Securities code: 688135 securities abbreviation: Guangdong Leadyo Ic Testing Co.Ltd(688135) Guangdong Leadyo Ic Testing Co.Ltd(688135)
(No. 2, Mowu Xinfeng East 2nd Road, Wanjiang street, Dongguan City, Guangdong Province)
Issue A-Shares to specific objects in 2021
Issuance scheme demonstration and Analysis Report
(Revised Version)
Guangdong Leadyo Ic Testing Co.Ltd(688135) (hereinafter referred to as ” Guangdong Leadyo Ic Testing Co.Ltd(688135) ” or “company”) is a company listed on the science and Innovation Board of Shanghai Stock Exchange. In order to meet the capital needs of the company’s business development and enhance the company’s capital strength and profitability, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”) and other relevant laws and administrative regulations According to the provisions of departmental regulations or normative documents and the articles of association, the company has prepared the demonstration and analysis report (Revised Version) on the issuance scheme of A-Shares to specific objects in 2021. Unless otherwise specified in this demonstration and analysis report, relevant terms have the same meaning as in the plan for issuing A-Shares to specific objects in Guangdong Leadyo Ic Testing Co.Ltd(688135) 2021 (Revised Draft). 1. The background of issuing shares to specific objects (I) the global IC industry is transferring to Chinese mainland, and the market of IC test is bright.
As the foundation of the global information industry, integrated circuit has experienced more than 60 years of rapid development and has become the cornerstone of the world’s electronic information technology innovation. According to Frost & Sullivan’s data, the global integrated circuit market reached 330.35 billion US dollars in 2019 and is expected to reach 414.95 billion US dollars in 2024, with huge market space. In the course of industrial transfer, the global IC has undergone the first shift from the us to Japan in 1970s, and the second shift to South Korea and Taiwan, China in 1980s. At present, the global IC industry is starting to transfer the third industry, that is, to the Chinese mainland. The first two industrial transfers that have been completed have driven the development of the integrated circuit industry in the transferred country. IC design, wafer manufacturing, chip packaging, integrated circuit testing and other links have made significant progress, and finally realize the overall development of the whole industrial chain. Therefore, with the deepening of the third industrial transfer, China’s integrated circuit market will accelerate its growth. According to the statistics of China Semiconductor Association, from 2011 to 2020, the sales scale of China’s integrated circuit market increased from 157.2 billion yuan to 884.8 billion yuan. In the future, with the continuous development and application of 5G communication, Internet of things, AI, cloud computing, automotive electronics and other technologies, the IC industry in Chinese mainland will continue to develop rapidly. Under the background of the continuous growth of the market scale of integrated circuit industry and the increasingly refined industrial division of labor, integrated circuit testing, as an indispensable and important link in the industrial chain, will also meet the huge market space of continuous growth. (II) national policies help the development of China’s integrated circuit industry
The state attaches great importance to the integrated circuit industry and has formulated a series of supporting policies. The outline for promoting the development of the national integrated circuit industry issued by the State Council in 2014 emphasizes that “the integrated circuit industry is the core of the information technology industry and a strategic, basic and leading industry supporting economic and social development and ensuring national security”. In 2020, the State Council issued several policies for promoting the high-quality development of integrated circuit industry and software industry in the new era, which introduced eight policies and measures in finance and taxation, investment and financing, R & D and development, import and export, so as to further optimize the development environment of integrated circuit industry, encourage the development of integrated circuit industry and guide more funds Resources and talents enter the integrated circuit industry. In addition, a series of national and local industrial policies such as the 13th five year plan for the development of national strategic emerging industries and the guide for the development of information industry have been gradually introduced, which provides a good institutional and policy guarantee for the healthy development of the industry. At the same time, it provides a strong legal guarantee and policy support for the operation and development of the issuer, which has a positive impact on the operation and development of the issuer, It has created a good business environment for enterprises. (III) the issuance meets the requirements of the company’s development strategy
Guangdong Leadyo Ic Testing Co.Ltd(688135) as a well-known independent third-party integrated circuit testing service provider in China, it has always focused on the field of integrated circuit testing. Its main business includes integrated circuit testing scheme development, wafer testing services, chip finished product testing services and supporting services related to integrated circuit testing. The funds raised in this offering are mainly used for Dongcheng Guangdong Leadyo Ic Testing Co.Ltd(688135) integrated circuit test project and supplementary working capital. Focusing on the company’s main business, it is conducive to improving the company’s chip test supply capacity and meets the requirements of the company’s core development strategy. 2、 The necessity of this issuance of securities and its variety selection (I) types and par value of issued shares
The type of shares issued to specific objects this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. (II) necessity of this issuance of securities
1. Enhance the company’s chip test supply capacity and enhance the market share
In recent years, China’s semiconductor industry has developed rapidly and is fiercely competitive. Taiwan, Semiconductor Manufacturing International Corporation(688981) , Huahong Hongli and Changjiang storage enterprises have invested heavily in the Chinese mainland. Changjiang storage completed mass production of 32-layer 64GB 3dnandflash by the end of 2018; Hefei Changxin officially put 8GB lpddr4 into operation in the third quarter of 2019; TSMC announced in 2021 that it had approved a capital budget of US $2.887 billion and planned to build 40000 pieces of 28nm capacity in Nanjing plant. The construction and operation of wafer manufacturers brings the actual demand for IC packaging and testing. At the same time, packaging and testing companies are also expanding and building factories to seize the market. The company’s raised investment project is conducive to strengthening the company’s chip test supply capacity to meet the rapidly growing market demand and further improve the company’s core competitiveness and market share.
2. Strengthen the independent third-party chip testing platform and enhance the company’s brand influence
In recent years, China’s integrated circuit industry chain has gradually developed and improved, but the IC testing link is still relatively weak compared with IC design, manufacturing and packaging. When electronic products enter the era of high-performance CPU and DSP, compared with the rapidly developing IC design industry, the development of China’s IC testing industry lags behind, which restricts the development of China’s integrated circuit industry to a certain extent. At present, there are few enterprises in China that can provide independent professional chip testing services and have a certain scale, which is difficult to meet the growing needs of IC design companies for verification analysis and mass production testing. It has gradually become one of the bottlenecks in the development of China’s integrated circuit industry. The products of many high-quality chip design companies in China complete testing services abroad. Taiwan, a relatively developed industry in China, has many listed companies that provide professional testing services, such as Jingyuan electronics, silicon grid, Xin Quan, etc. At present, Jingyuan electronics, the world’s largest third-party professional chip testing company, was established in 1987 and achieved an operating revenue of about 6.759 billion yuan in 2020. The issuer achieved an operating revenue of 253 million yuan in 2020, which is much smaller than that of Jingyuan electronics.
Therefore, according to the law and trend of the development of integrated circuit industry, with the vigorous development of integrated circuit design, manufacturing and packaging industry and the gradual improvement of localization rate, Chinese professional testing manufacturers will also increase investment, so as to improve China’s industrial chain structure and form the industrial cluster effect in the subdivided field of testing specialty, so as to meet the rapid growth of domestic chips Changing and innovative testing service needs.
As an independent and professional third-party chip testing enterprise, the company continues to introduce advanced high-end equipment and technical talents through the implementation of this fund-raising project, which will effectively promote the improvement of the company’s testing ability, expand its influence in the industry and build the company into a well-known third-party testing brand.
3. Meet the company’s working capital needs and improve the company’s anti risk ability
With the further expansion of the company’s business scale in the future, the company’s demand for working capital is rising. Therefore, it is necessary to have sufficient working capital to support the company’s operation, so as to lay a foundation for the company to further expand its business scale and improve its profitability. By issuing shares to specific objects and taking advantage of the role of the capital market in resource allocation, the company will enhance its capital strength, improve its capital structure, expand its business scale, improve its anti risk ability and sustainable operation ability, and promote the sustainable and stable development of the company.
In conclusion, it is necessary for the company to raise funds by issuing shares to specific objects this time. 3、 Appropriateness of the selection scope, quantity and standard of this issuance object (I) appropriateness of the selection scope of this issuance object
The issuing objects of this issuance to specific objects are no more than 35 (including 35) specific objects in accordance with laws and regulations, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors, natural persons or other qualified investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
After the issuance is approved by Shanghai Stock Exchange and approved and registered by China Securities Regulatory Commission, the final issuing object of this issuance to specific objects will be listed by the board of directors or the person authorized by the board of directors within the scope of authorization of the general meeting of shareholders according to the subscription quotation of this Issuance in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities, It shall be determined through negotiation with the lead underwriter in the form of bidding and in accordance with the principle of price priority.
The selection scope of this issuance object complies with the relevant provisions of laws and regulations such as the measures for the administration of registration, and the selection scope of issuance object is appropriate. (II) appropriateness of the number of objects of this issuance
The number of issuing objects of this issuance shall not exceed 35 (including 35). The number of issuing objects shall comply with the provisions of registration management measures and other relevant laws and regulations, and the number of issuing objects shall be appropriate. (III) appropriateness of the standards for the objects of this issuance
The issuing object should have certain risk identification ability and risk bearing ability, and have corresponding capital strength. The standards of the objects of this issuance comply with the relevant provisions of laws and regulations such as the measures for the administration of registration, and the standards of the objects of this issuance are appropriate.
4、 Rationality of pricing principle, basis, method and procedure of this offering (I) pricing principle and basis of this offering
The issuance of shares to specific objects adopts inquiry issuance. The issuance price of shares to specific objects is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date, and the pricing benchmark date is the first day of the issuance period. The calculation formula of the above average price is: the average price of stock transactions in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date / the total amount of stock transactions in the 20 trading days before the pricing benchmark date.
During the period from the pricing base date of this issuance to the issuance date, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance reserve price of this issuance will be adjusted accordingly. The adjustment method is as follows:
Distribution of cash dividend: P1 = p0-d share distribution or share capital increase: P1 = P0 / (1 + n)
Cash distribution and share distribution or share capital conversion: P1 = (p0-d) / (1 + n)
Among them, P0 is the issuance reserve price before adjustment, D is the cash dividend distributed per share, n is the number of shares given or converted into share capital per share, and the issuance reserve price after adjustment is P1.
The final issue price will be determined by the board of directors or the person authorized by the board of directors of the company within the scope of authorization of the general meeting of shareholders according to the application and quotation of the issuing object in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the issuance is reviewed and approved by the Shanghai Stock Exchange and the registration decision is made by the CSRC, In the form of bidding, it shall be determined through negotiation with the lead underwriter in accordance with the principle of price priority, but not lower than the above-mentioned issuance reserve price. (II) the pricing method and procedure of this offering are reasonable
The pricing methods and procedures of this offering are in accordance with the relevant provisions of the registration management measures and other laws and regulations. The company held a board of directors and disclosed the relevant announcements on the website of the exchange and the information disclosure media designated by the CSRC, which have been submitted to the general meeting of shareholders of the company for deliberation.
The pricing method and procedure of this offering comply with the relevant provisions of laws and regulations such as the registration management measures, and the pricing method and procedure of this offering are reasonable.
To sum up, the pricing principles, basis, methods and procedures of this offering comply with the requirements of relevant laws and regulations, and the compliance is reasonable. 5、 Feasibility of this issuance (I) this issuance meets the issuance conditions stipulated in the securities law
The company has not adopted the methods of advertising, public persuasion and disguised disclosure in this offering, which is in line with the provisions of paragraph 3 of Article 9 of the securities law. (II) the issuance plan complies with the relevant provisions of the registration management measures
The company does not violate Article 11 of the registration management measures:
“(I) arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
(II) the preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The last year’s financial and accounting report has been issued with qualified audit report, and the material adverse impact of the matters involved in the qualified opinion on the listed company has not been eliminated. Except that this issuance involves major asset restructuring;
(III) the current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
(IV) the listed company and its current directors, supervisors and senior managers are being investigated by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations;
(V) the controlling shareholders and actual controllers have committed major illegal acts that seriously damage the interests of listed companies or the legitimate rights and interests of investors in the past three years;
(VI) major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests in the past three years. “
In addition, the use of the company’s raised funds complies with the relevant provisions of Article 12 of the registration management measures:
“(I) businesses that should be invested in the field of scientific and technological innovation;
(II) comply with national industrial policies and relevant environmental
