After this stock issuance, it is planned to be listed on the science and innovation board market, which has high investment risk. Kechuang board company has the characteristics of large R & D investment, high operation risk, unstable performance and high delisting risk, and investors are facing great market risk. Investors should fully understand the investment risks of the science and innovation board market and the risk factors disclosed by the company, and make investment decisions prudently. Triduct Technology (Suzhou) Inc
(unit 133, phase 1, International Science Park, No. 1355, Jinjihu Avenue, Suzhou Industrial Park)
Letter of intent for initial public offering and listing on the science and Innovation Board
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
Statement and commitment
Any decision or opinion made by the CSRC and the exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and integrity of the registration application documents and the information disclosed, nor do they indicate that they make substantive judgment or guarantee on the profitability, investment value of the issuer or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, the issuer shall be responsible for the changes in the operation and income of the issuer after the shares are issued according to law; Investors independently judge the investment value of the issuer, make investment decisions independently, and bear the investment risks caused by changes in the operation and income of the issuer or changes in the stock price after the shares are issued according to law. The issuer and all directors, supervisors and senior managers promise that the prospectus and other information disclosure materials are free from false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their authenticity, accuracy and completeness.
The controlling shareholder and actual controller of the issuer promise that there are no false records, misleading statements or major omissions in this prospectus, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. The person in charge of the company, the person in charge of accounting and the person in charge of accounting institutions shall ensure that the financial and accounting materials in the prospectus are true and complete.
The issuer and all directors, supervisors, senior managers, controlling shareholders, actual controllers, sponsors and underwriting securities companies promise to compensate investors for losses in securities issuance and trading due to false records, misleading statements or major omissions in the issuer's prospectus and other information disclosure materials.
The sponsor and the securities service institution promise to compensate the investors for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer's public offering.
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued this time is 20 million, accounting for 25.00% of the total share capital after issuance. This offering does not involve over allotment option.
The par value of each share is RMB 1.00
Issue price per share [] yuan
Expected issue date: December 31, 2021
Stock exchanges and plates to be listed Shanghai Stock Exchange science and Innovation Board
The total share capital after issuance is 80 million shares
Sponsor (lead underwriter) Haitong Securities Company Limited(600837)
Date of signature: December 23, 2021
Tips on major events
The company specially reminds investors to pay attention to the following matters and risks of the company and this offering, and invites investors to carefully read the text of this prospectus. 1、 Remind investors to pay special attention to "risk factors"
The company reminds investors to pay special attention to the following risks in the "risk factors" and carefully read all the contents in "section IV Risk Factors" of this prospectus. (i) There is a risk of business structure fluctuation in the company's access network business field, and there is a risk that company a's termination of cooperation with the company's access network field will have an adverse impact on the company's business
The company's access network chip and solution business consists of access network chip, access network equipment and access network technology development services. The three parts of business are derived from the company's accumulation of access network chip and gateway platform technology. During the reporting period, affected by the market demand, market expansion and the acceptance cycle of technology development service projects, the business structure of the company's access network chip and solution has changed from focusing on access network chip business to focusing on access network equipment and access network technology development services, In 2018, the proportion of access network chip business to the total business revenue of access network chips and solutions was 70.64%. In 2019, 2020 and January June 2021, the total proportion of access network equipment and access network technology development service business to the total business revenue of access network chips and solutions was 66.92%, 86.58% and 60.12% respectively. In the future, affected by the market demand, market expansion and acceptance cycle of technology development service projects of access network chips, terminal equipment and access network technology development services, there is a risk of fluctuation in the business structure of access network field.
The company and company a have cooperation in chip R & D and technology authorization procurement in the access network field. Based on their respective technical advantages, the company and company a cooperate in the research and development of access network terminal chips. Among them, company a is mainly responsible for digital front-end design, and company a is mainly responsible for analog front-end design and SoC platform integration. According to the contract between both parties, all the chips and intellectual property rights of the development results produced by the joint development, the intellectual property rights of DFE developed by the company belong to both parties, and company a and its affiliates have the right to implement or entrust a third party to implement the company's background intellectual property rights free of charge; The company agrees to authorize the company's brand to company a for free; From 2018 to 2020, the company's third-generation access network chips were manufactured by company a and supplied under the company's brand. The company purchased the finished products of the third-generation chips from company A. in 2021, the company completed the re streaming of vspm340 and vspm350 chips by itself and no longer purchased from company A. The vspm350 chip jointly developed by both parties will be mass produced in 2020 and achieve an operating revenue of 53300 yuan. From January to June 2021, The company realizes vspm350 chip The sales revenue (including wafers) is 3.2995 million yuan. According to the chip cooperation agreement, company a has the right to terminate the contract at any time after notifying the company in writing. After the termination of the contract, the company shall immediately stop selling and provide the agreement chip to any third party. In addition, during the research and development of the access network terminal equipment, the company purchased customer orders on Web pages, key settings, etc. from company A Technical authorization of customized software. Company a is the world's leading communication infrastructure provider. In recent years, the U.S. government has taken various measures such as "entity list" and "network purification plan" to suppress China's communication, Internet and other related enterprises, and the relevant suppression policies will have an adverse or potentially adverse impact on company A, If company a terminates its cooperation with the company in the field of access network due to strategic adjustment and other factors in the future, it will have a significant adverse impact on the company's business and business operation. （2） The company's chip layout design business has a certain risk of dependence on company A
In the field of chip layout design, the company's chip layout design service revenue mainly comes from company A. From January to June in 2018, 2019, 2020 and 2021, the company provided chip layout design services to company a, accounting for 100.00%, 99.56%, 95.79% and 95.96% of the company's chip layout design service revenue respectively, which is dependent on company A. If company a terminates its cooperation with the company in the field of chip layout design due to strategic adjustment and other factors in the future, it will have a significant adverse impact on the company's business and business operation. （3） The power line carrier communication chip business of the company is facing fierce market competition and there is a risk of decline in market share
The company's market competition risk mainly comes from the business field of power line carrier communication chips and solutions. The company's power line carrier communication chip and solution business is mainly for HPLC chip solution providers of State Grid and China Southern Power Grid. At present, Zhixin micro and Hisilicon occupy the main market share of HPLC chip solution, while the other companies have relatively small shares and fierce competition. According to the global table, in 2018, 2019 and 2020, the market shares of smart chip micro were 67.30%, 68.06% and 63.56% respectively, and the market shares of Hisilicon semiconductor were 10.40%, 9.69% and 12.21% respectively. The customer HPLC chip solutions supported by the company accounted for 6.27%, 6.58% and 8.31% respectively in the State Grid, and there is still a large gap compared with smart chip micro.
If the company cannot correctly grasp the market dynamics and industry development trend, cannot timely carry out technology and product innovation according to customer needs, and fails to timely expand new customers in the case of intensified competition in the field of power grid power consumption information collection, the company's industry status, market share and business performance may be adversely affected. （4） During the cooperation between the company and China Guangdong Internet, there are risks of changes in business structure, customer structure and business model, as well as the decline of gross profit margin of access network chip sales
Based on the continuous accumulation of the company's access network technology and driven by the downstream market demand, the company's access network business has added customers such as China Guangdong Internet, Shenzhen Daxin and Xi'an leiye since the second half of 2020. Among them, the company provides access network related technical licensing services to China Guangdong interconnection, and sells access network wafers to Shenzhen Daxin and Xi'an leiye. Shenzhen Daxin and Xi'an leiye are designated customers of China Guangdong interconnection. After purchasing from the company, they are sold to downstream communication equipment manufacturers and distribution customers of the company. In 2020, the company achieved sales revenue of 32 million yuan to China Guangdong Internet. From January to June 2021, the company achieved sales revenue of 50 million yuan, 37.1777 million yuan and 4.2307 million yuan to China Guangdong Internet, Shenzhen Daxin and Xi'an leiye respectively. As of June 30, 2021, the company's on hand orders to China Guangdong Internet, Shenzhen Daxin and Xi'an leiye were RMB 117.2374 million, RMB 460.7418 million and RMB 228.6319 million respectively, with a large amount of on hand orders.
In the future, with the gradual mass production of the company's access network chip products and the increase of shipments to China Guangdong Internet and its designated customers, as well as the successive acceptance of China Guangdong Internet technology licensing projects, the company's sales revenue to China Guangdong Internet and its designated customers and its proportion in the company's operating revenue may increase significantly, And drive the company's access network business segment to significantly increase the proportion of the company's operating revenue, resulting in the risk of changes in the company's business structure and customer structure. In addition, according to the chip technology use authorization contract signed between the company and China Guangdong Internet, the company will sell chips or wafers to China Guangdong Internet or its designated customers at the cost price multiplied by the sales price excluding tax of 1.05. Therefore, with the increase of sales, the overall gross profit margin of the company's access network chip sales is at risk of decline.
If the operation of China Broadcasting Internet and its designated customers deteriorates in the future, or the purchase demand from the company changes significantly, it will have an adverse impact on the company's operating performance and stability. （5） International trade friction risk
In recent years, international trade frictions have continued. Some countries try to restrict the development of China's related industries, including the semiconductor industry, through the means of trade protection. The international situation is changing rapidly, and the semiconductor industry, as a global professional division of labor, overseas enterprises occupy a large market share in semiconductor IP, EDA tools, semiconductor materials and equipment. Once the company's business is limited, suppliers are unable to supply or customer procurement is constrained due to international trade friction, The company's production and operation will be significantly adversely affected.
During the reporting period, the company's overseas business mainly came from the access network network chip and terminal equipment sales business, and overseas direct customers and distributors were mainly distributed in the UK, China Hongkong region and Taiwan, China. The changes in sales in various regions are mainly caused by the competition pattern of downstream access network equipment manufacturers, and trade friction has no impact on the company's sales revenue. However, in the future, adverse changes in the trade policies of these countries or regions will have an adverse impact on the company's operating performance. （6） The company's self-organization of film production and mass production leads to the increase of early-stage investment and prepayment. The change of production mode will expose the company to the risk of performance decline due to the increase of R & D investment
During the reporting period, the chips developed by the company in cooperation with company a were produced by company a, from which the company purchased finished chips. Since 2020, the company has started to organize the streaming and mass production of vspm340 and vspm350 chips by itself. At present, the WiFi chips and office end chips under research by the company have also started streaming and mass production, which has increased the amount of R & D and procurement IP and the cost of streaming. As of June 30, 2021, The company's access network business actually paid 40.8438 million yuan for IP procurement due to the chip's self streaming, and the actual streaming cost was 120.5221 million yuan, resulting in a significant increase in the company's early investment in R & D. At the same time, under the current tight production capacity in the industry, the company's advance payment for wafers to wafer manufacturers has increased significantly in order to lock in production capacity. As of December 31, 2020, the company's advance payment for wafers to Shanghai Haogu integrated circuit technology Co., Ltd. and Semiconductor Manufacturing International Corporation(688981) was RMB 100.8117 million, making the company's advance payment much higher than RMB 1.9604 million at the end of 2019, With the increase of purchase orders, the company's prepayment to the aforementioned wafer manufacturers further increased to RMB 316.9976 million on June 30, 2021.
The company's self-organized production and mass production lead to the increase of early investment and prepayment, resulting in the increase of R & D expenses. If the future revenue growth of the company cannot cover the increase of R & D expenses, the company will have the risk of decline in operating performance. 2、 Company reason
