Securities code: 300456 securities abbreviation: Sai Microelectronics Inc(300456) Announcement No.: 2022-011 Sai Microelectronics Inc(300456)
With regard to the announcement on the signing of the cooperation agreement between the holding subsidiary and Beijing Huairou economic and Information Bureau, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The cooperation agreement signed by Beijing Haichuang Microchip Technology Co., Ltd. (hereinafter referred to as "Haichuang microchip"), a holding subsidiary of Sai Microelectronics Inc(300456) (hereinafter referred to as "the company"), belongs to the cooperation principle reached by both parties for follow-up cooperation. There is still uncertainty about whether the cooperation is finally reached and the subsequent progress. If both parties reach cooperation, Investors should be cautious in signing the relevant investment agreement in the future;
2. The cooperation agreement signed this time involves the pilot production line and R & D platform of 6 / 8-inch MEMS wafer (hereinafter referred to as "Huairou Fab7"), advanced MEMS process design and service Beijing Engineering Research Center (hereinafter referred to as "MEMS Beijing Engineering Research Center") The construction investment of 8-inch wafer level packaging test scale mass production line (hereinafter referred to as "8-inch wafer level packaging test line") can not predict the impact of the agreement on the company's operating performance in 2022 and future years when the relevant cooperation details have not been finalized. If this agreement can be successfully implemented and promoted, it will help to promote the development of the company's characteristic process wafer foundry and packaging test business. Please make careful decisions and pay attention to investment risks;
3. The company was on cninfo.com on November 6, 2019（ http://www.cn.info.com.cn. ）The announcement on signing the cooperation framework agreement with the Management Committee of Qingdao West Coast new area was disclosed. The company plans to sign the cooperation framework agreement with the Management Committee of Qingdao West Coast new area and plans to invest in the construction of gallium nitride (GAN) wafer manufacturing project in the new area. Subsequently, the agreement has been terminated because some elements have not been finalized. Among the cooperation framework agreements disclosed by the company in the last three years, except for the termination of the agreement, the rest have been fulfilled or are in the normal state of performance (see the text of this announcement for details);
4. This Agreement does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. The company will perform the corresponding decision-making procedures and information disclosure obligations according to the progress of relevant matters in accordance with relevant laws and regulations and the articles of Association;
5. The signing of the cooperation agreement by the company does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
1、 Basic information of the agreement
(I) basic information of agreement signing
On January 29, 2022, Haichuang microchip, the holding subsidiary of the company, signed a cooperation agreement with the economic and Information Bureau of Huairou District, Beijing (hereinafter referred to as "Huairou economic and information bureau"), which was signed by both parties through friendly negotiation based on the principles of equality, voluntariness, mutual benefit, common promotion and common development.
This agreement is a cooperation framework agreement and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. The company will perform the corresponding decision-making procedures and information disclosure obligations according to the progress of relevant matters in accordance with relevant laws and regulations and the articles of association.
According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies and the articles of association, the company signed a cooperation agreement with Huairou economic and Information Technology Bureau, which does not constitute a connected transaction, Nor does it constitute a major asset reorganization stipulated in the measures for the administration of major asset reorganization of listed companies.
(II) basic information of the other party
Huairou economic and information technology bureau is a functional organization under the people's Government of Huairou District, Beijing. The implementation point of this project is located in the industrial transformation demonstration area of Huairou Science City. Huairou Science City is located in the northeast of Beijing, with a planning area of 100.9 square kilometers. It is mainly located in Huairou District and extends to some areas of Miyun District. It is one of the main platforms of "three cities and one district" of Beijing International Science and technology innovation center. It is the core bearing area of Beijing Huairou comprehensive national science center jointly approved by the national development and Reform Commission and the Ministry of science and technology, It is an important support for China to build an innovative country and a world power in science and technology.
The company has no relationship with Huairou economic and Information Bureau.
The company has not had similar transactions with the counterparty in the last three years. Huairou economic and information technology bureau is a functional organization under the Huairou District People's Government of Beijing, with good credit status and full performance capacity.
2、 Cooperation background
1. The company has fully focused on the semiconductor business
Up to now, the company has completed major strategic transformation, focusing on resources to develop semiconductor business, which accounts for more than 95% of the current revenue structure.
The company is a global leading and internationally operated foundry manufacturer of high-end integrated circuit wafers. It is also a professional wafer manufacturer with independent intellectual property rights and core semiconductor manufacturing technology in China. The company has a number of pilot platforms and mass production plants outside China. Its business covers all over the world. Its customers include international well-known DNA / RNA sequencer, lithography machine, computer network and system, silicon photon, infrared, wearable equipment, new medical equipment, automotive electronics and other giant manufacturers, as well as leading enterprises in subdivided industries. Its products cover communication, biomedicine Industrial automobile, consumer electronics and many other fields. At the same time, the company is building advanced wafer level packaging and testing capabilities, committed to providing customers with systematic high-end manufacturing services from process development, wafer manufacturing to packaging and testing, and strive to develop into a well-known semiconductor manufacturing leader with international operation. 2. The company is trying to transform from "boutique factory" to "mass production factory"
In recent years, the company has planned in advance in combination with the future market demand, and built and expanded production capacity worldwide through various ways and efforts.
Silex microsystems AB (hereinafter referred to as "Sweden silex"), a wholly-owned subsidiary of the company located in Sweden, was founded in 2000. It has accumulated more than 400 process development and more than 10 years of mass production experience. It is the world's leading pure OEM manufacturer of MEMS (micro electro mechanical system). It ranks first in the world in the industry rankings in 2019 and 2020, The second to fifth places are Teledyne DALSA, Sony, TSMC and x-fab respectively. In recent years, Sweden silex (Fab1 & fab2) has full orders, prosperous production and sales, and is continuously expanding production capacity; According to the global strategic layout of the company's production capacity, Sweden silex also signed the equity acquisition agreement with Germany ELMOs semiconductor Se in December 2021 to acquire the assets related to its automobile chip manufacturing line (hereinafter referred to as "Germany FAB5") located in Dortmund, North Rhine Westphalia, Germany, The deal is currently being approved by the German government.
SELEX microsystems technology (Beijing) Co., Ltd. (hereinafter referred to as "SELEX Beijing"), a holding subsidiary of the company located in Beijing, was established in 2015 and jointly invested by the company and national integrated circuit industry investment fund Co., Ltd. (hereinafter referred to as "national integrated circuit fund"), Responsible for the construction and operation of the "8-inch MEMS international OEM line" (hereinafter referred to as "Beijing fab3"). The purpose of the production line is to digest and absorb the world's leading technology by independently establishing a Chinese production line, cultivate a first-class comprehensive MEMS engineering team through comparative R & D and production, and build a global technology-leading MEMS production line and industrialization platform, Further establish industrial technical barriers and enhance the company's core competitiveness. Up to now, Beijing fab3 has achieved mass production, continued to improve yield and ramp up production capacity, and has cooperated with many MEMS design manufacturers in various fields around the world, especially in China. Its products have been involved in the fields of communication, biomedicine, industrial automobile, consumer electronics and so on; At present, Beijing fab3 is expanding its production in phase II, but according to the latest situation, it is expected that its total capacity of 30000 pieces / month will reach full capacity in 2024 / 2025.
On January 1, 2022, the company signed the cooperation framework agreement with the Management Committee of Hefei high tech Industrial Development Zone. The company plans to invest in the construction of a 12 inch MEMS manufacturing line project in Hefei high tech Zone (hereinafter referred to as "Hefei fab6"), and plans to build a 12 inch MEMS production line with a design capacity of 20000 pieces / month.
3. There is a close relationship between MEMS process development and wafer manufacturing
MEMS is a characteristic process in the integrated circuit industry. The MEMS business of the company adopts the mode of "process development + wafer manufacturing". MEMS process development business of the company refers to the development of product manufacturing process flow by using process technology reserves and project development experience to provide customized product manufacturing process for customers according to the chip design scheme provided by customers, with the goal of meeting product performance, realizing product "producibility" and balancing economic benefits; The company's MEMS wafer manufacturing business refers to providing customers with mass OEM production services of MEMS products after completing the process development of MEMS products and realizing the solidification of product design and production process.
As Beijing fab3 and Hefei fab6 are positioned as large-scale mass production lines, they can not fully meet the requirements of MEMS process development and wafer manufacturing with multiple varieties, small batch and high customization proposed by MEMS start-up design companies or mature design companies, Especially under the background that the license of the Swedish subsidiary of the company to provide MEMS production and manufacturing technical support to the Chinese subsidiary was rejected by the Swedish inspect of strategic products (ISP), the company needs to build an independent MEMS pilot line in China (including Huairou Fab7 this time), By providing process development and small batch OEM services, we can better reserve and import corresponding customers and products for the company's MEMS large-scale mass production line, and finally form a OEM service system that can support "internal circulation" and give consideration to "double circulation".
4. The company is trying to extend from MEMS wafer OEM to downstream MEMS packaging and testing
MEMS packaging and testing business is the extension and expansion of the MEMS industry chain based on the development trend of MEMS industry and the needs of its own development strategy and relying on the company's global leading competitive advantage in the field of MEMS OEM manufacturing. The company is able to provide advanced services such as MEMS industry and RF packaging and testing, which are closely related to the existing MEMS industry, and the company is able to provide advanced services such as MEMS packaging and testing, The huge and growing customer resources of MEMS industry can provide reliable support for the development of MEMS packaging and testing business and capacity digestion of the company in the future.
Compared with the packaging test of IC (integrated circuit), the packaging test of MEMS is faced with a device or system that needs to interact with the external environment. It has its uniqueness in many aspects, such as specificity, complexity, protection and reliability. On the whole, it is more complex and more difficult, MEMS packaging test therefore has higher added value. If the business is carried out smoothly, it will help to improve the profitability of the company; At present, the company has the core development elements of advanced packaging, master the primary process necessary for three-dimensional system integration such as TSV (silicon through hole), and has the industry-leading TSV insulation process and manufacturing platform; The company has a huge and growing MEMS customer base, has the technical R & D strength to expand MEMS packaging and testing business, and has a certain technical and personnel reserve.
5. The company's MEMS strategic layout is consistent with the scientific positioning of Huairou, Beijing
Focusing on the incubation of achievements in the five scientific directions of material, space, earth system, life and intelligence, Huairou Science City focuses on cultivating high-end industries such as science and technology service industry, new materials, life and health, high-end instruments and equipment, sensors and new energy, and constructs an innovation chain of "infrastructure - Basic Research - Applied Research - technology development - Achievement Transformation - high-end industries". Relying on the core resources of Huairou Science City's large-scale scientific devices and cross research platform, Huairou Science City Industrial Transformation Demonstration Zone will build a hard science and technology industrial park integrating R & D and office, pilot production and scientific and technological services, organically integrate the spatial resources of the old urban area, the industrial radiation of Huairou Science City and the surrounding ecological environment, and create the most intelligent square kilometer, Establish a new model of industry city integration and form a strategic highland of high-end instrument and equipment and sensor industry.
At present, Huairou District of Beijing is committed to building a special zone for high-end instrument equipment and sensor industry of "China's innovation and serving the world", cultivating industrial clusters and becoming a world-class pilot zone for high-end instrument equipment and sensors. Based on the company's role and positioning in the MEMS industry chain, Huairou District People's government welcomes the company's Huairou Fab7, MEMS Beijing Engineering Research Center, 8-inch wafer level sealing line and related projects to Huairou and provide all-round support.
3、 Main contents of the agreement
Party A: Huairou District Bureau of economy and information technology of Beijing Municipality
Party B: Beijing Haichuang Microchip Technology Co., Ltd
(I) cooperation content
1. Build 6 / 8-inch MEMS wafer pilot production line and R & D platform
Build a world-class 6 / 8-inch MEMS wafer pilot production line and R & D platform in the industrial transformation demonstration area of Science City, provide R & D support for the design, manufacturing and testing of MEMS sensors, and drive the agglomeration and development of MEMS sensor industry in Huairou District.
2. Build 8-inch wafer level packaging test scale mass production line
Build and operate 8-inch wafer level packaging test scale mass production line, build MEMS advanced packaging test capability, carry out research on advanced packaging manufacturing technology of MEMS devices, and establish
