% of the company's total share capital. If the reduction through negotiated transfer causes this enterprise/company to no longer hold the status of a major shareholder of the listed company, this enterprise/company shall continue to comply with the provisions of item 1) above for six months after the reduction and fulfill the relevant information disclosure obligations. When applying items 1) and 2) above, this enterprise/company and its persons acting in concert (if any) shall calculate the number of shares reduced on a combined basis.
(4) If this enterprise/company violates this Letter of Commitment, the proceeds obtained shall belong to the company; if this enterprise/company fails to submit the proceeds from the non-compliant reduction to the company, the cash dividends to which this enterprise/company is entitled under the company's profit distribution plan for the current year and subsequent years shall be temporarily withheld until this enterprise/company has fully performed this Letter of Commitment.
(5) This enterprise/company shall simultaneously comply with laws, regulations, and other relevant provisions of the CSRC, the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, the Shanghai Stock Exchange Business Rules, and other relevant regulations concerning the transfer of pre-IPO shares held by shareholders holding less than 5.00% of the company's shares and employee stock ownership plans; if any new laws, regulations, or normative documents issued by the CSRC or the Shanghai Stock Exchange are inconsistent with the content of this commitment, the new laws, regulations, and normative documents of the CSRC and the Shanghai Stock Exchange shall prevail.
Shareholders Alibaba Venture Investment (阿里创投), Nayuan Mingzhi (纳远明志), iFLYTEK (科大讯飞), Guoxin Capital (国新资本), Nash Equilibrium (纳什均衡), Ningbo Huiyuan (宁波汇原), Jinshi Yinyi (金石银翼), Xinjiang Dongpeng (新疆东鹏), Guangzhou Huixing (广州汇星), CICC Haomo (中金澔镆), and Guoke Aixi (国科艾熙) commit:
(1) After the company's shares are listed, when this enterprise/company intends to reduce its shares directly or indirectly held before this issuance and listing (hereinafter referred to as "pre-IPO shares") upon the expiration of the lock-up period, it shall strictly comply with the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange regarding shareholders' reduction of pre-IPO shares.
(2) Within 12 months from the date of the company's stock listing, this enterprise/company shall not transfer or entrust others to manage the pre-IPO shares, nor shall the company repurchase the pre-IPO shares.
(3) When this enterprise/company reduces its pre-IPO shares, 1) when adopting the centralized bidding trading method, the total number of shares reduced shall not exceed 1.00% of the company's total share capital within any consecutive 90 days; 2) when adopting the block trading method, the total number of shares reduced shall not exceed 2.00% of the company's total share capital within any consecutive 90 days; 3) when reducing shares through negotiated transfer, the transfer ratio for a single transferee shall not be less than 5.00% of the company's total share capital. When applying items 1) and 2) above, this enterprise/company and its persons acting in concert (if any) shall calculate the number of shares reduced on a combined basis.
Prospectus for Initial Public Offering and Listing on the Science and Technology Innovation Board (Registration Draft)
(4) If this enterprise/company violates this letter of commitment, any gains obtained in breach of the commitment shall belong to the Company. If this enterprise/company fails to remit the proceeds from unauthorized share reductions to the Company, the cash dividends to which this enterprise/company is entitled under the Company's profit distribution plan for the current year and subsequent years shall be temporarily withheld until this enterprise/company has fully fulfilled this letter of commitment.
(5) This enterprise/company shall simultaneously comply with laws, regulations, and other relevant provisions of the China Securities Regulatory Commission (CSRC), the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, and the Shanghai Stock Exchange Business Rules regarding the transfer of pre-IPO shares held by shareholders holding less than 5.00% of the Company's shares. If any new laws, regulations, or normative documents issued by the CSRC or the Shanghai Stock Exchange are inconsistent with the contents of this commitment, the new laws, regulations, and normative documents of the CSRC and the Shanghai Stock Exchange shall prevail.
(1) After the Company's shares are listed, if this enterprise/company intends to reduce its holdings of shares directly or indirectly held prior to this issuance and listing (hereinafter referred to as "Pre-IPO Shares") after the expiration of the lock-up period, it shall strictly comply with the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange regarding the reduction of shareholders' Pre-IPO Shares.
(2) Within 12 months from the date of the Company's stock listing, this enterprise/company shall not transfer or entrust others to manage the Pre-IPO Shares, nor shall it request the Company to repurchase the Pre-IPO Shares.
(3) When this enterprise/company reduces its holdings of Pre-IPO Shares: 1) When using centralized competitive bidding transactions: ① If this enterprise/company meets the qualification criteria of the CSRC and the Shanghai Stock Exchange for venture capital funds, the following proportional restrictions shall apply to share reductions:
A. As of the date of the Company's initial public offering and listing, where the investment period is less than 36 months, the total number of shares reduced within any consecutive 90-day period shall not exceed 1.00% of the Company's total share capital;
B. As of the date of the Company's initial public offering and listing, where the investment period is 36 months or more but less than 48 months, the total number of shares reduced within any consecutive 60-day period shall not exceed 1.00% of the Company's total share capital;
C. As of the date of the Company's initial public offering and listing, where the investment period is 48 months or more but less than 60 months, the total number of shares reduced within any consecutive 30-day period shall not exceed 1.00% of the Company's total share capital;
D. As of the date of the Company's initial public offering and listing, where the investment period is 60 months or more, the total number of shares reduced shall no longer be subject to proportional restrictions.
(The aforementioned investment period shall be calculated from the date on which the venture capital fund's cumulative investment in the Company reaches RMB 3,000,000 (万元) or the date on which the cumulative investment amount reaches 50.00% of the fund's total investment in the Company.)
② If this enterprise/company does not meet the qualification criteria of the CSRC and the Shanghai Stock Exchange for venture capital funds, this enterprise/company shall implement the following share reduction method: the total number of shares reduced within any consecutive 90-day period shall not exceed 1.00% of the Company's total share capital.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
2) When using block trade transactions, this enterprise/company shall comply with the following share reduction conditions: ① If this enterprise/company meets the qualification criteria of the CSRC and the Shanghai Stock Exchange for venture capital funds, the following proportional restrictions shall apply to share reductions:
A. As of the date of the Company's initial public offering and listing, where the investment period is less than 36 months, the total number of shares reduced by this enterprise/company within any consecutive 90-day period shall not exceed 2.00% of the Company's total share capital;
B. As of the date of the Company's initial public offering and listing, where the investment period is 36 months or more but less than 48 months, the total number of shares reduced by this enterprise/company within any consecutive 60-day period shall not exceed 2.00% of the Company's total share capital;
C. As of the date of the Company's initial public offering and listing, where the investment period is 48 months or more but less than 60 months, the total number of shares reduced by this enterprise/company within any consecutive 30-day period shall not exceed 2.00% of the Company's total share capital;
D. As of the date of the Company's initial public offering and listing, where the investment period is 60 months or more, the total number of shares reduced shall no longer be subject to proportional restrictions.
(The aforementioned investment period shall be calculated from the date on which this enterprise/company's cumulative investment in the Company reaches RMB 3,000,000 (万元) or the date on which the cumulative investment amount reaches 50.00% of the total investment in the Company.)
② If this enterprise/company does not meet the qualification criteria of the CSRC and the Shanghai Stock Exchange for venture capital funds, this enterprise/company shall implement the following share reduction method: the total number of shares reduced within any consecutive 90-day period shall not exceed 2.00% of the Company's total share capital.
3) When reducing shares through negotiated transfers, the proportion acquired by a single transferee shall not be less than 5.00% of the Company's total share capital. When applying the provisions of 1)② and 2)② above, this enterprise/company and its persons acting in concert (if any) shall calculate the number of shares reduced on a combined basis.
(4) If this enterprise/company violates this letter of commitment, any gains obtained in breach of the commitment shall belong to the Company. If this enterprise/company fails to remit the proceeds from unauthorized share reductions to the Company, the cash dividends to which this enterprise/company is entitled under the Company's profit distribution plan for the current year and subsequent years shall be temporarily withheld until this enterprise/company has fully fulfilled this letter of commitment.
(5) This enterprise/company shall simultaneously comply with laws, regulations, and other relevant provisions of the CSRC, the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, and the Shanghai Stock Exchange Business Rules regarding the transfer of Pre-IPO Shares held by shareholders holding less than 5.00% of the Company's shares. If any new laws, regulations, or normative documents issued by the CSRC or the Shanghai Stock Exchange are inconsistent with the contents of this commitment, the new laws, regulations, and normative documents of the CSRC and the Shanghai Stock Exchange shall prevail.
4. Commitments of the Company's Directors (Excluding Independent Directors) and Senior Management Personnel
(1) Within 12 months from the date of the Company's stock listing, I shall not transfer or entrust others to manage the shares of the Company that I directly or indirectly held prior to this issuance and listing (hereinafter referred to as "Pre-IPO Shares"), nor shall I request the Company to repurchase the Pre-IPO Shares.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
After the Company's shares are listed but before the Company achieves profitability, within 3 complete accounting years from the date of the Company's stock listing, I shall not transfer or entrust others to manage the shares of the Company that I directly or indirectly held prior to the IPO, nor shall I propose that the Company repurchase such shares. If I resign from the Company during the aforementioned period, I shall continue to comply with the above commitments after my resignation. After the Company's shares are listed and the Company achieves profitability, I shall reduce my holdings of Pre-IPO Shares starting from the later of: the day after the Company's annual report for the current year is disclosed, or the date on which 12 months have elapsed since the date of the Company's stock listing and trading.
If, within 6 months after the Company's shares are listed for trading, the closing price of the Company's A-shares is below the initial public offering price for 20 consecutive trading days, or the closing price at the end of the 6-month period following the listing of the Company's shares (if such day is not a trading day, then the first trading day after such day) is below the offering price, the lock-up period for my Pre-IPO Shares shall automatically be extended by at least 6 months. The aforementioned offering price refers to the price of the Company's initial public offering of shares. If, after listing, the Company conducts ex-rights or ex-dividend adjustments due to cash dividends, bonus shares, capitalization of capital reserves, stock splits, additional issuances, rights issues, or share consolidations, adjustments shall be made to the offering price in accordance with the relevant regulations of the CSRC and the stock exchange.
(2) After the expiration of the lock-up period for Pre-IPO Shares, during my tenure at the Company, the Pre-IPO Shares I transfer each year shall not exceed 25.00% of the total Pre-IPO Shares I hold. If I resign after the expiration of my term of office, I shall not transfer Pre-IPO Shares within 6 months after my resignation. If I resign before the expiration of my term of office, the Pre-IPO Shares I transfer each year during the term determined at the time of appointment and within 6 months after the expiration of such term shall not exceed 25.00% of the total Pre-IPO Shares I hold.
(3) If my Pre-IPO Shares are reduced within two years after the expiration of the lock-up period, the reduction price shall not be lower than the offering price. The aforementioned offering price refers to the price of the Company's initial public offering of shares. If, after listing, the Company conducts ex-rights or ex-dividend adjustments due to cash dividends, bonus shares, capitalization of capital reserves, stock splits, additional issuances, rights issues, or share consolidations, adjustments shall be made in accordance with the relevant regulations of the CSRC and the stock exchange.
(4) I shall simultaneously comply with the Implementation Rules for Reduction of Shares by Shareholders, Directors, Supervisors, and Senior Management Personnel of Listed Companies on the Shanghai Stock Exchange and other relevant provisions of the Shanghai Stock Exchange regarding the reduction of Pre-IPO Shares by directors and senior management personnel.
(5) The foregoing commitments shall not be abandoned due to changes in my position at the Company or my resignation from the Company.
(6) If I violate this letter of commitment, any gains obtained in breach of the commitment shall belong to the Company. If I fail to remit the proceeds from unauthorized share reductions to the Company, the cash dividends to which I am entitled under the Company's profit distribution plan for the current year and subsequent years shall be temporarily withheld until I have fully fulfilled this letter of commitment.
(7) I shall simultaneously comply with laws, regulations, and other provisions of the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules and the Shanghai Stock Exchange Business Rules regarding the transfer of Pre-IPO Shares held by directors and senior management personnel of the Company. If any new laws, regulations, or normative documents issued by the CSRC or the Shanghai Stock Exchange are inconsistent with the contents of this commitment,
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
the new laws, regulations, and normative documents of the CSRC and the Shanghai Stock Exchange shall prevail.
(1) Within 12 months from the date of the Company's stock listing, I shall not transfer or entrust others to manage the shares of the Company that I directly or indirectly held prior to this issuance and listing (hereinafter referred to as "Pre-IPO Shares"), nor shall I request the Company to repurchase the Pre-IPO Shares.
After the Company's shares are listed but before the Company achieves profitability, within 3 complete accounting years from the date of the Company's stock listing, I shall not transfer or entrust others to manage the shares of the Company that I directly or indirectly held prior to the IPO, nor shall I propose that the Company repurchase such shares. If I resign from the Company during the aforementioned period, I shall continue to comply with the above commitments after my resignation. After the Company's shares are listed and the Company achieves profitability, I shall reduce my holdings of Pre-IPO Shares starting from the later of: the day after the Company's annual report for the current year is disclosed, or the date on which 12 months have elapsed since the date of the Company's stock listing and trading.
(2) After the expiration of the lock-up period for Pre-IPO Shares, during my tenure at the Company, the Pre-IPO Shares I transfer each year shall not exceed 25.00% of the total Pre-IPO Shares I hold. If I resign after the expiration of my term of office, I shall not transfer Pre-IPO Shares within 6 months after my resignation. If I resign before the expiration of my term of office, the Pre-IPO Shares I transfer each year during the term determined at the time of appointment and within 6 months after the expiration of such term shall not exceed 25.00% of the total Pre-IPO Shares I hold.
(3) If my Pre-IPO Shares are reduced within two years after the expiration of the lock-up period, the reduction price shall not be lower than the offering price. The aforementioned offering price refers to the price of the Company's initial public offering of shares. If, after listing, the Company conducts ex-rights or ex-dividend adjustments due to cash dividends, bonus shares, capitalization of capital reserves, stock splits, additional issuances, rights issues, or share consolidations, adjustments shall be made in accordance with the relevant regulations of the CSRC and the stock exchange.
(4) I shall simultaneously comply with the Implementation Rules for Reduction of Shares by Shareholders, Directors, Supervisors, and Senior Management Personnel of Listed Companies on the Shanghai Stock Exchange and other relevant provisions of the Shanghai Stock Exchange regarding the reduction of Pre-IPO Shares by supervisors.
(5) The foregoing commitments shall not be abandoned due to changes in my position at the Company or my resignation from the Company.
(6) If I violate this letter of commitment, any gains obtained in breach of the commitment shall belong to the Company. If I fail to remit the proceeds from unauthorized share reductions to the Company, the cash dividends to which I am entitled under the Company's profit distribution plan for the current year and subsequent years shall be temporarily withheld until I have fully fulfilled this letter of commitment.
(7) I shall simultaneously comply with laws, regulations, and other provisions of the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules and the Shanghai Stock Exchange Business Rules regarding the transfer of Pre-IPO Shares held by supervisors of the Company. If any new laws, regulations,
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
or normative documents issued by the CSRC or the Shanghai Stock Exchange are inconsistent with the contents of this commitment, the new laws, regulations, and normative documents of the CSRC and the Shanghai Stock Exchange shall prevail.
(1) Within 12 months from the date of the Company's stock listing, I shall not transfer or entrust others to manage the Pre-IPO Shares. If I resign from the Company during the aforementioned period, within 6 months after my resignation, I shall not transfer or entrust others to manage the Pre-IPO Shares.
After the Company's shares are listed but before the Company achieves profitability, within 3 complete accounting years from the date of the Company's stock listing, I shall not reduce my holdings of the shares of the Company that I directly or indirectly held prior to this issuance and listing (hereinafter referred to as "Pre-IPO Shares"). If I resign from the Company during the aforementioned period, I shall continue to comply with the above commitments after my resignation. After the Company's shares are listed and the Company achieves profitability, I shall reduce my holdings of Pre-IPO Shares starting from the later of: the day after the Company's annual report for the current year is disclosed, or the date on which 12 months have elapsed since the date of the Company's stock listing.
(2) Within 4 years from the expiration of the lock-up period for Pre-IPO Shares, the Pre-IPO Shares I transfer each year shall not exceed 25.00% of the total Pre-IPO Shares I held at the time of the Company's listing. The reduction ratio may be accumulated and used across years.
(3) If I violate this letter of commitment, any gains obtained in breach of the commitment shall belong to the Company. If I fail to remit the proceeds from unauthorized share reductions to the Company, the cash dividends to which I am entitled under the Company's profit distribution plan for the current year and subsequent years shall be temporarily withheld until I have fully fulfilled this letter of commitment.
(4) I shall simultaneously comply with laws, regulations, and other provisions of the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules and the Shanghai Stock Exchange Business Rules regarding the transfer of Pre-IPO Shares held by core technical personnel of the Company. If any new laws, regulations, or normative documents issued by the CSRC or the Shanghai Stock Exchange are inconsistent with the contents of this commitment, the new laws, regulations, and normative documents of the CSRC and the Shanghai Stock Exchange shall prevail.
Pursuant to the Plan for Stabilizing the Share Price of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Following the Initial Public Offering and Listing on the Science and Technology Innovation Board, approved at the First Extraordinary General Meeting of Shareholders held on March 10, 2020, the Company's share price stabilization plan is as follows:
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
On the premise that the statutory listing conditions are satisfied, within 36 months after the Company's listing, if the closing price of the Company's A-shares is below the Company's most recently audited net assets per share (if any ex-rights or ex-dividend events such as cash dividends, bonus shares, capitalization of capital reserves, stock splits, additional issuances, rights issues, or share consolidations cause changes in the Company's net assets or total share capital, the aforementioned net assets per share shall be adjusted accordingly; the same below) for 20 consecutive trading days, and subject to the premise that the requirements of laws, regulations, and normative documents regarding performance announcements, information disclosure, share increases, or repurchases are satisfied, the Company shall initiate share price stabilization measures in order to safeguard the interests of shareholders at large, enhance investor confidence, and maintain the stability of the Company's share price.
The Company and the Company's controlling shareholder, directors (excluding independent directors, the same below), and senior management personnel shall bear the obligation to stabilize the Company's share price. The Company and the Company's controlling shareholder, directors, and senior management personnel shall analyze in a qualitative or quantitative manner the different roles of systemic factors in the capital market, systemic factors in industry cycles, and the impact of the Company's performance fluctuations, and shall take measures to promote a recovery in the closing price of the Company's shares.
The implementation of the Company's share price stabilization measures shall not cause the Company to fail to meet the statutory listing conditions.
A. The controlling shareholder shall submit a plan for increasing holdings of the Company's shares to the Company within 30 trading days from the date on which the conditions triggering share price stabilization measures are met, and the Company shall make an announcement thereof. During the implementation of the aforementioned share increase plan, if the closing price of the Company's shares is higher than the net assets per share for 5 consecutive trading days, the controlling shareholder may suspend the implementation of the share increase plan. After the controlling shareholder suspends the implementation of the share increase plan, if the conditions for triggering share price stabilization measures are met again within 36 months after the Company's listing, the controlling shareholder shall continue to implement the aforementioned share increase plan. Within 36 months after the Company's listing, the total funds used by the controlling shareholder for share increases shall in principle cumulatively amount to no less than RMB 5,000,000 (500.00万元).
B. Within 6 months after the completion of the share increase, the controlling shareholder shall not sell the shares so acquired. The share increase actions shall comply with the provisions of relevant laws, regulations, and normative documents, as well as the requirements of the Shanghai Stock Exchange's relevant business rules and memoranda.
C. Within 36 months after the Company's listing, if the closing price of the Company's shares is below the net assets per share for 20 consecutive trading days and the Company intends to stabilize the Company's share price through share repurchases, the controlling shareholder undertakes to vote in favor of the Company's share repurchase plan at the Company's Board of Directors meeting in its capacity as a director nominated by the controlling shareholder.
Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board (Registration Draft)
D. If the controlling shareholder fails to fulfill the above commitment to increase its shareholding, the Company may withhold the cash dividends payable to the controlling shareholder in the year in which the obligation to increase shareholding is triggered and in the following year, until the controlling shareholder fulfills its commitment; if the controlling shareholder fails to fulfill its commitment, the controlling shareholder is willing to bear corresponding legal liability.
E. The implementation of the controlling shareholder's share price stabilization measures shall not cause the Company to fail to meet the statutory listing conditions, and shall not compel the controlling shareholder to fulfill a mandatory tender offer obligation.
A. The measures for directors and senior management to increase their shareholding in the Company shall be triggered when any of the following conditions is met: a. the controlling shareholder is unable to implement the share increase plan; b. after the completion of the controlling shareholder's share increase plan, the Company's stock still fails to meet the condition that "the closing price of the Company's stock for 5 consecutive trading days is higher than the audited net assets per share for the most recent year" (in the event of ex-rights or ex-dividend events, the above net assets per share shall be adjusted accordingly).
B. Directors and senior management shall increase their shareholding in the Company within 90 trading days from the date on which the conditions triggering the share increase are met, and the amount used for share increases each year shall not be less than 20.00% of the after-tax remuneration received from the Company by the directors and senior management in the preceding year. However, during the above period, if the closing price of the Company's stock for 5 consecutive trading days is higher than the audited net assets per share for the most recent year, the directors and senior management may suspend the implementation of the share increase plan.
C. Directors and senior management shall not sell the shares so acquired within 6 months after the completion of the share increase; the share increase activities shall comply with the provisions of relevant laws, regulations and normative documents, as well as the relevant business rules and memoranda of the Shanghai Stock Exchange.
D. Within 36 months after the Company's listing, if the closing price of the Company's stock falls below the net assets per share for 20 consecutive trading days, and the Company intends to stabilize its share price through share repurchases, directors and senior management commit to vote in favor of the Company's share repurchase plan in their capacity as directors (if applicable) at the Board of Directors meeting.
E. If the directors and senior management fail to fulfill the above commitment to increase their shareholding, the Company may withhold 80.00% of the total remuneration and cash dividends payable to the directors and senior management in the year in which the obligation to increase shareholding is triggered and in the following year, until the directors and senior management fulfill their commitment; if the directors and senior management fail to fulfill their commitment, they shall bear corresponding legal liability.
A. The measures for the Company to repurchase its shares shall be triggered when any of the following conditions is met: a. the controlling shareholder and directors and senior management are unable to implement the share increase plan; b. after the implementation of the share increase plans by the controlling shareholder and directors and senior management, the Company's stock still fails to meet the condition that "the closing price of the Company's stock for 5 consecutive trading days is higher than the audited net assets per share for the most recent year (in the event of ex-rights or ex-dividend events, the above net assets per share shall be adjusted accordingly)."
B. When the conditions triggering the share price stabilization measures are met, the Company shall, within 10 trading days, put forward a share price stabilization plan and make an announcement, and promptly disclose the deliberation and implementation of the share price stabilization measures. The Company may implement share repurchases by a resolution of the Board of Directors attended by more than two-thirds of the directors. After the Board of Directors approves the share repurchase proposal, the Company shall fulfill its corresponding obligations of announcement, filing and notification to creditors in accordance with the law. Subject to the satisfaction of statutory conditions, share repurchases shall be implemented within the price range and within the time limit specified in the approved share repurchase proposal.
C. During the implementation of the above repurchase plan, if the closing price of the Company's stock for 5 consecutive trading days is higher than the net assets per share, the Company may suspend the implementation of the share repurchase plan. After the Company suspends the share repurchase plan, if the conditions triggering the share price stabilization measures are met again within 36 months after the Company's listing, the Company shall continue to implement the above share repurchase plan. Upon the completion or termination of a single share repurchase, the repurchased shares shall be disposed of in accordance with the Company Law and the Company's Articles of Association and other relevant regulations. Within 36 months after the Company's listing, the cumulative funds used for share repurchases to stabilize the share price shall in principle be no less than RMB 10,000,000 (1,000.00 万元).
D. If the Company fails to fulfill the above commitment to repurchase shares, the Company shall publicly explain in the shareholders' general meeting and in newspapers designated by the China Securities Regulatory Commission ("CSRC") the specific reasons for not taking the above share price stabilization measures and apologize to shareholders and public investors.
E. Within 36 months after the Company's listing, if the Company newly appoints directors (excluding independent directors) and senior management, the Company shall ensure that such persons fulfill the corresponding commitments already made by the directors (excluding independent directors) and senior management at the time of the Company's listing.
F. The implementation of the Company's share price stabilization measures shall not cause the Company to fail to meet the statutory listing conditions.
A. The Company, the controlling shareholder, directors and senior management commit to strictly fulfill the aforementioned obligations relating to the implementation of the share price stabilization plan and related commitments.
B. During the implementation of the share price stabilization plan, if the closing price of the Company's stock for 5 consecutive trading days is higher than the net assets per share, the controlling shareholder, directors, senior management and the Company may suspend the implementation of the share increase and repurchase plans.
C. The implementation of the share price stabilization plan shall not cause the Company to fail to meet the statutory listing conditions.
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
If the Company, the controlling shareholder, directors and senior management fail to implement the aforementioned share price stabilization plan, the Company, the controlling shareholder, directors and senior management shall strictly enforce the relevant restrictive measures.
(1) The controlling shareholder shall, within 30 trading days from the date on which the conditions triggering the share price stabilization measures are met, submit to the Company a plan for increasing its shareholding in the Company, which shall be announced by the Company. During the implementation of the above share increase plan, if the closing price of the Company's stock for 5 consecutive trading days is higher than the net assets per share, the controlling shareholder may suspend the implementation of the share increase plan. After the controlling shareholder suspends the share increase plan, if the conditions triggering the share price stabilization measures are met again within 36 months after the Company's listing, the controlling shareholder shall continue to implement the above share increase plan. Within 36 months after the Company's listing, the cumulative funds used by the controlling shareholder for share increases shall in principle be no less than RMB 5,000,000 (500.00 万元).
(2) The controlling shareholder shall not sell the shares so acquired within 6 months after the completion of the share increase; the share increase activities shall comply with the provisions of relevant laws, regulations and normative documents, as well as the relevant business rules and memoranda of the Shanghai Stock Exchange.
(3) Within 36 months after the Company's listing, if the closing price of the Company's stock falls below the net assets per share for 20 consecutive trading days, and the Company intends to stabilize its share price through share repurchases, the controlling shareholder commits to vote in favor of the Company's share repurchase plan in its capacity as the nominating shareholder of directors at the Board of Directors meeting.
(4) If the controlling shareholder fails to fulfill the above commitment to increase its shareholding, the Company may withhold the cash dividends payable to the controlling shareholder in the year in which the obligation to increase shareholding is triggered and in the following year, until the controlling shareholder fulfills its commitment; if the controlling shareholder fails to fulfill its commitment, the controlling shareholder is willing to bear corresponding legal liability.
(5) The implementation of the controlling shareholder's share price stabilization measures shall not cause the Company to fail to meet the statutory listing conditions, and shall not compel the controlling shareholder to fulfill a mandatory tender offer obligation.
(6) When the conditions for triggering the share price stabilization measures are met, if the controlling shareholder fails to take the above specific share price stabilization measures, the controlling shareholder commits to accept the following restrictive measures:
1) The controlling shareholder shall publicly explain in the Company's shareholders' general meeting and in newspapers designated by the CSRC the specific reasons for not taking the above share price stabilization measures and apologize to the Company's shareholders and public investors.
2) If the controlling shareholder fails to take the above specific share price stabilization measures, the Company may withhold the controlling shareholder's cash dividends for the current year, until the controlling shareholder takes and completes the corresponding share price stabilization measures in accordance with the "Plan of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) for Stabilizing the Company's Share Price after the Initial Public Offering of Shares and Listing on the STAR Market."
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
The directors (excluding independent directors, the same below) and senior management of the Company make the following commitments regarding the implementation of the plan for stabilizing the Company's share price within three years after the initial public offering of shares and listing on the STAR Market:
(1) The measures for the undersigned to increase his/her shareholding in the Company shall be triggered when any of the following conditions is met: 1) the controlling shareholder is unable to implement the share increase plan; 2) after the completion of the controlling shareholder's share increase plan, the Company's stock still fails to meet the condition that "the closing price of the Company's stock for 5 consecutive trading days is higher than the audited net assets per share for the most recent year" (in the event of ex-rights or ex-dividend events, the above net assets per share shall be adjusted accordingly).
(2) The undersigned shall, within 90 trading days from the date on which the conditions triggering the share increase are met, increase his/her holding of publicly traded shares of the Company in the secondary market through the stock exchange, and the amount used for share increases within any consecutive twelve months shall not be less than 20.00% of the after-tax remuneration received from the Company by the undersigned in the preceding year. However, during the above period, if the closing price of the Company's stock for 5 consecutive trading days is higher than the audited net assets per share for the most recent year, the undersigned may suspend the implementation of the share increase plan.
(3) The undersigned shall not sell the shares so acquired within 6 months after the completion of the share increase; the share increase activities shall comply with the provisions of relevant laws, regulations and normative documents, as well as the relevant business rules and memoranda of the Shanghai Stock Exchange.
(4) Within 36 months after the Company's listing, if the closing price of the Company's stock falls below the most recently audited net assets per share (after the most recent audit reference date, if changes occur in the Company's net assets or total number of shares due to profit distribution, capitalization of capital reserves, additional share issuances, rights offerings or other circumstances, the net assets per share shall be adjusted accordingly) for 20 consecutive trading days, and the Company intends to stabilize its share price through share repurchases, the undersigned commits to vote in favor of the Company's share repurchase plan in his/her capacity as a director (if applicable) at the Board of Directors meeting.
(5) If the directors and senior management fail to fulfill the above commitment to increase their shareholding, the Company may withhold 80.00% of the total remuneration and cash dividends payable to the directors and senior management in the year in which the obligation to increase shareholding is triggered and in the following year, until the directors and senior management fulfill their commitment; if the directors and senior management fail to fulfill their commitment, they shall bear corresponding legal liability.
(6) The undersigned's purchase of the Company's shares shall comply with the provisions of relevant laws and regulations; where approval from the securities regulatory authorities, stock exchanges or other competent authorities is required, the corresponding approval procedures shall be completed. If shares are not purchased due to failure to obtain approval, this shall be deemed as fulfillment of this commitment.
(7) When the conditions for triggering the share price stabilization measures are met, if the above specific share price stabilization measures are not taken, the undersigned commits to accept the following restrictive measures:
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
1) The undersigned shall publicly explain in the Company's shareholders' general meeting and in newspapers designated by the CSRC the specific reasons for not taking the above share price stabilization measures and apologize to the Company's shareholders and public investors.
2) If the undersigned fails to take the above specific share price stabilization measures, the Company shall, within 10 trading days from the date on which the above event occurs, cease to pay the undersigned's remuneration, and shall simultaneously withhold the undersigned's cash dividends for the current year (if any), until the undersigned takes and completes the corresponding share price stabilization measures in accordance with the provisions of this letter of commitment.
The Company guarantees that there is no fraudulent issuance in connection with this public offering of shares and listing on the STAR Market. If the Company does not meet the conditions for issuance and listing and constitutes a fraudulent issuance, the Company shall initiate share repurchase procedures within 5 working days after confirmation by the CSRC or other competent authorities, repurchase all new shares issued in this public offering at a repurchase price not lower than the issuance price of the shares in this public offering plus interest calculated at the bank's concurrent deposit rate, and implement the repurchase in accordance with the relevant deliberation and announcement procedures required by applicable laws and regulations. In implementing the above share repurchase, if laws, regulations, the Company's Articles of Association or other applicable documents provide otherwise, such provisions shall prevail.
The undersigned guarantees that there is no fraudulent issuance in connection with the Company's public offering of shares and listing on the STAR Market. If the Company does not meet the conditions for issuance and listing and constitutes a fraudulent issuance, the undersigned shall initiate share repurchase procedures within 5 working days after confirmation by the CSRC or other competent authorities, repurchase all new shares issued in this public offering at a repurchase price not lower than the issuance price of the shares in this public offering plus interest calculated at the bank's concurrent deposit rate, and implement the repurchase in accordance with the procedures required by applicable laws and regulations. In implementing the above share repurchase, if laws, regulations, the Company's Articles of Association or other applicable documents provide otherwise, such provisions shall prevail.
After the initial public offering of shares and listing on the STAR Market, the Company's share capital and owners' equity attributable to the Company's shareholders will increase substantially, and the immediate returns to shareholders such as earnings per share and weighted average return on net assets may be diluted. In view of the above, the Company intends to enhance its profitability and increase future earnings to compensate for the dilution of shareholders' immediate returns by strengthening the effective utilization of raised funds, ensuring and accelerating the implementation of fundraising investment projects, and improving the profit distribution policy. The Company hereby makes the following commitments regarding the practical fulfillment of the measures to compensate for the dilution of immediate returns in connection with the initial public offering of shares and listing on the STAR Market:
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
The Company will improve management efficiency and reduce internal operating costs by enhancing its operational management standards and strengthening expense control; further reduce production costs by strengthening control over raw material procurement activities; and improve the efficiency of fund utilization and reduce financial costs by strengthening budget control and internal supervision. In summary, the Company will continuously enhance its overall profitability by improving operational efficiency and cost and expense control, enabling its products to compete in the market with high quality and low costs.
The Company will continuously strengthen its technical team, increase R&D investment and technological innovation, continuously improve product quality and technical standards, enhance the Company's core competitiveness, and maintain its technological advantages within the industry.
(3) Ensuring the standardized and effective use of raised funds to achieve the expected returns of projects
In order to standardize the management of raised funds and improve the efficiency of fund utilization, the Company has formulated its "Measures for the Administration of Raised Funds" in accordance with the Company Law, the Securities Law, the "Shanghai Stock Exchange STAR Market Stock Listing Rules" and other relevant provisions, combined with its actual circumstances.
After the raised funds from this offering are received, the Company's Board of Directors will open a dedicated account for raised funds and store the raised funds exclusively in such account; the Company will enter into a tripartite supervision agreement for the raised funds account with the account-opening bank and the lead underwriter, and the lead underwriter and the account-opening bank will jointly supervise the raised funds to ensure that the raised funds are used exclusively for their designated purposes. At the same time, the Company will strictly comply with the relevant provisions of the "Measures for the Administration of Raised Funds," use the raised funds in a standardized manner when investing in the fundraising investment projects, and complete the required approval procedures.
(4) Ensuring the effectiveness of fundraising investment projects and accelerating their implementation
All fundraising investment projects in this offering are centered around the Company's principal business, and their implementation is conducive to enhancing the Company's competitiveness and profitability. After the raised funds from this offering are received, the Company will ensure the construction progress of the fundraising investment projects as planned, promote the implementation of such projects, and strive for the early realization of the expected returns of the fundraising investment projects.
In order to further standardize the Company's profit distribution policy, in accordance with the requirements of the "Notice on Further Implementing Matters Relating to Cash Dividends of Listed Companies" and "Regulatory Guidelines for Listed Companies No. 3 — Cash Dividends of Listed Companies," and in light of the Company's actual circumstances, the "Articles of Association (Draft)" applicable after listing and the "Plan for Shareholder Dividend Returns of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) Within Three Years after Listing" have been deliberated and approved by the Company's shareholders' general meeting. The Company's profit distribution policy and future profit distribution plan place emphasis on providing investors with reasonable and stable investment returns, and the Company will strictly implement the requirements thereof to
Prospectus for Initial Public Offering of Shares and Listing on the STAR Market (Registration Draft)
profit distribution. Following the completion of the initial public offering and listing, the Company will extensively solicit opinions and suggestions from independent directors, investors, and especially small and medium-sized shareholders, continuously improve the Company's profit distribution policy, and strengthen returns to investors.
The controlling shareholder and actual controller of the Company make the following commitments regarding the earnest implementation of measures to remedy the dilution of immediate returns in connection with the Company's initial public offering and listing on the STAR Market:
Under any circumstances, I will not overstep my authority to interfere in the Company's business operations, and will not encroach upon the Company's interests.
From the date of issuance of this commitment until the completion of the implementation of this offering, if the China Securities Regulatory Commission (CSRC) issues new regulatory provisions regarding measures to remedy returns and commitments thereto, and the above commitments fail to satisfy such CSRC provisions, I commit to issue supplementary commitments in accordance with the latest CSRC regulations at that time;
I commit to earnestly implement the measures to remedy returns formulated by the Company and any commitments made in connection therewith. If I violate such commitments and cause losses to the Company or investors, I am willing to bear compensation liability to the Company or investors in accordance with the law.
The directors and senior management of the Company make the following commitments regarding the earnest implementation of measures to remedy the dilution of immediate returns in connection with the Company's initial public offering and listing on the STAR Market:
(1) Commitment not to transfer interests to other entities or individuals gratuitously or under unfair conditions, and not to damage the Company's interests by other means.
(2) Commitment to exercise restraint over personal job-related consumption.
(3) Commitment not to use Company assets for investment or consumption activities unrelated to the performance of their duties.
(4) Commitment that, within the scope of their duties and authority, they will promote the linkage between the compensation system formulated by the Board of Directors or the Remuneration and Appraisal Committee and the implementation of the Company's measures to remedy returns.
(5) Commitment that, if the Company implements an equity incentive plan in the future, they will, within the scope of their own duties and authority, promote the linkage between the exercise conditions of the equity incentive plan to be announced by the Company and the implementation of the Company's measures to remedy returns.
The issuer makes the following commitments regarding dividend distribution policy matters in connection with the initial public offering and listing on the STAR Market:
The Company will comply with and implement the provisions regarding profit distribution policy set forth in the then-effective "Articles of Association of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司)" and the "Proposal on the Shareholder Return and Dividend Distribution Plan for the First Three Years Following the Listing of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司)."
If the prospectus for the Company's initial public offering and other relevant application documents contain false records, misleading statements, or material omissions that cause investors to suffer losses in securities transactions, the Company will compensate investors for their losses in accordance with the law. Within 10 trading days after the aforementioned illegal facts are determined by the CSRC, a securities exchange, or a judicial authority, the Company will initiate relevant work to compensate investors for their losses, based on the principles of simplifying procedures, active negotiation, advance compensation, and genuinely protecting the interests of investors, especially small and medium-sized investors. Investor losses shall be determined based on amounts negotiated and agreed upon with investors, or in accordance with the method or amount determined by securities regulatory authorities or judicial authorities.
If the prospectus for the Company's initial public offering and other relevant application documents contain false records, misleading statements, or material omissions that cause investors to suffer losses in securities transactions, I will compensate investors for their losses in accordance with the law. After the aforementioned illegal facts are determined by the CSRC, a securities exchange, or a judicial authority, I will initiate relevant work to compensate investors for their losses, based on the principles of simplifying procedures, active negotiation, advance compensation, and genuinely protecting the interests of investors, especially small and medium-sized investors. Investor losses shall be determined based on amounts negotiated and agreed upon with investors, or in accordance with the method or amount determined by securities regulatory authorities or judicial authorities.
If the prospectus for the Company's public offering of shares and other relevant application documents contain false records, misleading statements, or material omissions that cause investors to suffer losses in securities transactions, I will compensate investors for their losses in accordance with the law. Within 10 trading days after the securities regulatory authorities or other competent authorities determine that the Company's prospectus contains false records, misleading statements, or material omissions, the Company and I will initiate relevant work to compensate investors for their losses. Investor losses shall be determined based on amounts negotiated and agreed upon with investors, or in accordance with the method or amount determined by securities regulatory authorities or judicial authorities.
"Our company has reviewed the prospectus and confirms that it does not contain false records, misleading statements, or material omissions, and assumes corresponding legal liability for its authenticity, accuracy, and completeness. The documents prepared and issued by our company for the issuer's initial public offering do not contain false records, misleading statements, or material omissions. If investors suffer losses due to false records, misleading statements, or material omissions in the documents prepared and issued by our company for the issuer's initial public offering, our company will compensate investors for their losses in accordance with the law."
The joint lead underwriter, China International Capital Corporation Limited (中国国际金融股份有限公司), commits as follows:
"Our company has reviewed the prospectus and confirms that it does not contain false records, misleading statements, or material omissions, and assumes corresponding legal liability for its authenticity, accuracy, and completeness."
"Our company has reviewed the prospectus and confirms that it does not contain false records, misleading statements, or material omissions, and assumes corresponding legal liability for its authenticity, accuracy, and completeness."
"Our company has reviewed the prospectus and confirms that it does not contain false records, misleading statements, or material omissions, and assumes corresponding legal liability for its authenticity, accuracy, and completeness."
The issuer's legal counsel, Beijing Zhonglun Law Firm (北京市中伦律师事务所), makes the following commitments:
"The legal documents prepared and issued by our firm for this issuance and listing of the issuer do not contain false records, misleading statements, or material omissions. If the aforementioned legal documents contain false records, misleading statements, or material omissions due to our firm's fault, and investors thereby suffer direct losses, our firm will bear joint and several compensation liability with the issuer in accordance with the law.
As a professional legal services institution and practicing attorneys in the People's Republic of China, the relationship between our firm and its attorneys and the issuer is governed by the provisions of the Law of the People's Republic of China on Lawyers and the attorney engagement agreement signed between our firm and the issuer. The evidentiary review, fault determination, causation, and related procedures for the joint and several compensation liability assumed by our firm as stated in this commitment letter shall be governed by the relevant laws and judicial interpretations of the Supreme People's Court in effect on the date of issuance of this commitment letter. If investors bring a lawsuit against our firm based on this commitment letter, the compensation liability and amount of compensation shall be determined by a court with jurisdiction at the location of the defendant or at the place where the issuer's shares are listed and traded in this public offering."
7. Commitments by the Issuer's Audit Institution, Capital Verification Institution, and Capital Verification Review Institution
The audit institution, capital verification institution, and capital verification review institution, Tianjian Accounting Firm (Special General Partnership) (天健会计师事务所（特殊普通合伙）), makes the following commitments:
"If investors suffer losses due to false records, misleading statements, or material omissions in the documents prepared and issued by our firm for the initial public offering and listing on the STAR Market of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司), we will compensate investors for their losses in accordance with the law, unless we can prove that our firm was not at fault."
The asset appraisal institution, Zhongzi Asset Appraisal Co., Ltd. (中资资产评估有限公司), makes the following commitments:
"Zhongzi Asset Appraisal Co., Ltd. (中资资产评估有限公司), as the asset appraisal institution for this offering, hereby commits that the documents prepared and issued by our company for this offering do not contain false records, misleading statements, or material omissions. If investors suffer losses due to false records, misleading statements, or material omissions in the documents prepared and issued by our company for this offering, our company will compensate investors for their losses in accordance with the law."
The issuer makes the following commitments regarding restrictive measures to be taken in the event of non-fulfillment of commitments made in connection with the Company's initial public offering and listing on the STAR Market:
(1) To publicly explain the specific reasons for non-fulfillment at the general meeting of shareholders and through disclosure media designated by the CSRC, and to apologize to shareholders and the general investing public;
(2) To reduce or suspend the salaries or allowances of directors, supervisors, and senior management who bear personal responsibility for such non-fulfillment of commitments by the Company;
(3) Not to approve the voluntary resignation applications of directors, supervisors, and senior management who have failed to fulfill their commitments, but position changes may be made;
(4) If investors suffer losses, the Company will bear compensation liability to investors in accordance with the law.
(1) If the controlling shareholder or actual controller fails to fulfill commitments made in connection with the Company's initial public offering and listing on the STAR Market, the controlling shareholder or actual controller will publicly explain the specific reasons for the failure to fulfill commitments at the general meeting of shareholders and in publications designated by the China Securities Regulatory Commission, apologize to other shareholders, and propose supplementary or alternative commitments, in order to protect the rights and interests of other shareholders of the Company to the greatest extent possible.
(2) If the controlling shareholder or actual controller violates the commitment letter regarding share lock-up matters, the proceeds therefrom shall belong to the Company. If the controlling shareholder or actual controller fails to turn over the proceeds from unauthorized share reduction to the Company, the cash dividends to which the controlling shareholder or actual controller is entitled under the Company's profit distribution plans for the current year and subsequent years shall be temporarily withheld until the controlling shareholder or actual controller has fully fulfilled the commitment letter regarding share lock-up matters.
(3) If the controlling shareholder or actual controller violates the commitment letter regarding shareholding intentions and share reduction, the cash dividends to which the controlling shareholder or actual controller is entitled under the Company's profit distribution plans for the current year and subsequent years shall be temporarily withheld until the controlling shareholder or actual controller has fully fulfilled the commitment letter regarding shareholding intentions and share reduction.
The directors, supervisors, and senior management of the Company make the following commitments regarding restrictive measures to be taken in the event of non-fulfillment of commitments made in connection with the Company's initial public offering and listing on the STAR Market:
If any director, supervisor, or senior management member fails to fulfill commitments made in connection with the Company's initial public offering and listing on the STAR Market, such director, supervisor, or senior management member will publicly explain the specific reasons for the failure to fulfill commitments at the general meeting of shareholders and in publications designated by the China Securities Regulatory Commission, and apologize to other shareholders.
Directors, supervisors, and senior management members who receive remuneration from the Company shall, within 10 trading days from the date of occurrence of the aforementioned matter, cease receiving remuneration. At the same time, Company shares directly or indirectly held by such directors, supervisors, and senior management members (if any) may not be transferred, until such directors, supervisors, and senior management members have fully fulfilled the relevant commitments.
Please refer to Section 7 "Corporate Governance and Independence" of this Prospectus, under "VII. (II) Commitments Regarding the Avoidance of Competition in the Same Industry."
2. Commitments Regarding the Standardization and Reduction of Related-Party Transactions Please refer to Section 7 "Corporate Governance and Independence" of this Prospectus, under "XI. (II) Letters of Commitment Issued by the Controlling Shareholder, Actual Controller, and Shareholders Holding More Than 5% of the Shares."
3. Commitments Regarding Non-Competition The directors (excluding independent directors, the same below), supervisors (excluding external supervisors), senior management personnel, and core technical personnel of the Issuer make the following non-competition commitments:
(1) During their tenure at the Company, directors, supervisors, and senior management personnel shall not, without the written consent of the Company, invest in any other economic organization or social group that researches, develops, produces, or sells the same types of products or provides the same types of services as the Company; nor shall they hold any position in any other economic organization or social group that researches, develops, produces, or sells the same types of products or provides the same types of services as the Company, including but not limited to positions as director, supervisor, manager, employee, agent, consultant, etc.
(2) During their tenure at the Company, directors, supervisors, and senior management personnel shall comply with the relevant provisions of the Company Law of the People's Republic of China, the Listing Rules of the Shanghai Stock Exchange STAR Market, and other laws, regulations, and normative documents, as well as the relevant provisions of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) and the Company's internal governance systems regarding the qualifications of directors, supervisors, and senior management personnel.
I. Material Contracts The criteria for determining the Company's material contracts are as follows: (1) Contracts performed during the reporting period with an amount exceeding RMB 10 million yuan (万元); (2) as of December 31, 2019, contracts currently being performed that have a significant impact on the Company's future business development. The details are as follows:
| No. | Contract Name | Customer Name | Actual Performance Status | Corresponding Product Category | Contract Subject Matter | Contract Term | Contract Amount | |---|---|---|---|---|---|---|---| | 1 | Technology License Agreement | Huawei HiSilicon (华为海思) | Performed; royalty terms remain in effect | Processor IP | Cambricon-1A (寒武纪1A) / Cambricon-1H (寒武纪1H) | October 24, 2016 – December 31, 2019; royalty terms remain in effect after contract termination | RMB 19,038,000 (万元) (excluding tax); plus royalties calculated based on the shipment volume of licensed products, not exceeding the amount stipulated in the agreement | | 2 | Technology License Agreement | Huawei HiSilicon (华为海思) | Performed | Software | Cambricon-1A (寒武纪1A) | April 28, 2018 – upon completion of contract performance | RMB 20,000,000 (万元) (excluding tax) | | 3 | Technology License Agreement | Huawei HiSilicon (华为海思) | Performed | Software | Cambricon-1H (寒武纪1H) | August 25, 2018 – upon completion of contract performance | RMB 28,600,000 (万元) (excluding tax) | | 4 | Technology License Agreement | Huawei HiSilicon (华为海思) | Being performed | Processor IP and supporting software | Cambricon-1H (寒武纪1H) | August 25, 2018 – upon completion of contract performance | RMB 26,500,000 (万元) (excluding tax) | | 5 | Purchase Framework Agreement | Sugon (中科曙光) | Being performed | Accelerator cards | Accelerator cards | January 31, 2019 – January 30, 2022 | According to purchase orders | | 6 | Contract for the Data Center Artificial Intelligence Computing Platform Project for the Research and Development Pilot Building No. 2 of the Collaborative Innovation Harbor | Xi'an Fengdong Yixiang Technology Services Co., Ltd. (西安沣东仪享科技服务有限公司) | Being performed | Data center artificial intelligence computing platform | Data center artificial intelligence computing platform | August 28, 2019 – upon completion of contract performance | RMB 91,625,600 (万元) (including tax) | | 7 | Procurement Contract for the Hengqin Advanced Intelligent Computing Platform (Phase II) Procurement Project of the Commerce Bureau of the Hengqin New Area Management Committee of Zhuhai | Commerce Bureau of the Hengqin New Area Management Committee of Zhuhai (珠海市横琴新区管理委员会商务局) | Being performed | Intelligent computing platform (Phase II) | Intelligent computing platform (Phase II) | November 26, 2019 – upon completion of contract performance | RMB 443,852,800 (万元) (including tax) |
| No. | Contract Name | Supplier Name | Contract Subject Matter | Contract Term | Contract Amount | Actual Performance Status | |---|---|---|---|---|---|---| | 1 | Agency Import Agreement | Shanghai International Science and Technology Co., Ltd. (上海国际科学技术有限公司) | Agency import for tape-out | August 2017 – upon completion of contract performance | Payments to Alchip and agency fees | Performed | | | DESIGN AND TAPE OUT PRODUCTION AGREEMENT | Alchip Technologies Ltd. | Tape-out | August 27, 2017 – upon completion of contract performance | USD 5,598,100 | Performed | | 2 | Agency Import Agreement | Shanghai International Science and Technology Co., Ltd. (上海国际科学技术有限公司) | Agency import for ASIC development | April 3, 2018 – upon completion of contract performance | Payments to Avago and agency fees | Being performed | | | ASIC DEVELOPMENT AGREEMENT | Avago Technologies International Sales, Pte. Ltd | ASIC development | April 9, 2018 – upon completion of contract performance | USD 18,700,000 | Being performed | | 3 | Agency Import Agreement | Shanghai International Science and Technology Co., Ltd. (上海国际科学技术有限公司) | Agency import for EDA core licensed software | April 8, 2018 – upon completion of contract performance | Payments to ARM and agency fees | Being performed | | | Technology Licence Agreement | ARM LIMITED | EDA core licensed software | March 16, 2018 – upon completion of contract performance | USD 3,770,000 | Being performed | | 4 | "Commissioned Development Contract" and "Supplementary Agreement II to the Commissioned Development Contract" | EDGEFLARE TECHNOLOGY PTE. LTD. (边点科技有限公司) | R&D IP core | December 5, 2018 – February 20, 2020 | USD 3,000,000 | Being performed | | | Supplementary Agreement to Commissioned Development Contract | EDGEFLARE TECHNOLOGY PTE. LTD. (边点科技有限公司) | R&D IP | Three months from December 10, 2019 | USD 500,000 | Being performed | | 5 | Import Agency Agreement | Shenzhen Langhua Supply Chain Services Co., Ltd. (深圳市朗华供应链服务有限公司) | Agency import of chips and other products | October 8, 2018 – October 7, 2020 | According to specific product agency import contracts | Being performed | | | Purchase Order | Taiwan Semiconductor Manufacturing Co., Ltd. (台湾积体电路制造股份有限公司) | Photomasks, wafers, etc. | February 1, 2019 – upon completion of contract performance | USD 3,310,900 | Being performed | | 6 | Purchase Order | Taiwan Semiconductor Manufacturing Co., Ltd. (台湾积体电路制造股份有限公司) | Photomasks, wafers, etc. | September 30, 2019 – upon completion of contract performance | USD 3,268,800 | Performed | | | Entrusted Agency Import Agreement | Shenzhen Xinlikang Supply Chain Management Co., Ltd. (深圳市信利康供应链管理有限公司) | Agency import of electronic components and products | August 9, 2019 – long-term | According to purchase orders | Being performed | | 7 | Purchase Order | Taiwan Semiconductor Manufacturing Co., Ltd. (台湾积体电路制造股份有限公司) | Photomasks, wafers, etc. | August 12, 2019 – upon completion of contract performance | USD 3,139,900 | Performed | | 8 | Outsourced Processing Cooperation Agreement | Zhongke Controllable Information Industry Co., Ltd. (中科可控信息产业有限公司) | Processing and production of server products | November 1, 2019 – October 30, 2020 | According to purchase orders | Being performed | | | Outsourced Processing Order | Zhongke Controllable Information Industry Co., Ltd. (中科可控信息产业有限公司) | Servers | November 1, 2019 – upon completion of contract performance | RMB 20,520,000 (万元) | Performed | | | Outsourced Processing Order | Zhongke Controllable Information Industry Co., Ltd. (中科可控信息产业有限公司) | Servers | November 14, 2019 – upon completion of contract performance | RMB 53,580,000 (万元) | Performed | | 9 | Import Agency Agreement | Shanghai International Science and Technology Co., Ltd. (上海国际科学技术有限公司) | Agency import of products or technologies | March 20, 2019 – March 19, 2020 | According to each batch of product or technology agency import contracts | Being performed | | | Purchase Order | Cadence Design Systems (Ireland) Limited | Purchase of IP licenses, etc. | June 28, 2019 – upon completion of contract performance | USD 2,100,000 | Being performed | | 10 | Outsourced Processing Cooperation Agreement | Inspur Electronic Information Industry Co., Ltd. (浪潮电子信息产业股份有限公司) | Servers, etc. | October 8, 2019 – October 7, 2020 | According to purchase orders | Being performed | | | Outsourced Processing Order | Inspur Electronic Information Industry Co., Ltd. (浪潮电子信息产业股份有限公司) | Servers | October 15, 2019 – upon completion of contract performance | RMB 18,517,500 (万元) | Performed | | | END-USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT | Synopsys International Limited | Purchase of IP licenses | November 13, 2018 – upon completion of contract performance | According to specific contracts | Being performed |
II. External Guarantees As of the date of signing of this Prospectus, the Company has no external guarantee matters.
III. Material Litigation and Arbitration Matters As of the date of signing of this Prospectus, the Company has no litigation or arbitration matters that would have a material impact on the Company's financial condition, production and operations, operating results, reputation, business activities, or future prospects.
As of the date of signing of this Prospectus, the Company's controlling shareholder, actual controller, controlling subsidiaries, and the Company's directors, supervisors, senior management personnel, and core technical personnel have no criminal litigation, material litigation, or arbitration matters as a party that could have an impact on the Issuer.
The Company's directors, supervisors, senior management personnel, and core technical personnel have not been subject to administrative penalties, been placed under investigation by judicial authorities, or been subject to investigation initiated by the China Securities Regulatory Commission (CSRC) in the past three years.
IV. Material Illegal Acts by the Controlling Shareholder and Actual Controller During the Reporting Period The Company's controlling shareholder and actual controller have no material illegal acts during the reporting period.
I. Declaration by All Directors, Supervisors, and Senior Management Personnel of the Issuer All directors, supervisors, and senior management personnel of the Company hereby commit that this Prospectus contains no false statements, misleading representations, or material omissions, and shall assume individual and joint legal liability for its authenticity, accuracy, and completeness.
Chen Tianshi Wang Zai Ye Haoyin Liu Shaoli Liu Liqun Zhang Peiheng Wang Xiuli Lü Hongbing Chen Wenguang Kong Lingguo Song Chunyu Lian Suping Yu Sha Liao Xin
II. Declaration by the Controlling Shareholder and Actual Controller of the Issuer I hereby commit that this Prospectus contains no false statements, misleading representations, or material omissions, and shall assume individual and joint legal liability for its authenticity, accuracy, and completeness.
III. Declaration by the Sponsor (Lead Underwriter) The Company has reviewed the Prospectus and confirms that it contains no false statements, misleading representations, or material omissions, and shall assume corresponding legal liability for its authenticity, accuracy, and completeness.
Declaration by the General Manager of the Sponsoring Institution I have carefully read the entire contents of the Prospectus and confirm that the Prospectus contains no false statements, misleading representations, or material omissions, and shall assume corresponding legal liability for the authenticity, accuracy, and completeness of the Prospectus.
Declaration by the Chairman of the Sponsoring Institution I have carefully read the entire contents of the Prospectus and confirm that the Prospectus contains no false statements, misleading representations, or material omissions, and shall assume corresponding legal liability for the authenticity, accuracy, and completeness of the Prospectus.
Declaration by the Co-Lead Underwriter The Company has reviewed the Prospectus and confirms that it contains no false statements, misleading representations, or material omissions, and shall assume corresponding legal liability for its authenticity, accuracy, and completeness.
Declaration by the Co-Lead Underwriter The Company has reviewed the Prospectus and confirms that it contains no false statements, misleading representations, or material omissions, and shall assume corresponding legal liability for its authenticity, accuracy, and completeness.
Declaration by the Co-Lead Underwriter The Company has reviewed the Prospectus and confirms that it contains no false statements, misleading representations, or material omissions, and shall assume corresponding legal liability for its authenticity, accuracy, and completeness.
Our firm and the handling attorneys have read the prospectus and confirm that the prospectus contains no contradictions with the legal opinion issued by our firm. Our firm and the handling attorneys have no objections to the content of the legal opinion cited by the issuer in the prospectus, confirm that the prospectus will not contain false records, misleading statements, or material omissions due to the aforementioned content, and assume corresponding legal liability for its authenticity, accuracy, and completeness.
Our firm and the signing registered accountants have read the Prospectus for Initial Public Offering and Listing on the STAR Market of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) (hereinafter referred to as the "Prospectus"), and confirm that the Prospectus contains no contradictions with the Audit Report (Tianjian Audit [2020] No. 338), the Internal Control Attestation Report (Tianjian Audit [2020] No. 339), and the Schedule of Non-Recurring Gains and Losses attested by our firm. Our firm and the signing registered accountants have no objections to the content of the aforementioned audit report, internal control attestation report, and schedule of non-recurring gains and losses cited by Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) in the Prospectus, confirm that the Prospectus will not contain false records, misleading statements, or material omissions due to the aforementioned content, and assume corresponding legal liability for the authenticity, accuracy, and completeness of the cited content.
Our institution and the signing registered asset appraisers have read the prospectus and confirm that the prospectus contains no contradictions with the asset appraisal report issued by our institution. Our institution and the signing registered asset appraisers have no objections to the content of the asset appraisal report cited by the issuer in the prospectus, confirm that the prospectus will not contain false records, misleading statements, or material omissions due to the aforementioned content, and assume corresponding legal liability for its authenticity, accuracy, and completeness.
Our firm and the signing registered accountants have read the Prospectus for Initial Public Offering and Listing on the STAR Market of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) (hereinafter referred to as the "Prospectus"), and confirm that the Prospectus contains no contradictions with the Capital Verification Reports issued by our firm (Tianjian Verification [2019] No. 483, Tianjian Verification [2019] No. 484, Tianjian Verification [2019] No. 485, Tianjian Verification [2019] No. 486, Tianjian Verification [2019] No. 487). Our firm and the signing registered accountants have no objections to the content of the aforementioned reports cited by Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) in the Prospectus, confirm that the Prospectus will not contain false records, misleading statements, or material omissions due to the aforementioned content, and assume corresponding legal liability for the authenticity, accuracy, and completeness of the cited content.
Our firm and the signing registered accountants have read the Prospectus for Initial Public Offering and Listing on the STAR Market of Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) (hereinafter referred to as the "Prospectus"), and confirm that the Prospectus contains no contradictions with the Paid-in Capital Review Report (Tianjian Verification [2020] No. 23) issued by our firm. Our firm and the signing registered accountants have no objections to the content of the aforementioned report cited by Cambricon Technologies Corporation Limited (中科寒武纪科技股份有限公司) in the Prospectus, confirm that the Prospectus will not contain false records, misleading statements, or material omissions due to the aforementioned content, and assume corresponding legal liability for the authenticity, accuracy, and completeness of the cited content.
I. Documents Available for Inspection with Respect to This Prospectus (I) Sponsorship letter for the offering; (II) Sponsorship letter for listing; (III) Legal opinion; (IV) Financial report and audit report; (V) Articles of Association (draft); (VI) Undertakings made by the issuer and other responsible parties in connection with this offering and listing; (VII) Internal control attestation report; (VIII) Schedule of non-recurring gains and losses attested by registered accountants; (IX) Document issued by the China Securities Regulatory Commission approving registration of the issuer's public offering; (X) Other important documents relating to this offering.
| No. | Lessee | Lessor | Property Location | Area (m²) | Lease Term | Lease Purpose | Property Ownership Certificate No. | |-----|--------|--------|-------------------|-----------|------------|---------------|-------------------------------------| | 1 | Cambricon (寒武纪) | Lin Lan (林岚) | 11/F, Tower D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | 1,927.75 | July 27, 2019 – July 26, 2021 | Office | — | | 2 | Cambricon (寒武纪) | Beijing Renhe Hengji Investment Management Co., Ltd. (北京仁和恒基投资管理有限公司) | 14/F, Tower D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | 1,928.00 | August 16, 2018 – August 15, 2020 | Office | — | | 3 | Cambricon (寒武纪) | Beijing Zhongye Hekun Tianmao Engineering Technology Co., Ltd. (北京中冶和坤天冕工程技术有限公司) | 16/F, Tower D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | 1,923.33 | January 22, 2019 – January 21, 2021 | Office | — | | 4 | Cambricon (寒武纪) | Beijing Zhongye Hekun Tianmao Engineering Technology Co., Ltd. (北京中冶和坤天冕工程技术有限公司) | Property No. C-B4-04, Basement 4, Tower C, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | 52.00 | July 8, 2019 – June 30, 2020 | Warehouse | — | | 5 | Cambricon (寒武纪) | Song Liping (宋力平) | Room 1804, Building 9, Taiyue Yuan, Haidian District, Beijing | 204.65 | September 22, 2019 – September 21, 2020 | Residential | Beijing Property Rights Certificate Hai Private No. 005747 | | 6 | Cambricon (寒武纪) | Beijing Hualun Dongfang Investment Management Co., Ltd. (北京华伦东方投资管理有限公司) | Northwest portion, 12/F, Tower D, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | 650.00 | March 1, 2020 – February 28, 2022 | Office | — | | 7 | Nanjing Aixi (南京艾溪) | Nanjing Maqun Technology Development Co., Ltd. (南京马群科技发展有限公司) | Rooms 101 and 102, No. 18 Xianlin Avenue, Maqun Technology Park, Qixia District, Nanjing | 108.00 | June 1, 2015 – May 31, 2020 | Office | Nanjing Property Rights Certificate Qi Bian No. 435119 | | 8 | Suzhou Cambricon (苏州寒武纪) | Suzhou Industrial Park Technology Development Co., Ltd. (苏州工业园区科技发展有限公司) | 6A0, International Science and Technology Park, No. 1355 Jinji Lake Avenue, Suzhou Industrial Park | 36.96 | December 1, 2019 – November 30, 2020 | Office | Suzhou Property Rights Certificate Yuan Qu No. 00126116 | | 9 | Shanghai Cambricon (上海寒武纪) | Nanhui New Town Investment Promotion Center, Pudong New Area, Shanghai (上海市浦东新区南汇新城招商中心) | No. 888 Huanhu West 2nd Road, Nanhui New Town, Pudong New Area, Shanghai | — | April 11, 2016 – April 10, 2036 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 227156 | | 10 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Rooms 1104–1105 (1004–1005), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 425.62 | August 9, 2018 – September 8, 2021 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 11 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Room 1106 (1006), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 364.96 | August 16, 2018 – September 15, 2021 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 12 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Room 1801 (1501), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 364.96 | June 16, 2018 – August 15, 2021 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 13 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Room 1804 (1504), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 364.96 | November 17, 2019 – December 16, 2022 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 |
| No. | Lessee | Lessor | Property Location | Area (m²) | Lease Term | Lease Purpose | Property Ownership Certificate No. | |-----|--------|--------|-------------------|-----------|------------|---------------|-------------------------------------| | 14 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Room 1805 (1505), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 709.26 | January 1, 2018 – July 15, 2021 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 15 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Room 1806 (1506), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 290.26 | March 1, 2019 – March 31, 2022 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 16 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Room 1101 (1001), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 364.96 | November 17, 2019 – December 16, 2022 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 17 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Room 1103 (1003), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 376.63 | September 30, 2019 – October 29, 2022 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 18 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Room 1107 (1007), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 197.28 | June 1, 2019 – June 30, 2022 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 19 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Room 1109 (1009), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 280.49 | September 19, 2019 – October 29, 2022 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 20 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Rooms 2104–2106 (1804–1806), Building 1, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 1,364.48 | September 1, 2019 – October 31, 2022 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006053 | | 21 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Real Estate Co., Ltd. (上海展想置业有限公司) | Building 2, No. 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 1,640.04 | April 15, 2019 – June 14, 2022 | Office | Shanghai Pudong Real Estate Certificate (2014) No. 006061 | | 22 | Shanghai Cambricon (上海寒武纪) | Hangzhou Yourui Business Incubation Services Co., Ltd. (杭州优瑞创业服务有限公司) | 5/F, Building 1, Zhengtai Tower, No. 560 Yueming Road, Xixing Street, Binjiang District, Hangzhou | 30.00 | September 5, 2019 – September 4, 2020 | Office | Hangzhou Property Rights Certificate Gaoxin No. 15060699 | | 23 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Rooms 3404–05, Tower A, Tianxia Jinniu Plaza, Taoyuan Road, Nantou Street, Nanshan District, Shenzhen | 498.00 | March 25, 2018 – April 4, 2020 | Office | Shenzhen Real Estate Certificate No. 4000574148, Shenzhen Real Estate Certificate No. 4000574149 | | 24 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3406A, Tower A, Tianxia Jinniu Plaza, Taoyuan Road, Nantou Street, Nanshan District, Shenzhen | 178.00 | August 15, 2019 – July 31, 2021 | Office | Shenzhen Real Estate Certificate No. 4000573884 | | 25 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3406B, Tower A, Tianxia Jinniu Plaza, Taoyuan Road, Nantou Street, Nanshan District, Shenzhen | 120.00 | December 1, 2018 – November 30, 2020 | Office | Shenzhen Real Estate Certificate No. 4000573884 |
| No. | Lessee | Lessor | Property Location | Area (m²) | Lease Term | Lease Purpose | Property Ownership Certificate No. | |-----|--------|--------|-------------------|-----------|------------|---------------|-------------------------------------| | 26 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3407, Tower A, Tianxia Jinniu Plaza, Taoyuan Road, Nantou Street, Nanshan District, Shenzhen | 198.00 | November 20, 2019 – November 30, 2021 | Office | Shenzhen Real Estate Certificate No. 4000573885 | | 27 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Rooms 3408–10, Tower A, Tianxia Jinniu Plaza, Taoyuan Road, Nantou Street, Nanshan District, Shenzhen | 698.00 | July 28, 2019 – July 27, 2021 | Office | — | | 28 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3506, Tower A, Tianxia Jinniu Plaza, Taoyuan Road, Nanshan District, Shenzhen | — | — | Office | — | | 29 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3507, Tower A, Tianxia Jinniu Plaza, Taoyuan Road, Nanshan District, Shenzhen | — | — | Office | — | | 30 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Rooms 3508–10, Tower A, Tianxia Jinniu Plaza, Taoyuan Road, Nanshan District, Shenzhen | — | — | Office | — | | 31 | Anhui Cambricon (安徽寒武纪) | Ma Chenjun (马琛珺) | Room 1503, Angao Plaza, No. 99 Wangjiang West Road, Shushan District, Hefei | — | — | Office | — | | 32 | Anhui Cambricon (安徽寒武纪) | Zhang Hejun (张和俊) | Room 1504, Angao Plaza, No. 99 Wangjiang West Road, Shushan District, Hefei | — | — | Office | — |
Shenzhen Real Estate Certificate No. 4000573886, Shenzhen Real Estate Certificate No. 4000573887, Shenzhen Real Estate Certificate No. 4000573888
Shenzhen Real Estate Certificate No. 4000573897, Shenzhen Real Estate Certificate No. 4000573898, Shenzhen Real Estate Certificate No. 4000573899
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |-----|----------------|---------------------|--------------------------|-------|----------------|--------------------| | 1 | Cambricon (寒武纪) | 寒武纪 | 33394294 | 38 | June 14, 2019 – June 13, 2029 | Original Registration | | 2 | Cambricon (寒武纪) | 寒武纪 | 33393521 | 9 | November 28, 2019 – November 27, 2029 | Original Registration | | 3 | Cambricon (寒武纪) | 寒武纪 | 33389492 | 35 | June 14, 2019 – June 13, 2029 | Original Registration | | 4 | Cambricon (寒武纪) | 寒武纪 | 33384296 | 42 | June 14, 2019 – June 13, 2029 | Original Registration | | 5 | Cambricon (寒武纪) | 寒武纪 | 37418755 | 44 | November 21, 2019 – November 20, 2029 | Original Registration | | 6 | Cambricon (寒武纪) | 寒武纪 | 37411287 | 28 | November 21, 2019 – November 20, 2029 | Original Registration | | 7 | Cambricon (寒武纪) | 寒武纪 | 37409898 | 36 | November 21, 2019 – November 20, 2029 | Original Registration | | 8 | Cambricon (寒武纪) | 寒武纪 | 37408388 | 10 | November 21, 2019 – November 20, 2029 | Original Registration | | 9 | Cambricon (寒武纪) | 寒武纪 | 19424965 | 9 | May 7, 2017 – May 6, 2027 | Original Registration | | 10 | Cambricon (寒武纪) | 寒武纪 | 34452408 | 29 | October 14, 2019 – October 13, 2029 | Original Registration | | 11 | Cambricon (寒武纪) | 寒武纪 | 34451251 | 43 | July 28, 2019 – July 27, 2029 | Original Registration | | 12 | Cambricon (寒武纪) | 寒武纪 | 34451079 | 2 | July 28, 2019 – July 27, 2029 | Original Registration | | 13 | Cambricon (寒武纪) | 寒武纪 | 34450464 | 15 | July 21, 2019 – July 20, 2029 | Original Registration | | 14 | Cambricon (寒武纪) | 寒武纪 | 34450382 | 22 | August 21, 2019 – August 20, 2029 | Original Registration | | 15 | Cambricon (寒武纪) | 寒武纪 | 34450229 | 5 | October 28, 2019 – October 27, 2029 | Original Registration | | 16 | Cambricon (寒武纪) | 寒武纪 | 34450200 | 3 | October 14, 2019 – October 13, 2029 | Original Registration | | 17 | Cambricon (寒武纪) | 寒武纪 | 34448328 | 37 | July 21, 2019 – July 20, 2029 | Original Registration | | 18 | Cambricon (寒武纪) | 寒武纪 | 34444638 | 34 | July 21, 2019 – July 20, 2029 | Original Registration | | 19 | Cambricon (寒武纪) | 寒武纪 | 34442922 | 33 | August 7, 2019 – August 6, 2029 | Original Registration | | 20 | Cambricon (寒武纪) | 寒武纪 | 34442887 | 30 | October 14, 2019 – October 13, 2029 | Original Registration | | 21 | Cambricon (寒武纪) | 寒武纪 | 34442747 | 21 | July 28, 2019 – July 27, 2029 | Original Registration | | 22 | Cambricon (寒武纪) | 寒武纪 | 34442651 | 8 | July 21, 2019 – July 20, 2029 | Original Registration |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |-----|----------------|---------------------|--------------------------|-------|----------------|--------------------| | 23 | Cambricon (寒武纪) | 寒武纪 | 34440193 | 17 | July 28, 2019 – July 27, 2029 | Original Registration | | 24 | Cambricon (寒武纪) | 寒武纪 | 34438002 | 38 | July 28, 2019 – July 27, 2029 | Original Registration | | 25 | Cambricon (寒武纪) | 寒武纪 | 34436340 | 32 | July 28, 2019 – July 27, 2029 | Original Registration | | 26 | Cambricon (寒武纪) | 寒武纪 | 34435633 | 4 | August 21, 2019 – August 20, 2029 | Original Registration | | 27 | Cambricon (寒武纪) | 寒武纪 | 34435011 | 31 | August 21, 2019 – August 20, 2029 | Original Registration | | 28 | Cambricon (寒武纪) | 寒武纪 | 34434991 | 27 | July 21, 2019 – July 20, 2029 | Original Registration | | 29 | Cambricon (寒武纪) | 寒武纪 | 34434985 | 26 | August 21, 2019 – August 20, 2029 | Original Registration | | 30 | Cambricon (寒武纪) | 寒武纪 | 34434494 | 40 | July 28, 2019 – July 27, 2029 | Original Registration | | 31 | Cambricon (寒武纪) | 寒武纪 | 34434477 | 39 | August 21, 2019 – August 20, 2029 | Original Registration | | 32 | Cambricon (寒武纪) | 寒武纪 | 34432103 | 23 | August 21, 2019 – August 20, 2029 | Original Registration | | 33 | Cambricon (寒武纪) | 寒武纪 | 34431986 | 13 | August 21, 2019 – August 20, 2029 | Original Registration | | 34 | Cambricon (寒武纪) | 寒武纪 | 34428609 | 24 | July 28, 2019 – July 27, 2029 | Original Registration | | 35 | Cambricon (寒武纪) | 寒武纪 | 34428478 | 20 | July 28, 2019 – July 27, 2029 | Original Registration | | 36 | Cambricon (寒武纪) | 寒武纪 | 34428464 | 19 | August 21, 2019 – August 20, 2029 | Original Registration | | 37 | Cambricon (寒武纪) | 寒武纪 | 34428390 | 6 | August 21, 2019 – August 20, 2029 | Original Registration | | 38 | Cambricon (寒武纪) | 寒武纪 | 34428302 | 1 | July 21, 2019 – July 20, 2029 | Original Registration | | 39 | Cambricon (寒武纪) | 寒武纪 | 34423554 | 44 | July 7, 2019 – July 6, 2029 | Original Registration | | 40 | Cambricon (寒武纪) | 寒武纪 | 31444084 | 41 | May 14, 2019 – May 13, 2029 | Original Registration | | 41 | Cambricon (寒武纪) | 寒武纪 | 31444051 | 28 | May 7, 2019 – May 6, 2029 | Original Registration | | 42 | Cambricon (寒武纪) | 寒武纪 | 31444037 | 18 | May 7, 2019 – May 6, 2029 | Original Registration | | 43 | Cambricon (寒武纪) | 寒武纪 | 31444030 | 16 | May 7, 2019 – May 6, 2029 | Original Registration | | 44 | Cambricon (寒武纪) | 寒武纪 | 31441550 | 25 | April 28, 2019 – April 27, 2029 | Original Registration | | 45 | Cambricon (寒武纪) | 寒武纪 | 31436456 | 36 | May 7, 2019 – May 6, 2029 | Original Registration | | 46 | Cambricon (寒武纪) | 寒武纪 | 31431551 | 45 | April 28, 2019 – April 27, 2029 | Original Registration |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |-----|----------------|---------------------|--------------------------|-------|----------------|--------------------| | 47 | Cambricon (寒武纪) | 寒武纪 | 28154837 | 12 | November 28, 2018 – November 27, 2028 | Original Registration | | 48 | Cambricon (寒武纪) | 寒武纪 | 28149811 | 11 | November 28, 2018 – November 27, 2028 | Original Registration | | 49 | Cambricon (寒武纪) | 寒武纪 | 28142989 | 10 | November 28, 2018 – November 27, 2028 | Original Registration | | 50 | Cambricon (寒武纪) | 寒武纪 | 28139185 | 14 | November 28, 2018 – November 27, 2028 | Original Registration | | 51 | Cambricon (寒武纪) | 寒武纪 | 28139097 | 7 | November 28, 2018 – November 27, 2028 | Original Registration | | 52 | Cambricon (寒武纪) | 寒武纪 | 19430011 | 42 | May 7, 2017 – May 6, 2027 | Original Registration | | 53 | Cambricon (寒武纪) | 寒武纪 | 31086113 | 42 | July 7, 2019 – July 6, 2029 | Original Registration | | 54 | Cambricon (寒武纪) | 寒武纪 | 28808678 | 42 | December 21, 2018 – December 20, 2028 | Original Registration | | 55 | Cambricon (寒武纪) | 寒武纪 | 28802768 | 9 | December 21, 2018 – December 20, 2028 | Original Registration | | 56 | Cambricon (寒武纪) | 寒武纪 | 22119998 | 9 | January 21, 2018 – January 20, 2028 | Original Registration | | 57 | Cambricon (寒武纪) | 寒武纪 | 22119794 | 42 | January 21, 2018 – January 20, 2028 | Original Registration | | 58 | Cambricon (寒武纪) | 寒武纪 | 21091471 | 9 | October 21, 2017 – October 20, 2027 | Original Registration | | 59 | Cambricon (寒武纪) | 寒武纪 | 21091329 | 42 | October 28, 2017 – October 27, 2027 | Original Registration | | 60 | Cambricon (寒武纪) | 寒武纪 | 21091220 | 42 | October 28, 2017 – October 27, 2027 | Original Registration | | 61 | Cambricon (寒武纪) | 寒武纪 | 21091029 | 9 | October 28, 2017 – October 27, 2027 | Original Registration | | 62 | Cambricon (寒武纪) | 寒武纪 | 19425101 | 9 | May 7, 2017 – May 6, 2027 | Original Registration | | 63 | Cambricon (寒武纪) | 寒武纪 | 19429973 | 42 | May 7, 2017 – May 6, 2027 | Original Registration | | 64 | Cambricon (寒武纪) | 寒武纪 | 19426945 | 9 | July 14, 2017 – July 13, 2027 | Original Registration | | 65 | Cambricon (寒武纪) | 寒武纪 | 19431358 | 42 | May 7, 2017 – May 6, 2027 | Original Registration | | 66 | Cambricon (寒武纪) | 寒武纪 | 19426761 | 9 | July 14, 2017 – July 13, 2027 | Original Registration | | 67 | Cambricon (寒武纪) | 寒武纪 | 35011051 | 9 | November 28, 2019 – November 27, 2029 | Original Registration | | 68 | Cambricon (寒武纪) | 寒武纪 | 34996419 | 9 | August 21, 2019 – August 20, 2029 | Original Registration | | 69 | Cambricon (寒武纪) | 寒武纪 | 34993420 | 42 | August 21, 2019 – August 20, 2029 | Original Registration |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |-----|----------------|---------------------|--------------------------|-------|----------------|--------------------| | 70 | Cambricon (寒武纪) | 寒武纪 | 36363896 | 17 | — | Original Registration | | 71 | Cambricon (寒武纪) | 寒武纪 | 36363895 | 18 | — | Original Registration | | 72 | Cambricon (寒武纪) | 寒武纪 | 36363894 | 19 | — | Original Registration | | 73 | Cambricon (寒武纪) | 寒武纪 | 36363893 | 20 | — | Original Registration | | 74 | Cambricon (寒武纪) | 寒武纪 | 36363892 | 21 | — | Original Registration | | 75 | Cambricon (寒武纪) | 寒武纪 | 36363891 | 22 | — | Original Registration | | 76 | Cambricon (寒武纪) | 寒武纪 | 36363890 | 23 | — | Original Registration | | 77 | Cambricon (寒武纪) | 寒武纪 | 36363889 | 24 | — | Original Registration | | 78 | Cambricon (寒武纪) | 寒武纪 | 36363888 | 25 | — | Original Registration | | 79 | Cambricon (寒武纪) | 寒武纪 | 36363887 | 26 | — | Original Registration | | 80 | Cambricon (寒武纪) | 寒武纪 | 36363886 | 27 | — | Original Registration | | 81 | Cambricon (寒武纪) | 寒武纪 | 36363885 | 28 | — | Original Registration | | 82 | Cambricon (寒武纪) | 寒武纪 | 36363884 | 29 | — | Original Registration | | 83 | Cambricon (寒武纪) | 寒武纪 | 36363883 | 30 | — | Original Registration | | 84 | Cambricon (寒武纪) | 寒武纪 | 36363882 | 31 | — | Original Registration | | 85 | Cambricon (寒武纪) | 寒武纪 | 36363881 | 32 | — | Original Registration | | 86 | Cambricon (寒武纪) | 寒武纪 | 36363880 | 33 | — | Original Registration | | 87 | Cambricon (寒武纪) | 寒武纪 | 36363879 | 34 | — | Original Registration | | 88 | Cambricon (寒武纪) | 寒武纪 | 36363878 | 35 | — | Original Registration | | 89 | Cambricon (寒武纪) | 寒武纪 | 36363877 | 36 | — | Original Registration | | 90 | Cambricon (寒武纪) | 寒武纪 | 36363876 | 37 | — | Original Registration | | 91 | Cambricon (寒武纪) | 寒武纪 | 36363874 | 39 | — | Original Registration | | 92 | Cambricon (寒武纪) | 寒武纪 | 36363873 | 40 | — | Original Registration | | 93 | Cambricon (寒武纪) | 寒武纪 | 36363872 | 41 | — | Original Registration |
Validity Period | Acquisition Method October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 7, 2019 to October 6, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 21, 2019 to October 20, 2029 | Originally Acquired October 7, 2019 to October 6, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 7, 2019 to October 6, 2029 | Originally Acquired October 7, 2019 to October 6, 2029 | Originally Acquired October 7, 2019 to October 6, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired October 14, 2019 to October 13, 2029 | Originally Acquired
Prospectus for Initial Public Offering and Listing on the Science and Innovation Board (Registration Draft)
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |-----|----------------|---------------------|---------------------------|-------|----------------|-------------------| | 94 | Cambricon (寒武纪) | [trademark] | 36363870 | 43 | October 7, 2019 to October 6, 2029 | Originally Acquired | | 95 | Cambricon (寒武纪) | [trademark] | 36363869 | 44 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 96 | Cambricon (寒武纪) | [trademark] | 36363868 | 45 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 97 | Cambricon (寒武纪) | [trademark] | 36356681 | 2 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 98 | Cambricon (寒武纪) | [trademark] | 36356663 | 1 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 99 | Cambricon (寒武纪) | [trademark] | 36354644 | 12 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 100 | Cambricon (寒武纪) | [trademark] | 36352763 | 10 | November 21, 2019 to November 20, 2029 | Originally Acquired | | 101 | Cambricon (寒武纪) | [trademark] | 36351659 | 13 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 102 | Cambricon (寒武纪) | [trademark] | 36350439 | 14 | November 21, 2019 to November 20, 2029 | Originally Acquired | | 103 | Cambricon (寒武纪) | [trademark] | 36350180 | 4 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 104 | Cambricon (寒武纪) | [trademark] | 36349977 | 6 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 105 | Cambricon (寒武纪) | [trademark] | 36349935 | 8 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 106 | Cambricon (寒武纪) | [trademark] | 36349925 | 7 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 107 | Cambricon (寒武纪) | [trademark] | 36349649 | 3 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 108 | Cambricon (寒武纪) | [trademark] | 36345616 | 15 | October 28, 2019 to October 27, 2029 | Originally Acquired | | 109 | Cambricon (寒武纪) | [trademark] | 22119730 | 42 | January 21, 2018 to January 20, 2028 | Originally Acquired | | 110 | Cambricon (寒武纪) | [trademark] | 22119556 | 9 | January 21, 2018 to January 20, 2028 | Originally Acquired | | 111 | Cambricon (寒武纪) | [trademark] | 34442211 | 42 | July 28, 2019 to July 27, 2029 | Originally Acquired | | 112 | Cambricon (寒武纪) | [trademark] | 34450698 | 9 | July 28, 2019 to July 27, 2029 | Originally Acquired | | 113 | Cambricon (寒武纪) | [trademark] | 29359430 | 9 | January 14, 2019 to January 13, 2029 | Originally Acquired | | 114 | Cambricon (寒武纪) | [trademark] | 29353107 | 42 | January 14, 2019 to January 13, 2029 | Originally Acquired | | 115 | Cambricon (寒武纪) | [trademark] | 30957230 | 9 | April 14, 2019 to April 13, 2029 | Originally Acquired | | 116 | Cambricon (寒武纪) | [trademark] | 30937772 | 42 | April 21, 2019 to April 20, 2029 | Originally Acquired | | 117 | Cambricon (寒武纪) | [trademark] | 29359445 | 42 | January 14, 2019 to January 13, 2029 | Originally Acquired |
Prospectus for Initial Public Offering and Listing on the Science and Innovation Board (Registration Draft)
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |-----|----------------|---------------------|---------------------------|-------|----------------|-------------------| | 118 | Cambricon (寒武纪) | [trademark] | 29349408 | 9 | January 7, 2019 to January 6, 2029 | Originally Acquired | | 119 | Cambricon (寒武纪) | [trademark] | 36485751 | 42 | October 21, 2019 to October 20, 2029 | Originally Acquired | | 120 | Cambricon (寒武纪) | [trademark] | 36485656 | 35 | October 21, 2019 to October 20, 2029 | Originally Acquired | | 121 | Cambricon (寒武纪) | [trademark] | 36474614 | 38 | November 7, 2019 to November 6, 2029 | Originally Acquired | | 122 | Cambricon (寒武纪) | [trademark] | 36490038 | 35 | November 7, 2019 to November 6, 2029 | Originally Acquired | | 123 | Cambricon (寒武纪) | [trademark] | 36485756 | 42 | November 7, 2019 to November 6, 2029 | Originally Acquired | | 124 | Cambricon (寒武纪) | [trademark] | 36470145 | 38 | October 21, 2019 to October 20, 2029 | Originally Acquired | | 125 | Cambricon (寒武纪) | [trademark] | 36490840 | 42 | October 21, 2019 to October 20, 2029 | Originally Acquired | | 126 | Cambricon (寒武纪) | [trademark] | 36479973 | 38 | October 21, 2019 to October 20, 2029 | Originally Acquired | | 127 | Cambricon (寒武纪) | [trademark] | 30952538 | 42 | April 21, 2019 to April 20, 2029 | Originally Acquired | | 128 | Cambricon (寒武纪) | [trademark] | 30946256 | 9 | April 21, 2019 to April 20, 2029 | Originally Acquired | | 129 | Cambricon (寒武纪) | [trademark] | 34450731 | 42 | July 28, 2019 to July 27, 2029 | Originally Acquired | | 130 | Cambricon (寒武纪) | [trademark] | 34447377 | 35 | July 28, 2019 to July 27, 2029 | Originally Acquired | | 131 | Cambricon (寒武纪) | [trademark] | 34442177 | 9 | July 21, 2019 to July 20, 2029 | Originally Acquired | | 132 | Cambricon (寒武纪) | [trademark] | 34429411 | 42 | July 28, 2019 to July 27, 2029 | Originally Acquired | | 133 | Cambricon (寒武纪) | [trademark] | 34431675 | 42 | July 21, 2019 to July 20, 2029 | Originally Acquired | | 134 | Cambricon (寒武纪) | [trademark] | 32285027 | 9 | April 7, 2019 to April 6, 2029 | Originally Acquired | | 135 | Cambricon (寒武纪) | [trademark] | 32268225 | 42 | April 7, 2019 to April 6, 2029 | Originally Acquired | | 136 | Cambricon (寒武纪) | [trademark] | 27372070 | 42 | October 21, 2018 to October 20, 2028 | Originally Acquired | | 137 | Cambricon (寒武纪) | [trademark] | 27355737 | 9 | January 7, 2019 to January 6, 2029 | Originally Acquired | | 138 | Cambricon (寒武纪) | [trademark] | 36363634 | 17 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 139 | Cambricon (寒武纪) | [trademark] | 36363632 | 19 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 140 | Cambricon (寒武纪) | [trademark] | 36363631 | 20 | October 14, 2019 to October 13, 2029 | Originally Acquired |
Prospectus for Initial Public Offering and Listing on the Science and Innovation Board (Registration Draft)
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |-----|----------------|---------------------|---------------------------|-------|----------------|-------------------| | 141 | Cambricon (寒武纪) | [trademark] | 36363629 | 22 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 142 | Cambricon (寒武纪) | [trademark] | 36363628 | 23 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 143 | Cambricon (寒武纪) | [trademark] | 36363627 | 24 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 144 | Cambricon (寒武纪) | [trademark] | 36363626 | 25 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 145 | Cambricon (寒武纪) | [trademark] | 36351830 | 10 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 146 | Cambricon (寒武纪) | [trademark] | 36350436 | 14 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 147 | Cambricon (寒武纪) | [trademark] | 36350011 | 8 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 148 | Cambricon (寒武纪) | [trademark] | 36349999 | 7 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 149 | Cambricon (寒武纪) | [trademark] | 36349657 | 4 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 150 | Cambricon (寒武纪) | [trademark] | 36348434 | 13 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 151 | Cambricon (寒武纪) | [trademark] | 36347020 | 12 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 152 | Cambricon (寒武纪) | [trademark] | 36346821 | 6 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 153 | Cambricon (寒武纪) | [trademark] | 36345612 | 15 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 154 | Cambricon (寒武纪) | [trademark] | 36363915 | 27 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 155 | Cambricon (寒武纪) | [trademark] | 36363914 | 28 | October 7, 2019 to October 6, 2029 | Originally Acquired | | 156 | Cambricon (寒武纪) | [trademark] | 36363908 | 34 | October 7, 2019 to October 6, 2029 | Originally Acquired | | 157 | Cambricon (寒武纪) | [trademark] | 36363905 | 37 | October 7, 2019 to October 6, 2029 | Originally Acquired | | 158 | Cambricon (寒武纪) | [trademark] | 36363903 | 39 | October 14, 2019 to October 13, 2029 | Originally Acquired | | 159 | Cambricon (寒武纪) | [trademark] | 36363902 | 40 | October 7, 2019 to October 6, 2029 | Originally Acquired | | 160 | Cambricon (寒武纪) | [trademark] | 36363664 | 38 | October 7, 2019 to October 6, 2029 | Originally Acquired | | 161 | Cambricon (寒武纪) | [trademark] | 36348515 | 9 | October 28, 2019 to October 27, 2029 | Originally Acquired | | 162 | Cambricon (寒武纪) | [trademark] | 36363662 | 18 | October 7, 2019 to October 6, 2029 | Originally Acquired | | 163 | Cambricon (寒武纪) | [trademark] | 36363661 | 19 | October 7, 2019 to October 6, 2029 | Originally Acquired |
Prospectus for Initial Public Offering and Listing on the Science and Innovation Board (Registration Draft)
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |-----|----------------|---------------------|---------------------------|-------|----------------|-------------------| | 164 | Cambricon (寒武纪) | [trademark] | 36363660 | 20 | | Originally Acquired | | 165 | Cambricon (寒武纪) | [trademark] | 36363659 | 21 | | Originally Acquired | | 166 | Cambricon (寒武纪) | [trademark] | 36363658 | 22 | | Originally Acquired | | 167 | Cambricon (寒武纪) | [trademark] | 36363657 | 23 | | Originally Acquired | | 168 | Cambricon (寒武纪) | [trademark] | 36363656 | 24 | | Originally Acquired | | 169 | Cambricon (寒武纪) | [trademark] | 36363654 | 26 | | Originally Acquired | | 170 | Cambricon (寒武纪) | [trademark] | 36363653 | 27 | | Originally Acquired | | 171 | Cambricon (寒武纪) | [trademark] | | | | Originally Acquired |
| Seq. No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |---|---|---|---|---|---|---| | 164 | Cambricon (寒武纪) | 寒武纪 | 36363652 | 28 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 165 | Cambricon (寒武纪) | 寒武纪 | 36363651 | 29 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 166 | Cambricon (寒武纪) | 寒武纪 | 36363649 | 31 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 167 | Cambricon (寒武纪) | 寒武纪 | 36363647 | 33 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 168 | Cambricon (寒武纪) | 寒武纪 | 36363646 | 34 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 169 | Cambricon (寒武纪) | 寒武纪 | 36363644 | 36 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 170 | Cambricon (寒武纪) | 寒武纪 | 36363642 | 38 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 171 | Cambricon (寒武纪) | 寒武纪 | 36363641 | 39 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 172 | Cambricon (寒武纪) | 寒武纪 | 36363640 | 40 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 173 | Cambricon (寒武纪) | 寒武纪 | 36363639 | 41 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 174 | Cambricon (寒武纪) | 寒武纪 | 36363637 | 43 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 175 | Cambricon (寒武纪) | 寒武纪 | 36363636 | 44 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 176 | Cambricon (寒武纪) | 寒武纪 | 36363635 | 45 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 177 | Cambricon (寒武纪) | 寒武纪 | 36356971 | 13 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 178 | Cambricon (寒武纪) | 寒武纪 | 36356675 | 2 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 179 | Cambricon (寒武纪) | 寒武纪 | 36355798 | 10 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 180 | Cambricon (寒武纪) | 寒武纪 | 36355755 | 9 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 181 | Cambricon (寒武纪) | 寒武纪 | 36354720 | 15 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 182 | Cambricon (寒武纪) | 寒武纪 | 36354634 | 12 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 183 | Cambricon (寒武纪) | 寒武纪 | 36353060 | 1 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 184 | Cambricon (寒武纪) | 寒武纪 | 36351583 | 4 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 185 | Cambricon (寒武纪) | 寒武纪 | 36350428 | 14 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 186 | Cambricon (寒武纪) | 寒武纪 | 36348904 | 16 | October 14, 2019 to October 13, 2029 | Original Acquisition | | 187 | Cambricon (寒武纪) | 寒武纪 | 36348050 | 3 | October 14, 2019 to October 13, 2029 | Original Acquisition |
| Seq. No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |---|---|---|---|---|---|---| | 188 | Cambricon (寒武纪) | 寒武纪 | 36345877 | 17 | November 14, 2019 to November 13, 2029 | Original Acquisition | | 189 | Cambricon (寒武纪) | 寒武纪 | 36345368 | 8 | November 21, 2019 to November 20, 2029 | Original Acquisition | | 190 | Cambricon (寒武纪) | 寒武纪 | 28151545 | 42 | November 28, 2018 to November 27, 2028 | Original Acquisition | | 191 | Cambricon (寒武纪) | 寒武纪 | 28145618 | 9 | November 28, 2018 to November 27, 2028 | Original Acquisition | | 192 | Cambricon (寒武纪) | 寒武纪 | 19425893 | 9 | May 7, 2017 to May 6, 2027 | Original Acquisition | | 193 | Cambricon (寒武纪) | 寒武纪 | 34424871 | 34 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 194 | Cambricon (寒武纪) | 寒武纪 | 34424804 | 25 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 195 | Cambricon (寒武纪) | 寒武纪 | 34422993 | 16 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 196 | Cambricon (寒武纪) | 寒武纪 | 34419988 | 37 | September 28, 2019 to September 27, 2029 | Original Acquisition | | 197 | Cambricon (寒武纪) | 寒武纪 | 34419892 | 20 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 198 | Cambricon (寒武纪) | 寒武纪 | 34418657 | 35 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 199 | Cambricon (寒武纪) | 寒武纪 | 34418620 | 30 | September 28, 2019 to September 27, 2029 | Original Acquisition | | 200 | Cambricon (寒武纪) | 寒武纪 | 34418134 | 5 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 201 | Cambricon (寒武纪) | 寒武纪 | 34418118 | 4 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 202 | Cambricon (寒武纪) | 寒武纪 | 34414778 | 19 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 203 | Cambricon (寒武纪) | 寒武纪 | 34414296 | 45 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 204 | Cambricon (寒武纪) | 寒武纪 | 34413684 | 31 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 205 | Cambricon (寒武纪) | 寒武纪 | 34413613 | 24 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 206 | Cambricon (寒武纪) | 寒武纪 | 34412677 | 6 | September 28, 2019 to September 27, 2029 | Original Acquisition | | 207 | Cambricon (寒武纪) | 寒武纪 | 34410586 | 26 | September 28, 2019 to September 27, 2029 | Original Acquisition | | 208 | Cambricon (寒武纪) | 寒武纪 | 34409551 | 43 | October 21, 2019 to October 20, 2029 | Original Acquisition | | 209 | Cambricon (寒武纪) | 寒武纪 | 34409528 | 42 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 210 | Cambricon (寒武纪) | 寒武纪 | 34409502 | 41 | September 28, 2019 to September 27, 2029 | Original Acquisition | | 211 | Cambricon (寒武纪) | 寒武纪 | 34407287 | 29 | September 28, 2019 to September 27, 2029 | Original Acquisition |
| Seq. No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |---|---|---|---|---|---|---| | 212 | Cambricon (寒武纪) | 寒武纪 | 34407148 | 17 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 213 | Cambricon (寒武纪) | 寒武纪 | 34405913 | 21 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 214 | Cambricon (寒武纪) | 寒武纪 | 34405538 | 13 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 215 | Cambricon (寒武纪) | 寒武纪 | 34405288 | 39 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 216 | Cambricon (寒武纪) | 寒武纪 | 34403913 | 22 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 217 | Cambricon (寒武纪) | 寒武纪 | 34403870 | 8 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 218 | Cambricon (寒武纪) | 寒武纪 | 34403826 | 1 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 219 | Cambricon (寒武纪) | 寒武纪 | 34402860 | 44 | July 7, 2019 to July 6, 2029 | Original Acquisition | | 220 | Cambricon (寒武纪) | 寒武纪 | 28150136 | 7 | April 21, 2019 to April 20, 2029 | Original Acquisition | | 221 | Cambricon (寒武纪) | 寒武纪 | 19428731 | 9 | July 14, 2017 to July 13, 2027 | Original Acquisition | | 222 | Cambricon (寒武纪) | 寒武纪 | 28152807A | 9 | February 14, 2019 to February 13, 2029 | Original Acquisition | | 223 | Cambricon (寒武纪) | 寒武纪 | 31084718 | 42 | July 21, 2019 to July 20, 2029 | Original Acquisition | | 224 | Cambricon (寒武纪) | 寒武纪 | 31067044 | 9 | July 21, 2019 to July 20, 2029 | Original Acquisition | | 225 | Cambricon (寒武纪) | 寒武纪 | 19426625 | 9 | May 7, 2017 to May 6, 2027 | Original Acquisition | | 226 | Cambricon (寒武纪) | 寒武纪 | 19426470 | 9 | May 7, 2017 to May 6, 2027 | Original Acquisition | | 227 | Cambricon (寒武纪) | 寒武纪 | 19426359 | 9 | May 7, 2017 to May 6, 2027 | Original Acquisition | | 228 | Cambricon (寒武纪) | 寒武纪 | 34449918 | 35 | August 21, 2019 to August 20, 2029 | Original Acquisition | | 229 | Cambricon (寒武纪) | 寒武纪 | 34443279 | 7 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 230 | Cambricon (寒武纪) | 寒武纪 | 30475470 | 9 | October 7, 2019 to October 6, 2029 | Original Acquisition | | 231 | Cambricon (寒武纪) | 寒武纪 | 38035389 | 9 | December 28, 2019 to December 27, 2029 | Original Acquisition | | 232 | Cambricon (寒武纪) | 寒武纪 | 36363911 | 31 | January 14, 2020 to January 13, 2030 | Original Acquisition | | 233 | Cambricon (寒武纪) | 寒武纪 | 36363907 | 35 | January 14, 2020 to January 13, 2030 | Original Acquisition | | 234 | Cambricon (寒武纪) | 寒武纪 | 36363901 | 41 | January 14, 2020 to January 13, 2030 | Original Acquisition | | 235 | Cambricon (寒武纪) | 寒武纪 | 36363900 | 42 | December 28, 2019 to December 27, 2029 | Original Acquisition |
| Seq. No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |---|---|---|---|---|---|---| | 236 | Cambricon (寒武纪) | 寒武纪 | 36363899 | 43 | December 28, 2019 to December 27, 2029 | Original Acquisition | | 237 | Cambricon (寒武纪) | 寒武纪 | 36363898 | 44 | January 14, 2020 to January 13, 2030 | Original Acquisition | | 238 | Cambricon (寒武纪) | 寒武纪 | 36363897 | 45 | January 14, 2020 to January 13, 2030 | Original Acquisition | | 239 | Cambricon (寒武纪) | 寒武纪 | 36363896 | 42 | January 14, 2020 to January 13, 2030 | Original Acquisition | | 240 | Cambricon (寒武纪) | 寒武纪 | 36363655 | 25 | January 14, 2020 to January 13, 2030 | Original Acquisition | | 241 | Cambricon (寒武纪) | 寒武纪 | 36363650 | 30 | December 28, 2019 to December 27, 2029 | Original Acquisition | | 242 | Cambricon (寒武纪) | 寒武纪 | 36363648 | 32 | December 28, 2019 to December 27, 2029 | Original Acquisition | | 243 | Cambricon (寒武纪) | 寒武纪 | 36363645 | 35 | December 28, 2019 to December 27, 2029 | Original Acquisition | | 244 | Cambricon (寒武纪) | 寒武纪 | 36363638 | 42 | January 14, 2020 to January 13, 2030 | Original Acquisition | | 245 | Cambricon (寒武纪) | 寒武纪 | 36363630 | 21 | December 28, 2019 to December 27, 2029 | Original Acquisition | | 246 | Cambricon (寒武纪) | 寒武纪 | 36363625 | 26 | January 14, 2020 to January 13, 2030 | Original Acquisition | | 247 | Cambricon (寒武纪) | 寒武纪 | 34993410 | 42 | November 14, 2019 to November 13, 2029 | Original Acquisition | | 248 | Cambricon (寒武纪) | 寒武纪 | 34414160 | 40 | November 14, 2019 to November 13, 2029 | Original Acquisition | | 249 | Cambricon (寒武纪) | 寒武纪 | 37415070 | 7 | November 28, 2019 to November 27, 2029 | Original Acquisition |
| Seq. No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |---|---|---|---|---|---|---| | 258 | Cambricon (寒武纪) | 寒武纪 | 37411765 | 9 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 259 | Cambricon (寒武纪) | 寒武纪 | 37416614 | 11 | December 7, 2019 to December 6, 2029 | Original Acquisition | | 260 | Cambricon (寒武纪) | 寒武纪 | 37404164 | 12 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 261 | Cambricon (寒武纪) | 寒武纪 | 37407835 | 16 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 262 | Cambricon (寒武纪) | 寒武纪 | 37421705 | 17 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 263 | Cambricon (寒武纪) | 寒武纪 | 37421787 | 37 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 264 | Cambricon (寒武纪) | 寒武纪 | 37408163 | 38 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 265 | Cambricon (寒武纪) | 寒武纪 | 37428187 | 41 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 266 | Cambricon (寒武纪) | 寒武纪 | 37406673 | 42 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 267 | Cambricon (寒武纪) | 寒武纪 | 37417620 | 45 | November 28, 2019 to November 27, 2029 | Original Acquisition | | 268 | Cambricon (寒武纪) | 寒武纪 | 36470181 | 41 | January 28, 2020 to January 27, 2030 | Original Acquisition | | 269 | Cambricon (寒武纪) | 寒武纪 | 37994414 | 9 | January 28, 2020 to January 27, 2030 | Original Acquisition | | 270 | Cambricon (寒武纪) | 寒武纪 | 36352786 | 2 | February 7, 2020 to February 6, 2030 | Original Acquisition | | 271 | Cambricon (寒武纪) | 寒武纪 | 36345422 | 9 | February 7, 2020 to February 6, 2030 | Original Acquisition | | 272 | Cambricon (寒武纪) | 寒武纪 | 36350262 | 11 | February 7, 2020 to February 6, 2030 | Original Acquisition | | 273 | Cambricon (寒武纪) | 寒武纪 | 36351890 | 16 | February 7, 2020 to February 6, 2030 | Original Acquisition | | 274 | Cambricon (寒武纪) | 寒武纪 | 36351699 | 5 | February 7, 2020 to February 6, 2030 | Original Acquisition | | 275 | Cambricon (寒武纪) | 寒武纪 | 36355694 | 6 | February 7, 2020 to February 6, 2030 | Original Acquisition | | 276 | Cambricon (寒武纪) | 寒武纪 | 36346842 | 7 | February 7, 2020 to February 6, 2030 | Original Acquisition | | 277 | Cambricon (寒武纪) | 寒武纪 | 37985810 | 9 | January 28, 2020 to January 27, 2030 | Original Acquisition | | 278 | Cambricon (寒武纪) | 寒武纪 | 36351851 | 11 | February 7, 2020 to February 6, 2030 | Original Acquisition | | 279 | Cambricon (寒武纪) | 寒武纪 | 37990665 | 9 | February 7, 2020 to February 6, 2030 | Original Acquisition | | 280 | Cambricon (寒武纪) | 寒武纪 | 37978631 | 9 | January 28, 2020 to January 27, 2030 | Original Acquisition |
| Seq. No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Validity Period | Acquisition Method | |---|---|---|---|---|---|---| | 281 | Cambricon (寒武纪) (EU Trademark) | 寒武纪 | 018042846 | 9, 42 | March 29, 2019 to March 29, 2029 | Original Acquisition | | 282 | Cambricon (寒武纪) (EU Trademark) | 寒武纪 | 015829187 | 9, 42 | September 15, 2016 to September 15, 2026 | Original Acquisition | | 283 | Cambricon (寒武纪) (Japan Trademark) | 寒武纪 | 5906410 | 9, 42 | December 16, 2016 to December 16, 2026 | Original Acquisition | | 284 | Cambricon (寒武纪) (Korea Trademark) | 寒武纪 | 40-1284953 | 9, 42 | September 12, 2017 to September 12, 2027 | Original Acquisition | | 285 | Cambricon (寒武纪) (EU Trademark) | 寒武纪 | 017935027 | 9, 42 | July 26, 2018 to July 26, 2028 | Original Acquisition | | 286 | Cambricon (寒武纪) (EU Trademark) | 寒武纪 | 018047636 | 9, 42 | April 4, 2019 to April 4, 2029 | Original Acquisition | | 287 | Cambricon (寒武纪) (EU Trademark) | 寒武纪 | 018047654 | 9, 42 | April 4, 2019 to April 4, 2029 | Original Acquisition | | 288 | Cambricon (寒武纪) (EU Trademark) | 寒武纪 | 018047657 | 9, 42 | April 4, 2019 to April 4, 2029 | Original Acquisition | | 289 | Cambricon (寒武纪) (Korea Trademark) | 寒武纪 | 40-1504659 | 9, 42 | July 30, 2019 to July 30, 2029 | Original Acquisition | | 290 | Cambricon (寒武纪) (EU Trademark) | 寒武纪 | 017930138 | 7, 9, 10, 11, 12, 14, 42 | July 12, 2018 to July 12, 2028 | Original Acquisition | | 291 | Cambricon (寒武纪) (Korea Trademark) | 寒武纪 | 40-1253411 | 9, 42 | May 17, 2017 to May 17, 2027 | Original Acquisition | | 292 | Cambricon (寒武纪) (Japan Trademark) | 寒武纪 | 5928839 | 9, 42 | March 3, 2017 to March 3, 2027 | Original Acquisition | | 293 | Cambricon (寒武纪) (Japan Trademark) | 寒武纪 | 6129035 | 9, 42 | March 8, 2019 to March 8, 2029 | Original Acquisition | | 294 | Cambricon (寒武纪) (EU Trademark) | 寒武纪 | 015319544 | 9, 42 | April 8, 2016 to April 8, 2026 | Original Acquisition | | 295 | Cambricon (寒武纪) (EU Trademark) | 寒武纪 | 018113582 | 9, 42 | August 23, 2019 to August [date], 2029 | Original Acquisition |
| Seq. No. | Patent Holder | Patent Name | Patent No. | Patent Type | Patent Application Date | Acquisition Method | |---|---|---|---|---|---|---| | 1 | Cambricon (寒武纪) | A Computing Device and Method for Artificial Neural Networks with Sparse Connections | ZL201610039162.5 | Invention Patent | January 20, 2016 | Acquired by Succession | | 2 | Cambricon (寒武纪) | Data Reader, Writer and Read/Write Scheduler and Reservation Station for Vector Operations | ZL201810455211.2 | Invention Patent | January 20, 2016 | Original Acquisition | | 3 | Cambricon (寒武纪) | Device and Method for Performing Forward Operations of Artificial Neural Networks | ZL201910126275.2 | Invention Patent | January 20, 2016 | Original Acquisition | | 4 | Cambricon (寒武纪) | Sub-Matrix Operation Device and Method | ZL201810236769.1 | Invention Patent | April 22, 2016 | Original Acquisition | | 5 | Cambricon (寒武纪) | A Device and Method for Performing Neural Network Operations | ZL201610635286.X | Invention Patent | August 5, 2016 | Original Acquisition | | 6 | Cambricon (寒武纪) | A Device and Method for Performing Artificial Neural Network Operations | ZL201610865933.6 | Invention Patent | September 29, 2016 | Original Acquisition | | 7 | Cambricon (寒武纪) | Neural Network Operation Device and Method | ZL201610868238.5 | Invention Patent | September 29, 2016 | Original Acquisition | | 8 | Cambricon (寒武纪) | Convolution and Downsampling Operation Unit, Neural Network Operation Unit and Field Programmable Gate Array Integrated Circuit | ZL201711480782.3 | Invention Patent | December 29, 2017 | Original Acquisition | | 9 | Cambricon (寒武纪) | Neural Network Processing Method, Computer System and Storage Medium | ZL201711483733.5 | Invention Patent | December 29, 2017 | Original Acquisition | | 10 | Cambricon (寒武纪) | Stimulus Generation Device, Chip Verification Device and System | ZL201711484726.7 | Invention Patent | December 29, 2017 | Original Acquisition | | 11 | Cambricon (寒武纪) | Verification Stimulus Generation Method, Device, Chip Verification Method and System | ZL201711489330.1 | Invention Patent | December 29, 2017 | Original Acquisition | | 12 | Cambricon (寒武纪) | Data Acceleration Processing System | ZL201820640389.X | Utility Model | April 28, 2018 | Original Acquisition | | 13 | Cambricon (寒武纪) | Turbofan | ZL201820640441.1 | Utility Model | April 28, 2018 | Original Acquisition | | 14 | Cambricon (寒武纪) | Heat Dissipation Device | ZL201820640600.8 | Utility Model | April 28, 2018 | Original Acquisition | | 15 | Cambricon (寒武纪) | Board Card | ZL201830188131.6 | Design Patent | April 28, 2018 | Original Acquisition | | 16 | Cambricon (寒武纪) | Board Card | ZL201830188132.0 | Design Patent | April 28, 2018 | Original Acquisition | | 17 | Cambricon (寒武纪) | Board Card | ZL201830188913.X | Design Patent | April 28, 2018 | Original Acquisition | | 18 | Cambricon (寒武纪) | Processor and Training Method for Convolutional Neural Networks | ZL201810504948.9 | Invention Patent | May 18, 2018 | Original Acquisition | | 19 | Cambricon (寒武纪) | Board Card | ZL201830456797.5 | Design Patent | August 17, 2018 | Original Acquisition | | 20 | Cambricon (寒武纪) | Board Card | ZL201830456798.X | Design Patent | August 17, 2018 | Original Acquisition | | 21 | Cambricon (寒武纪) | Board Card | ZL201830456827.2 | Design Patent | August 17, 2018 | Original Acquisition |
| Seq. No. | Patent Holder | Patent Name | Patent No. | Patent Type | Patent Application Date | Acquisition Method | |---|---|---|---|---|---|---| | 22 | Cambricon (寒武纪) | Method for Obtaining Executable Files, Method for Running Heterogeneous Computing Systems and Related Products | ZL201811535069.9 | Invention Patent | December 14, 2018 | Original Acquisition | | 23 | Cambricon (寒武纪) | Memory Access Method and Related Products | ZL201811535161.5 | Invention Patent | December 14, 2018 | Original Acquisition | | 24 | Cambricon (寒武纪) | Computer Equipment, Data Processing Method and Storage Medium | ZL201811568921.2 | Invention Patent | December 21, 2018 | Original Acquisition | | 25 | Cambricon (寒武纪) | Multiplier, Device, Neural Network Chip and Electronic Equipment | ZL201811569176.3 | Invention Patent | December 21, 2018 | Original Acquisition | | 26 | Cambricon (寒武纪) | Multiplier, Device, Chip and Electronic Equipment | ZL201811634962.7 | Invention Patent | December 29, 2018 | Original Acquisition | | 27 | Cambricon (寒武纪) | Data Processing Method, Device, Computer System and Storage Medium | ZL201811635181.X | Invention Patent | December 29, 2018 | Original Acquisition | | 28 | Cambricon (寒武纪) | Data Processing Method, Device, Computer System and Storage Medium | ZL201811639458.6 | Invention Patent | December 29, 2018 | Original Acquisition | | 29 | Cambricon (寒武纪) | Operation Method, Device and Related Products | ZL201811639690.X | Invention Patent | December 29, 2018 | Original Acquisition | | 30 | Cambricon (寒武纪) | Board Card | ZL201930048061.9 | Design Patent | January 28, 2019 | Original Acquisition | | 31 | Cambricon (寒武纪) | Data Processing Method, Device and Related Products | ZL201910120595.7 | Invention Patent | February 18, 2019 | Original Acquisition | | 32 | Cambricon (寒武纪) | Board Card | ZL201930104525.3 | Design Patent | March 14, 2019 | Original Acquisition | | 33 | Cambricon (寒武纪) | Printed Circuit Board and Board Card | ZL201920574915.1 | Utility Model | April 25, 2019 | Original Acquisition | | 34 | Cambricon (寒武纪) | Board Card | ZL201930304185.9 | Design Patent | June 13, 2019 | Original Acquisition | | 35 | Cambricon (寒武纪) | Board Card | ZL201930321224.6 | Design Patent | June 20, 2019 | Original Acquisition | | 36 | Shanghai Cambricon (上海寒武纪) | Operation Method, Device and Related Products | ZL201810084077.X | Invention Patent | January 29, 2018 | Original Acquisition | | 37 | Shanghai Cambricon (上海寒武纪) | Multiplier | ZL201921433488.1 | Utility Model | August 30, 2019 | Original Acquisition | | 38 | Shanghai Cambricon (上海寒武纪) | Multiplier | ZL201921433489.6 | Utility Model | August 30, 2019 | Original Acquisition | | 39 | Shanghai Cambricon (上海寒武纪) | Multiplier | ZL201921433507.0 | Utility Model | August 30, 2019 | Original Acquisition | | 40 | Shanghai Cambricon (上海寒武纪) | Multiplier, Device, Neural Network Chip and Electronic Equipment | ZL201921433511.7 | Utility Model | August 30, 2019 | Original Acquisition | | 41 | Shanghai Cambricon (上海寒武纪) | Multiplier | ZL201921433513.6 | Utility Model | August 30, 2019 | Original Acquisition | | 42 | Shanghai Cambricon (上海寒武纪) | Multiplier | ZL201921433536.7 | Utility Model | August 30, 2019 | Original Acquisition | | 43 | Shanghai Cambricon (上海寒武纪) | Multiplier, Machine Learning Operation Device and Combined Processing Device | ZL201921434164.X | Utility Model | August 30, 2019 | Original Acquisition | | 44 | Shanghai Cambricon (上海寒武纪) | Multiplier, Device, Chip and Electronic Equipment | ZL201921434165.4 | Utility Model | August 30, 2019 | Original Acquisition |
Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition Original Acquisition
| No. | Patent Holder | Patent Name | Patent No. | Patent Type | Date of Patent Application | Acquisition Method | |-----|--------------|-------------|------------|-------------|--------------------------|-------------------| | 45 | Shanghai Cambricon (上海寒武纪) | Multiplier, Machine Learning Computing Device and Combined Processing Device | ZL201921434168.8 | Utility Model | August 30, 2019 | Original Acquisition | | 46 | Shanghai Cambricon (上海寒武纪) | Multiplier | ZL201921434182.8 | Utility Model | August 30, 2019 | Original Acquisition | | 47 | Shanghai Cambricon (上海寒武纪) | Data Processor, Method, Chip and Electronic Device | ZL201910902610.3 | Invention Patent | September 24, 2019 | Original Acquisition | | 48 | Shanghai Cambricon (上海寒武纪) | Data Processor | ZL201921589685.2 | Utility Model | September 24, 2019 | Original Acquisition | | 49 | Shanghai Cambricon (上海寒武纪) | Data Processor | ZL201921589734.2 | Utility Model | September 24, 2019 | Original Acquisition | | 50 | Shanghai Cambricon (上海寒武纪) | Data Processor | ZL201921590150.7 | Utility Model | September 24, 2019 | Original Acquisition | | 51 | Cambricon (寒武纪) | TECHNIQUES FOR FLOATING-POINT NUMBER CONVERSION | US10574260B2 | U.S. Invention Patent | May 9, 2018 | Original Acquisition | | 52 | Cambricon (寒武纪) | DATA READ-WRITE SCHEDULER AND RESERVATION STATION FOR VECTOR OPERATIONS | US10223115B2 | U.S. Invention Patent | July 19, 2018 | Original Acquisition | | 53 | Cambricon (寒武纪) | APPARATUS AND METHOD FOR PERFORMING A FORWARD OPERATION OF ARTIFICIAL NEURAL NETWORKS | US10410112B2 | U.S. Invention Patent | July 19, 2018 | Original Acquisition | | 54 | Cambricon (寒武纪) | APPARATUS AND METHOD FOR COMPRESSION CODING FOR ARTIFICIAL NEURAL NETWORK | US10402725B2 | U.S. Invention Patent | July 20, 2018 | Original Acquisition | | 55 | Cambricon (寒武纪) | DATA READ-WRITE SCHEDULER AND RESERVATION STATION FOR VECTOR OPERATIONS | US10496404B2 | U.S. Invention Patent | November 7, 2018 | Original Acquisition | | 56 | Cambricon (寒武纪) | OPERATION UNIT, METHOD AND DEVICE CAPABLE OF SUPPORTING OPERATION DATA OF DIFFERENT BIT WIDTHS | US10489704B2 | U.S. Invention Patent | February 5, 2019 | Original Acquisition | | 57 | Cambricon (寒武纪) | TLB DEVICE SUPPORTING MULTIPLE DATA STREAMS AND UPDATING METHOD FOR TLB MODULE | US10474586B2 | U.S. Invention Patent | February 26, 2019 | Original Acquisition |
| No. | Patent Holder | Patent Name | Patent No. | Patent Type | Date of Patent Application | Acquisition Method | |-----|--------------|-------------|------------|-------------|--------------------------|-------------------| | 58 | Cambricon (寒武纪) | GRAPHICS CARD | 006613360-0001 | EU Design Patent | July 5, 2019 | Original Acquisition | | 59 | Cambricon (寒武纪) | GRAPHICS CARD | 006613360-0002 | EU Design Patent | July 5, 2019 | Original Acquisition | | 60 | Cambricon (寒武纪) | GRAPHICS CARD | 006613360-0003 | EU Design Patent | July 5, 2019 | Original Acquisition | | 61 | Cambricon (寒武纪) | GRAPHICS CARD | 006613360-0004 | EU Design Patent | July 5, 2019 | Original Acquisition | | 62 | Cambricon (寒武纪) | GRAPHICS CARD | 006613360-0005 | EU Design Patent | July 5, 2019 | Original Acquisition | | 63 | Shanghai Cambricon (上海寒武纪) | MULTIPLICATION AND ADDITION DEVICE FOR MATRICES, NEURAL NETWORK COMPUTING DEVICE, AND METHOD | US10509998B2 | U.S. Invention Patent | June 13, 2019 | Original Acquisition | | 64 | Shanghai Cambricon (上海寒武纪) | DEVICES FOR COMPRESSION/DECOMPRESSION, SYSTEM, CHIP, AND ELECTRONIC DEVICE | US10462476B1 | U.S. Invention Patent | June 28, 2019 | Original Acquisition | | 65 | Shanghai Cambricon (上海寒武纪) | IMAGE COMPRESSION METHOD AND RELATED DEVICE | US10540574B2 | U.S. Invention Patent | August 1, 2019 | Original Acquisition |
| No. | Software Copyright Holder | Registration Certificate No. | Registration No. | Software Name | Date of First Publication | Date of Development Completion | Acquisition Method | |-----|--------------------------|------------------------------|-----------------|---------------|--------------------------|-------------------------------|-------------------| | 1 | Cambricon (寒武纪) | Soft Copyright Reg. No. 2091903 | 2017SR506619 | Cambricon PCIe Platform Driver Software V1.0 | Unpublished | June 28, 2017 | Original Acquisition | | 2 | Cambricon (寒武纪) | Soft Copyright Reg. No. 2091124 | 2017SR505840 | Cambricon Caffe Programming Framework Software V1.0 | Unpublished | December 31, 2016 | Original Acquisition | | 3 | Cambricon (寒武纪) | Soft Copyright Reg. No. 2084524 | 2017SR499258 | Cambricon Object Detection Application Software on TensorFlow Programming Framework V1.0 | Unpublished | July 25, 2017 | Original Acquisition | | 4 | Cambricon (寒武纪) | Soft Copyright Reg. No. 2084539 | 2017SR499255 | Cambricon High-Performance Computing Library Software V1.0 | Unpublished | December 31, 2016 | Original Acquisition | | 5 | Cambricon (寒武纪) | Soft Copyright Reg. No. 2084541 | 2017SR499257 | Cambricon SoC Platform Driver Software V1.0 | Unpublished | June 22, 2017 | Original Acquisition | | 6 | Cambricon (寒武纪) | Soft Copyright Reg. No. 2097115 | 2017SR511831 | Cambricon Image Classification Application Software on TensorFlow Programming Framework V1.0 | Unpublished | July 30, 2017 | Original Acquisition | | 7 | Cambricon (寒武纪) | Soft Copyright Reg. No. 3479025 | 2019SR0058268 | Cambricon MXNet Programming Framework Software V1.0.0 | Unpublished | November 16, 2018 | Original Acquisition | | 8 | Cambricon (寒武纪) | Soft Copyright Reg. No. 4173600 | 2019SR0752843 | Cambricon CNSTREAM Programming Framework Software V1.0 | Unpublished | July 5, 2019 | Original Acquisition | | 9 | Cambricon (寒武纪) | Soft Copyright Reg. No. 4374288 | 2019SR0953531 | Cambricon Intelligent Basic Software Platform V1.0 | Unpublished | September 1, 2019 | Original Acquisition | | 10 | Cambricon (寒武纪) | Soft Copyright Reg. No. 4374379 | 2019SR0953622 | Cambricon Intelligent Cluster Monitoring and Management System V1.0 | Unpublished | September 6, 2019 | Original Acquisition | | 11 | Cambricon (寒武纪) | Soft Copyright Reg. No. 4374385 | 2019SR0953628 | Cambricon Intelligent Application Management System V1.0 | Unpublished | September 6, 2019 | Original Acquisition | | 12 | Cambricon (寒武纪) | Soft Copyright Reg. No. 4374432 | 2019SR0953675 | Cambricon Intelligent Programming Framework System [Abbreviated: DLSTREAM] V1.0 | Unpublished | July 5, 2019 | Original Acquisition | | 13 | Cambricon (寒武纪) | Soft Copyright Reg. No. 4374642 | 2019SR0953885 | Cambricon General Intelligent Deep Learning Library Software [Abbreviated: CNML] V1.0 | Unpublished | July 5, 2019 | Original Acquisition | | 14 | Cambricon (寒武纪) | Soft Copyright Reg. No. 4374644 | 2019SR0953887 | Cambricon Intelligent Application Scheduling System V1.0 | Unpublished | September 6, 2019 | Original Acquisition | | 15 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 2973828 | 2018SR644733 | Cambricon Cloud-End Intelligent Processing Server Platform System V1.0 | June 17, 2018 | June 22, 2018 | Original Acquisition | | 16 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 2973833 | 2018SR644738 | Cambricon Speech and Natural Language Recognition Processing System V1.0 | May 22, 2018 | May 28, 2018 | Original Acquisition | | 17 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 2973901 | 2018SR644806 | Computer Vision Processing System Based on Sparse Neural Networks V1.0 | June 10, 2018 | June 16, 2018 | Original Acquisition | | 18 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 2975399 | 2018SR646304 | Cambricon Big Data Machine Learning System V1.0 | May 17, 2018 | May 26, 2018 | Original Acquisition | | 19 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 2928932 | 2018SR599887 | Cambricon Neural Network Processing and Control System V1.0 | June 10, 2018 | June 16, 2018 | Original Acquisition |
| No. | Software Copyright Holder | Registration Certificate No. | Registration No. | Software Name | Date of First Publication | Date of Development Completion | Acquisition Method | |-----|--------------------------|------------------------------|-----------------|---------------|--------------------------|-------------------------------|-------------------| | 20 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 3479507 | 2019SR0058750 | Cambricon Caffe Framework faster-rcnn Object Detection Application Software V1.0 | Unpublished | July 30, 2018 | Original Acquisition | | 21 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 3479538 | 2019SR0058781 | Cambricon Caffe Framework ssd Object Detection Application Software V1.0 | Unpublished | July 30, 2018 | Original Acquisition | | 22 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 3479526 | 2019SR0058769 | Image Classification Offline Multi-Core Application Software V1.0 | Unpublished | August 1, 2018 | Original Acquisition | | 23 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 3819492 | 2019SR0398735 | Cambricon MXNet Model Conversion and Retraining Tool V1.0 | Unpublished | October 10, 2018 | Original Acquisition | | 24 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 3815874 | 2019SR0395117 | Cambricon Device Interface Software V1.4.0 | Unpublished | February 28, 2019 | Original Acquisition | | 25 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 3815737 | 2019SR0394980 | Cambricon Performance Profiling Tool Software V3.0.0 | Unpublished | February 28, 2019 | Original Acquisition | | 26 | Shanghai Cambricon (上海寒武纪) | Soft Copyright Reg. No. 3816038 | 2019SR0395281 | Cambricon Hardware Monitor Software V1.7.0 | Unpublished | February 28, 2019 | Original Acquisition |
(1) Issuance sponsorship letter; (2) Listing sponsorship letter; (3) Legal opinion letter; (4) Financial report and audit report; (5) Articles of Association (draft); (6) Commitment matters made by the issuer and other responsible parties in connection with this issuance and listing; (7) Internal control verification report; (8) Schedule of non-recurring gains and losses verified by a registered accountant; (9) Documents from the China Securities Regulatory Commission approving the registration of the issuer's public offering; (10) Other important documents related to this offering.
| No. | Lessee | Lessor | Property Location | Area (m²) | Lease Term | Purpose | Property Ownership Certificate No. | |-----|--------|--------|-------------------|-----------|------------|---------|-------------------------------------| | 1 | Cambricon (寒武纪) | Lin Lan (林岚) | Floor 11, Tower D, Zhizhen Plaza, No. 7 Zhichun Road, Haidian District, Beijing | 1,927.75 | July 27, 2019 – July 26, 2021 | Office | — | | 2 | Cambricon (寒武纪) | Beijing Renhe Hengji Investment Management Co., Ltd. (北京仁和恒基投资管理有限公司) | Floor 14, Tower D, Zhizhen Plaza, No. 7 Zhichun Road, Haidian District, Beijing | 1,928.00 | August 16, 2018 – August 15, 2020 | Office | — | | 3 | Cambricon (寒武纪) | Beijing Zhongye Hekun Tianmian Engineering Technology Co., Ltd. (北京中冶和坤天冕工程技术有限公司) | Floor 16, Tower D, Zhizhen Plaza, No. 7 Zhichun Road, Haidian District, Beijing | 1,923.33 | January 22, 2019 – January 21, 2021 | Office | — | | 4 | Cambricon (寒武纪) | Beijing Zhongye Hekun Tianmian Engineering Technology Co., Ltd. (北京中冶和坤天冕工程技术有限公司) | Property C-B4-04, Basement Floor 4, Tower C, Zhizhen Plaza, No. 7 Zhichun Road, Haidian District, Beijing | 52.00 | July 8, 2019 – June 30, 2020 | Storage | — | | 5 | Cambricon (寒武纪) | Song Liping (宋力平) | Room 1804, Building 9, Taiyueyuan, Haidian District, Beijing | 204.65 | September 22, 2019 – September 21, 2020 | Residential | Beijing Housing Ownership Certificate Haisi No. 005747 | | 6 | Cambricon (寒武纪) | Beijing Hualun Dongfang Investment Management Co., Ltd. (北京华伦东方投资管理有限公司) | Northwest portion, Floor 12, Tower D, Zhizhen Plaza, No. 7 Zhichun Road, Haidian District, Beijing | 650.00 | March 1, 2020 – February 28, 2022 | Office | — | | 7 | Nanjing Aixi (南京艾溪) | Nanjing Maqun Technology Development Co., Ltd. (南京马群科技发展有限公司) | Rooms 101, 102, No. 18 Xianlin Avenue, Maqun Science and Technology Park, Qixia District, Nanjing | 108.00 | June 1, 2015 – May 31, 2020 | Office | Nanjing Housing Ownership Certificate Qibian No. 435119 | | 8 | Suzhou Cambricon (苏州寒武纪) | Suzhou Industrial Park Technology Development Co., Ltd. (苏州工业园区科技发展有限公司) | Unit 6A0, International Science and Technology Park, No. 1355 Jinji Lake Avenue, Suzhou Industrial Park | 36.96 | December 1, 2019 – November 30, 2020 | Office | Suzhou Housing Ownership Certificate Yuanqu No. 00126116 | | 9 | Shanghai Cambricon (上海寒武纪) | Nanhui New City Investment Promotion Center, Pudong New Area, Shanghai (上海市浦东新区南汇新城招商中心) | No. 888 Huanhu West Second Road, Nanhui New City Town, Pudong New Area, Shanghai | — | April 11, 2016 – April 10, 2036 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 227156 | | 10 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Rooms 1104-1105 (1004-1005), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 425.62 | August 9, 2018 – September 8, 2021 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 11 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Room 1106 (1006), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 364.96 | August 16, 2018 – September 15, 2021 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 12 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Room 1801 (1501), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 364.96 | June 16, 2018 – August 15, 2021 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 13 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Room 1804 (1504), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 364.96 | November 17, 2019 – December 16, 2022 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 |
| No. | Lessee | Lessor | Property Location | Area (m²) | Lease Term | Purpose | Property Ownership Certificate No. | |-----|--------|--------|-------------------|-----------|------------|---------|-------------------------------------| | 14 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Room 1805 (1505), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 709.26 | January 1, 2018 – July 15, 2021 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 15 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Room 1806 (1506), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 290.26 | March 1, 2019 – March 31, 2022 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 16 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Room 1101 (1001), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 364.96 | November 17, 2019 – December 16, 2022 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 17 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Room 1103 (1003), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 376.63 | September 30, 2019 – October 29, 2022 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 18 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Room 1107 (1007), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 197.28 | June 1, 2019 – June 30, 2022 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 19 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Room 1109 (1009), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 280.49 | September 19, 2019 – October 29, 2022 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 20 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Rooms 2104-2106 (1804-1806), Building 1, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 1,364.48 | September 1, 2019 – October 31, 2022 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006053 | | 21 | Shanghai Cambricon (上海寒武纪) | Shanghai Zhanxiang Properties Co., Ltd. (上海展想置业有限公司) | Building 2, Lane 2290, Zuchongzhi Road, Pudong New Area, Shanghai | 1,640.04 | April 15, 2019 – June 14, 2022 | Office | Shanghai Real Estate Pudong Certificate (2014) No. 006061 | | 22 | Shanghai Cambricon (上海寒武纪) | Hangzhou Yourui Business Services Co., Ltd. (杭州优瑞创业服务有限公司) | Floor 5, Building 1, Zhengtai Plaza, No. 560 Yueming Road, Xixing Street, Binjiang District, Hangzhou | 30.00 | September 5, 2019 – September 4, 2020 | Office | Hangzhou Housing Ownership Certificate Gaoxin No. 15060699 | | 23 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Rooms 3404-05, Tower A, Tianxia Jiniu Plaza, Taoyuan Road, Nantou Street, Nanshan District, Shenzhen | 498.00 | March 25, 2018 – April 4, 2020 | Office | Shenzhen Real Estate Certificate No. 4000574148, No. 4000574149 | | 24 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3406A, Tower A, Tianxia Jiniu Plaza, Taoyuan Road, Nantou Street, Nanshan District, Shenzhen | 178.00 | August 15, 2019 – July 31, 2021 | Office | Shenzhen Real Estate Certificate No. 4000573884 | | 25 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3406B, Tower A, Tianxia Jiniu Plaza, Taoyuan Road, Nanshan District, Shenzhen | 120.00 | December 1, 2018 – November 30, 2020 | Office | Shenzhen Real Estate Certificate No. 4000573884 |
| No. | Lessee | Lessor | Property Location | Area (m²) | Lease Term | Purpose | Property Ownership Certificate No. | |-----|--------|--------|-------------------|-----------|------------|---------|-------------------------------------| | 26 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3407, Tower A, Tianxia Jiniu Plaza, Taoyuan Road, Nantou Street, Nanshan District, Shenzhen | 198.00 | November 20, 2019 – November 30, 2021 | Office | Shenzhen Real Estate Certificate No. 4000573885 | | 27 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Rooms 3408-10, Tower A, Tianxia Jiniu Plaza, Taoyuan Road, Nantou Street, Nanshan District, Shenzhen | 698.00 | July 28, 2019 – July 27, 2021 | Office | Shenzhen Real Estate Certificate No. 4000573886, No. 4000573887, No. 4000573888 | | 28 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3506, Tower A, Tianxia Jiniu Plaza, Taoyuan Road, Nanshan District, Shenzhen | 298.00 | July 15, 2019 – July 14, 2021 | Office | Shenzhen Real Estate Certificate No. 4000573894 | | 29 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Room 3507, Tower A, Tianxia Jiniu Plaza, Taoyuan Road, Nanshan District, Shenzhen | 198.00 | August 21, 2019 – August 31, 2021 | Office | Shenzhen Real Estate Certificate No. 4000573896 | | 30 | Shanghai Cambricon Shenzhen Branch (上海寒武纪深圳分公司) | Shenzhen Guangtai Asset Management Co., Ltd. (深圳市广泰资产管理有限公司) | Rooms 3508-10, Tower A, Tianxia Jiniu Plaza, Taoyuan Road, Nanshan District, Shenzhen | 690.00 | October 1, 2019 – September 30, 2020 | Office | Shenzhen Real Estate Certificate No. 4000573897, No. 4000573898, No. 4000573899 | | 31 | Anhui Cambricon (安徽寒武纪) | Ma Chenjun (马琛珺) | Room 1503, Angao Plaza, No. 99 Wangjiang West Road, Shushan District, Hefei | 362.41 | September 1, 2019 – April 30, 2021 | Office | Housing Ownership Certificate Heshu No. 140073905 | | 32 | Anhui Cambricon (安徽寒武纪) | Zhang Hejun (张和俊) | Room 1504, Angao Plaza, No. 99 Wangjiang West Road, Shushan District, Hefei | 362.41 | January 8, 2020 – July 8, 2020 | Office | Housing Ownership Certificate Heshu No. 140073906 |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Valid Period | Acquisition Method | |-----|----------------|----------------------|---------------------------|-------|-------------|-------------------| | 1 | Cambricon (寒武纪) | AIDC | 33394294 | 38 | June 14, 2019 – June 13, 2029 | Original acquisition | | 2 | Cambricon (寒武纪) | AIDC | 33393521 | 9 | November 28, 2019 – November 27, 2029 | Original acquisition | | 3 | Cambricon (寒武纪) | AIDC | 33389492 | 35 | June 14, 2019 – June 13, 2029 | Original acquisition | | 4 | Cambricon (寒武纪) | AIDC | 33384296 | 42 | June 14, 2019 – June 13, 2029 | Original acquisition | | 5 | Cambricon (寒武纪) | Cambricon | 37418755 | 44 | November 21, 2019 – November 20, 2029 | Original acquisition | | 6 | Cambricon (寒武纪) | Cambricon | 37411287 | 28 | November 21, 2019 – November 20, 2029 | Original acquisition | | 7 | Cambricon (寒武纪) | Cambricon | 37409898 | 36 | November 21, 2019 – November 20, 2029 | Original acquisition | | 8 | Cambricon (寒武纪) | Cambricon | 37408388 | 10 | November 21, 2019 – November 20, 2029 | Original acquisition | | 9 | Cambricon (寒武纪) | Cambricon | 19424965 | 9 | May 7, 2017 – May 6, 2027 | Original acquisition | | 10 | Cambricon (寒武纪) | Cambricon | 34452408 | 29 | October 14, 2019 – October 13, 2029 | Original acquisition | | 11 | Cambricon (寒武纪) | Cambricon | 34451251 | 43 | July 28, 2019 – July 27, 2029 | Original acquisition | | 12 | Cambricon (寒武纪) | Cambricon | 34451079 | 2 | July 28, 2019 – July 27, 2029 | Original acquisition | | 13 | Cambricon (寒武纪) | Cambricon | 34450464 | 15 | July 21, 2019 – July 20, 2029 | Original acquisition | | 14 | Cambricon (寒武纪) | Cambricon | 34450382 | 22 | August 21, 2019 – August 20, 2029 | Original acquisition | | 15 | Cambricon (寒武纪) | Cambricon | 34450229 | 5 | October 28, 2019 – October 27, 2029 | Original acquisition | | 16 | Cambricon (寒武纪) | Cambricon | 34450200 | 3 | October 14, 2019 – October 13, 2029 | Original acquisition | | 17 | Cambricon (寒武纪) | Cambricon | 34448328 | 37 | July 21, 2019 – July 20, 2029 | Original acquisition | | 18 | Cambricon (寒武纪) | Cambricon | 34444638 | 34 | July 21, 2019 – July 20, 2029 | Original acquisition | | 19 | Cambricon (寒武纪) | Cambricon | 34442922 | 33 | August 7, 2019 – August 6, 2029 | Original acquisition | | 20 | Cambricon (寒武纪) | Cambricon | 34442887 | 30 | October 14, 2019 – October 13, 2029 | Original acquisition | | 21 | Cambricon (寒武纪) | Cambricon | 34442747 | 21 | July 28, 2019 – July 27, 2029 | Original acquisition | | 22 | Cambricon (寒武纪) | Cambricon | 34442651 | 8 | July 21, 2019 – July 20, 2029 | Original acquisition |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Valid Period | Acquisition Method | |-----|----------------|----------------------|---------------------------|-------|-------------|-------------------| | 23 | Cambricon (寒武纪) | Cambricon | 34440193 | 17 | July 28, 2019 – July 27, 2029 | Original acquisition | | 24 | Cambricon (寒武纪) | Cambricon | 34438002 | 38 | July 28, 2019 – July 27, 2029 | Original acquisition | | 25 | Cambricon (寒武纪) | Cambricon | 34436340 | 32 | July 28, 2019 – July 27, 2029 | Original acquisition | | 26 | Cambricon (寒武纪) | Cambricon | 34435633 | 4 | August 21, 2019 – August 20, 2029 | Original acquisition | | 27 | Cambricon (寒武纪) | Cambricon | 34435011 | 31 | August 21, 2019 – August 20, 2029 | Original acquisition | | 28 | Cambricon (寒武纪) | Cambricon | 34434991 | 27 | July 21, 2019 – July 20, 2029 | Original acquisition | | 29 | Cambricon (寒武纪) | Cambricon | 34434985 | 26 | August 21, 2019 – August 20, 2029 | Original acquisition | | 30 | Cambricon (寒武纪) | Cambricon | 34434494 | 40 | July 28, 2019 – July 27, 2029 | Original acquisition | | 31 | Cambricon (寒武纪) | Cambricon | 34434477 | 39 | August 21, 2019 – August 20, 2029 | Original acquisition | | 32 | Cambricon (寒武纪) | Cambricon | 34432103 | 23 | August 21, 2019 – August 20, 2029 | Original acquisition | | 33 | Cambricon (寒武纪) | Cambricon | 34431986 | 13 | August 21, 2019 – August 20, 2029 | Original acquisition | | 34 | Cambricon (寒武纪) | Cambricon | 34428609 | 24 | July 28, 2019 – July 27, 2029 | Original acquisition | | 35 | Cambricon (寒武纪) | Cambricon | 34428478 | 20 | July 28, 2019 – July 27, 2029 | Original acquisition | | 36 | Cambricon (寒武纪) | Cambricon | 34428464 | 19 | August 21, 2019 – August 20, 2029 | Original acquisition | | 37 | Cambricon (寒武纪) | Cambricon | 34428390 | 6 | August 21, 2019 – August 20, 2029 | Original acquisition | | 38 | Cambricon (寒武纪) | Cambricon | 34428302 | 1 | July 21, 2019 – July 20, 2029 | Original acquisition | | 39 | Cambricon (寒武纪) | Cambricon | 34423554 | 44 | July 7, 2019 – July 6, 2029 | Original acquisition | | 40 | Cambricon (寒武纪) | Cambricon | 31444084 | 41 | May 14, 2019 – May 13, 2029 | Original acquisition | | 41 | Cambricon (寒武纪) | Cambricon | 31444051 | 28 | May 7, 2019 – May 6, 2029 | Original acquisition | | 42 | Cambricon (寒武纪) | Cambricon | 31444037 | 18 | May 7, 2019 – May 6, 2029 | Original acquisition | | 43 | Cambricon (寒武纪) | Cambricon | 31444030 | 16 | May 7, 2019 – May 6, 2029 | Original acquisition | | 44 | Cambricon (寒武纪) | Cambricon | 31441550 | 25 | April 28, 2019 – April 27, 2029 | Original acquisition | | 45 | Cambricon (寒武纪) | Cambricon | 31436456 | 36 | May 7, 2019 – May 6, 2029 | Original acquisition | | 46 | Cambricon (寒武纪) | Cambricon | 31431551 | 45 | April 28, 2019 – April 27, 2029 | Original acquisition |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Valid Period | Acquisition Method | |-----|----------------|----------------------|---------------------------|-------|-------------|-------------------| | 47 | Cambricon (寒武纪) | Cambricon | 28154837 | 12 | November 28, 2018 – November 27, 2028 | Original acquisition | | 48 | Cambricon (寒武纪) | Cambricon | 28149811 | 11 | November 28, 2018 – November 27, 2028 | Original acquisition | | 49 | Cambricon (寒武纪) | Cambricon | 28142989 | 10 | November 28, 2018 – November 27, 2028 | Original acquisition | | 50 | Cambricon (寒武纪) | Cambricon | 28139185 | 14 | November 28, 2018 – November 27, 2028 | Original acquisition | | 51 | Cambricon (寒武纪) | Cambricon | 28139097 | 7 | November 28, 2018 – November 27, 2028 | Original acquisition | | 52 | Cambricon (寒武纪) | Cambricon | 19430011 | 42 | May 7, 2017 – May 6, 2027 | Original acquisition | | 53 | Cambricon (寒武纪) | cambrain | 31086113 | 42 | July 7, 2019 – July 6, 2029 | Original acquisition | | 54 | Cambricon (寒武纪) | Cambricon bang | 28808678 | 42 | December 21, 2018 – December 20, 2028 | Original acquisition | | 55 | Cambricon (寒武纪) | Cambricon bang | 28802768 | 9 | December 21, 2018 – December 20, 2028 | Original acquisition | | 56 | Cambricon (寒武纪) | Cambricon MLU | 22119998 | 9 | January 21, 2018 – January 20, 2028 | Original acquisition | | 57 | Cambricon (寒武纪) | Cambricon MLU | 22119794 | 42 | January 21, 2018 – January 20, 2028 | Original acquisition | | 58 | Cambricon (寒武纪) | Cambricon Design | 21091471 | 9 | October 21, 2017 – October 20, 2027 | Original acquisition | | 59 | Cambricon (寒武纪) | Cambricon Design | 21091329 | 42 | October 28, 2017 – October 27, 2027 | Original acquisition | | 60 | Cambricon (寒武纪) | Cambricon Insight | 21091220 | 42 | October 28, 2017 – October 27, 2027 | Original acquisition | | 61 | Cambricon (寒武纪) | Cambricon Insight | 21091029 | 9 | October 28, 2017 – October 27, 2027 | Original acquisition | | 62 | Cambricon (寒武纪) | Cambricon Powered | 19425101 | 9 | May 7, 2017 – May 6, 2027 | Original acquisition | | 63 | Cambricon (寒武纪) | Cambricon Powered | 19429973 | 42 | May 7, 2017 – May 6, 2027 | Original acquisition | | 64 | Cambricon (寒武纪) | Cambricon寒武纪 | 19426945 | 9 | July 14, 2017 – July 13, 2027 | Original acquisition | | 65 | Cambricon (寒武纪) | DNY | 19431358 | 42 | May 7, 2017 – May 6, 2027 | Original acquisition | | 66 | Cambricon (寒武纪) | DNY | 19426761 | 9 | July 14, 2017 – July 13, 2027 | Original acquisition | | 67 | Cambricon (寒武纪) | sinean | 35011051 | 9 | November 28, 2019 – November 27, 2029 | Original acquisition | | 68 | Cambricon (寒武纪) | sinean compiler | 34996419 | 9 | August 21, 2019 – August 20, 2029 | Original acquisition | | 69 | Cambricon (寒武纪) | sinean compiler | 34993420 | 42 | August 21, 2019 – August 20, 2029 | Original acquisition |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Valid Period | Acquisition Method | |-----|----------------|----------------------|---------------------------|-------|-------------|-------------------| | 70 | Cambricon (寒武纪) | ThinkPlex | 36363896 | 17 | October 14, 2019 – October 13, 2029 | Original acquisition | | 71 | Cambricon (寒武纪) | ThinkPlex | 36363895 | 18 | October 14, 2019 – October 13, 2029 | Original acquisition | | 72 | Cambricon (寒武纪) | ThinkPlex | 36363894 | 19 | October 14, 2019 – October 13, 2029 | Original acquisition | | 73 | Cambricon (寒武纪) | ThinkPlex | 36363893 | 20 | October 14, 2019 – October 13, 2029 | Original acquisition | | 74 | Cambricon (寒武纪) | ThinkPlex | 36363892 | 21 | October 14, 2019 – October 13, 2029 | Original acquisition | | 75 | Cambricon (寒武纪) | ThinkPlex | 36363891 | 22 | October 7, 2019 – October 6, 2029 | Original acquisition | | 76 | Cambricon (寒武纪) | ThinkPlex | 36363890 | 23 | October 14, 2019 – October 13, 2029 | Original acquisition | | 77 | Cambricon (寒武纪) | ThinkPlex | 36363889 | 24 | October 14, 2019 – October 13, 2029 | Original acquisition | | 78 | Cambricon (寒武纪) | ThinkPlex | 36363888 | 25 | October 14, 2019 – October 13, 2029 | Original acquisition | | 79 | Cambricon (寒武纪) | ThinkPlex | 36363887 | 26 | October 21, 2019 – October 20, 2029 | Original acquisition | | 80 | Cambricon (寒武纪) | ThinkPlex | 36363886 | 27 | October 7, 2019 – October 6, 2029 | Original acquisition | | 81 | Cambricon (寒武纪) | ThinkPlex | 36363885 | 28 | October 14, 2019 – October 13, 2029 | Original acquisition | | 82 | Cambricon (寒武纪) | ThinkPlex | 36363884 | 29 | October 14, 2019 – October 13, 2029 | Original acquisition | | 83 | Cambricon (寒武纪) | ThinkPlex | 36363883 | 30 | October 14, 2019 – October 13, 2029 | Original acquisition | | 84 | Cambricon (寒武纪) | ThinkPlex | 36363882 | 31 | October 14, 2019 – October 13, 2029 | Original acquisition | | 85 | Cambricon (寒武纪) | ThinkPlex | 36363881 | 32 | October 14, 2019 – October 13, 2029 | Original acquisition | | 86 | Cambricon (寒武纪) | ThinkPlex | 36363880 | 33 | October 14, 2019 – October 13, 2029 | Original acquisition | | 87 | Cambricon (寒武纪) | ThinkPlex | 36363879 | 34 | October 14, 2019 – October 13, 2029 | Original acquisition | | 88 | Cambricon (寒武纪) | ThinkPlex | 36363878 | 35 | October 14, 2019 – October 13, 2029 | Original acquisition | | 89 | Cambricon (寒武纪) | ThinkPlex | 36363877 | 36 | October 7, 2019 – October 6, 2029 | Original acquisition | | 90 | Cambricon (寒武纪) | ThinkPlex | 36363876 | 37 | October 7, 2019 – October 6, 2029 | Original acquisition | | 91 | Cambricon (寒武纪) | ThinkPlex | 36363874 | 39 | October 7, 2019 – October 6, 2029 | Original acquisition | | 92 | Cambricon (寒武纪) | ThinkPlex | 36363873 | 40 | October 14, 2019 – October 13, 2029 | Original acquisition | | 93 | Cambricon (寒武纪) | ThinkPlex | 36363872 | 41 | October 14, 2019 – October 13, 2029 | Original acquisition |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Valid Period | Acquisition Method | |-----|----------------|----------------------|---------------------------|-------|-------------|-------------------| | 94 | Cambricon (寒武纪) | ThinkPlex | 36363870 | 43 | October 7, 2019 – October 6, 2029 | Original acquisition | | 95 | Cambricon (寒武纪) | ThinkPlex | 36363869 | 44 | October 14, 2019 – October 13, 2029 | Original acquisition | | 96 | Cambricon (寒武纪) | ThinkPlex | 36363868 | 45 | October 14, 2019 – October 13, 2029 | Original acquisition | | 97 | Cambricon (寒武纪) | ThinkPlex | 36356681 | 2 | October 14, 2019 – October 13, 2029 | Original acquisition | | 98 | Cambricon (寒武纪) | ThinkPlex | 36356663 | 1 | October 14, 2019 – October 13, 2029 | Original acquisition | | 99 | Cambricon (寒武纪) | ThinkPlex | 36354644 | 12 | October 14, 2019 – October 13, 2029 | Original acquisition | | 100 | Cambricon (寒武纪) | ThinkPlex | 36352763 | 10 | November 21, 2019 – November 20, 2029 | Original acquisition | | 101 | Cambricon (寒武纪) | ThinkPlex | 36351659 | 13 | October 14, 2019 – October 13, 2029 | Original acquisition | | 102 | Cambricon (寒武纪) | ThinkPlex | 36350439 | 14 | November 21, 2019 – November 20, 2029 | Original acquisition | | 103 | Cambricon (寒武纪) | ThinkPlex | 36350180 | 4 | October 14, 2019 – October 13, 2029 | Original acquisition | | 104 | Cambricon (寒武纪) | ThinkPlex | 36349977 | 6 | October 14, 2019 – October 13, 2029 | Original acquisition | | 105 | Cambricon (寒武纪) | ThinkPlex | 36349935 | 8 | October 14, 2019 – October 13, 2029 | Original acquisition | | 106 | Cambricon (寒武纪) | ThinkPlex | 36349925 | 7 | October 14, 2019 – October 13, 2029 | Original acquisition | | 107 | Cambricon (寒武纪) | ThinkPlex | 36349649 | 3 | October 14, 2019 – October 13, 2029 | Original acquisition | | 108 | Cambricon (寒武纪) | ThinkPlex | 36345616 | 15 | October 28, 2019 – October 27, 2029 | Original acquisition | | 109 | Cambricon (寒武纪) | MLU | 22119730 | 42 | January 21, 2018 – January 20, 2028 | Original acquisition | | 110 | Cambricon (寒武纪) | MLU | 22119556 | 9 | January 21, 2018 – January 20, 2028 | Original acquisition | | 111 | Cambricon (寒武纪) | MLU 3 | 34442211 | 42 | July 28, 2019 – July 27, 2029 | Original acquisition | | 112 | Cambricon (寒武纪) | MLU 3 | 34450698 | 9 | July 28, 2019 – July 27, 2029 | Original acquisition | | 113 | Cambricon (寒武纪) | MLU 100 | 29359430 | 9 | January 14, 2019 – January 13, 2029 | Original acquisition | | 114 | Cambricon (寒武纪) | MLU 100 | 29353107 | 42 | January 14, 2019 – January 13, 2029 | Original acquisition | | 115 | Cambricon (寒武纪) | MLU 111 | 30957230 | 9 | April 14, 2019 – April 13, 2029 | Original acquisition | | 116 | Cambricon (寒武纪) | MLU 111 | 30937772 | 42 | April 21, 2019 – April 20, 2029 | Original acquisition | | 117 | Cambricon (寒武纪) | MLU 200 | 29359445 | 42 | January 14, 2019 – January 13, 2029 | Original acquisition |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Valid Period | Acquisition Method | |-----|----------------|----------------------|---------------------------|-------|-------------|-------------------| | 118 | Cambricon (寒武纪) | MLU 200 | 29349408 | 9 | January 7, 2019 – January 6, 2029 | Original acquisition | | 119 | Cambricon (寒武纪) | MLU 220 | 36485751 | 42 | October 21, 2019 – October 20, 2029 | Original acquisition | | 120 | Cambricon (寒武纪) | MLU 220 | 36485656 | 35 | October 21, 2019 – October 20, 2029 | Original acquisition | | 121 | Cambricon (寒武纪) | MLU 220 | 36474614 | 38 | November 7, 2019 – November 6, 2029 | Original acquisition | | 122 | Cambricon (寒武纪) | MLU 270 | 36490038 | 35 | November 7, 2019 – November 6, 2029 | Original acquisition | | 123 | Cambricon (寒武纪) | MLU 270 | 36485756 | 42 | November 7, 2019 – November 6, 2029 | Original acquisition | | 124 | Cambricon (寒武纪) | MLU 270 | 36470145 | 38 | October 21, 2019 – October 20, 2029 | Original acquisition | | 125 | Cambricon (寒武纪) | MLU 290 | 36490840 | 42 | October 21, 2019 – October 20, 2029 | Original acquisition | | 126 | Cambricon (寒武纪) | MLU 290 | 36479973 | 38 | October 21, 2019 – October 20, 2029 | Original acquisition | | 127 | Cambricon (寒武纪) | MLU 300 | 30952538 | 42 | April 21, 2019 – April 20, 2029 | Original acquisition | | 128 | Cambricon (寒武纪) | MLU 300 | 30946256 | 9 | April 21, 2019 – April 20, 2029 | Original acquisition | | 129 | Cambricon (寒武纪) | MLUX | 34450731 | 42 | July 28, 2019 – July 27, 2029 | Original acquisition | | 130 | Cambricon (寒武纪) | MLUX | 34447377 | 35 | July 28, 2019 – July 27, 2029 | Original acquisition | | 131 | Cambricon (寒武纪) | MLU- | 34442177 | 9 | July 21, 2019 – July 20, 2029 | Original acquisition | | 132 | Cambricon (寒武纪) | MLU- | 34429411 | 42 | July 28, 2019 – July 27, 2029 | Original acquisition | | 133 | Cambricon (寒武纪) | MLU-X | 34431675 | 42 | July 21, 2019 – July 20, 2029 | Original acquisition | | 134 | Cambricon (寒武纪) | MLISA | 32285027 | 9 | April 7, 2019 – April 6, 2029 | Original acquisition | | 135 | Cambricon (寒武纪) | MLISA | 32268225 | 42 | April 7, 2019 – April 6, 2029 | Original acquisition | | 136 | Cambricon (寒武纪) | neuware | 27372070 | 42 | October 21, 2018 – October 20, 2028 | Original acquisition | | 137 | Cambricon (寒武纪) | neuware | 27355737 | 9 | January 7, 2019 – January 6, 2029 | Original acquisition | | 138 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363634 | 17 | October 14, 2019 – October 13, 2029 | Original acquisition | | 139 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363632 | 19 | October 14, 2019 – October 13, 2029 | Original acquisition | | 140 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363631 | 20 | October 14, 2019 – October 13, 2029 | Original acquisition |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Valid Period | Acquisition Method | |-----|----------------|----------------------|---------------------------|-------|-------------|-------------------| | 141 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363629 | 22 | October 14, 2019 – October 13, 2029 | Original acquisition | | 142 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363628 | 23 | October 14, 2019 – October 13, 2029 | Original acquisition | | 143 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363627 | 24 | October 14, 2019 – October 13, 2029 | Original acquisition | | 144 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363626 | 25 | October 14, 2019 – October 13, 2029 | Original acquisition | | 145 | Cambricon (寒武纪) | 思元 (Siyuan) | 36351830 | 10 | October 14, 2019 – October 13, 2029 | Original acquisition | | 146 | Cambricon (寒武纪) | 思元 (Siyuan) | 36350436 | 14 | October 14, 2019 – October 13, 2029 | Original acquisition | | 147 | Cambricon (寒武纪) | 思元 (Siyuan) | 36350011 | 8 | October 14, 2019 – October 13, 2029 | Original acquisition | | 148 | Cambricon (寒武纪) | 思元 (Siyuan) | 36349999 | 7 | October 14, 2019 – October 13, 2029 | Original acquisition | | 149 | Cambricon (寒武纪) | 思元 (Siyuan) | 36349657 | 4 | October 14, 2019 – October 13, 2029 | Original acquisition | | 150 | Cambricon (寒武纪) | 思元 (Siyuan) | 36348434 | 13 | October 14, 2019 – October 13, 2029 | Original acquisition | | 151 | Cambricon (寒武纪) | 思元 (Siyuan) | 36347020 | 12 | October 14, 2019 – October 13, 2029 | Original acquisition | | 152 | Cambricon (寒武纪) | 思元 (Siyuan) | 36346821 | 6 | October 14, 2019 – October 13, 2029 | Original acquisition | | 153 | Cambricon (寒武纪) | 思元 (Siyuan) | 36345612 | 15 | October 14, 2019 – October 13, 2029 | Original acquisition | | 154 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363915 | 27 | October 14, 2019 – October 13, 2029 | Original acquisition | | 155 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363914 | 28 | October 7, 2019 – October 6, 2029 | Original acquisition | | 156 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363908 | 34 | October 7, 2019 – October 6, 2029 | Original acquisition | | 157 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363905 | 37 | October 7, 2019 – October 6, 2029 | Original acquisition | | 158 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363903 | 39 | October 14, 2019 – October 13, 2029 | Original acquisition | | 159 | Cambricon (寒武纪) | 思元 (Siyuan) | 36363902 | 40 | October 7, 2019 – October 6, 2029 | Original acquisition | | 160 | Cambricon (寒武纪) | 思玄 (Sixuan) | 36363664 | 38 | October 7, 2019 – October 6, 2029 | Original acquisition | | 161 | Cambricon (寒武纪) | 思玄 (Sixuan) | 36348515 | 9 | October 28, 2019 – October 27, 2029 | Original acquisition | | 162 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363662 | 18 | October 7, 2019 – October 6, 2029 | Original acquisition | | 163 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363661 | 19 | October 7, 2019 – October 6, 2029 | Original acquisition |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Valid Period | Acquisition Method | |-----|----------------|----------------------|---------------------------|-------|-------------|-------------------| | 164 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363660 | 20 | October 14, 2019 – October 13, 2029 | Original acquisition | | 165 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363659 | 21 | October 7, 2019 – October 6, 2029 | Original acquisition | | 166 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363658 | 22 | October 7, 2019 – October 6, 2029 | Original acquisition | | 167 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363657 | 23 | October 14, 2019 – October 13, 2029 | Original acquisition | | 168 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363656 | 24 | October 7, 2019 – October 6, 2029 | Original acquisition | | 169 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363654 | 26 | October 14, 2019 – October 13, 2029 | Original acquisition | | 170 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363653 | 27 | October 14, 2019 – October 13, 2029 | Original acquisition | | 171 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363652 | 28 | October 7, 2019 – October 6, 2029 | Original acquisition | | 172 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363651 | 29 | October 7, 2019 – October 6, 2029 | Original acquisition | | 173 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363649 | 31 | October 7, 2019 – October 6, 2029 | Original acquisition | | 174 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363647 | 33 | October 7, 2019 – October 6, 2029 | Original acquisition | | 175 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363646 | 34 | October 7, 2019 – October 6, 2029 | Original acquisition | | 176 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363644 | 36 | October 7, 2019 – October 6, 2029 | Original acquisition | | 177 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363642 | 38 | October 7, 2019 – October 6, 2029 | Original acquisition | | 178 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363641 | 39 | October 7, 2019 – October 6, 2029 | Original acquisition | | 179 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363640 | 40 | October 7, 2019 – October 6, 2029 | Original acquisition | | 180 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363639 | 41 | October 7, 2019 – October 6, 2029 | Original acquisition | | 181 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363637 | 43 | October 7, 2019 – October 6, 2029 | Original acquisition | | 182 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363636 | 44 | October 14, 2019 – October 13, 2029 | Original acquisition | | 183 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36363635 | 45 | October 14, 2019 – October 13, 2029 | Original acquisition | | 184 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36356971 | 13 | October 14, 2019 – October 13, 2029 | Original acquisition | | 185 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36356675 | 2 | October 14, 2019 – October 13, 2029 | Original acquisition | | 186 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36355798 | 10 | October 14, 2019 – October 13, 2029 | Original acquisition | | 187 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36355755 | 9 | October 14, 2019 – October 13, 2029 | Original acquisition |
| No. | Trademark Owner | Registered Trademark | Trademark Registration No. | Class | Valid Period | Acquisition Method | |-----|----------------|----------------------|---------------------------|-------|-------------|-------------------| | 188 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36354720 | 15 | October 14, 2019 – October 13, 2029 | Original acquisition | | 189 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36354634 | 12 | October 28, 2019 – October 27, 2029 | Original acquisition | | 190 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36353060 | 1 | October 14, 2019 – October 13, 2029 | Original acquisition | | 191 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36351583 | 4 | October 14, 2019 – October 13, 2029 | Original acquisition | | 192 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36350428 | 14 | October 14, 2019 – October 13, 2029 | Original acquisition | | 193 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36348904 | 16 | November 21, 2019 – November 20, 2029 | Original acquisition | | 194 | Cambricon (寒武纪) | 玄思 (Xuansi) | 36348050 | 3 | October 14, 2019 – October 13, 2029 | Original acquisition | | 195 | Cambricon (寒武纪) | 玄思