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.
Shandong Tianyue advanced technology Co., Ltd
(No. 99, Tianyue South Road, Huaiyin District, Jinan City, Shandong Province)
Initial public offering and listing on the science and Innovation Board
Letter of intent
Co sponsor (lead underwriter)
No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone, No. 689, Guangdong Road, Shanghai
statement
Any decision or opinion made by CSRC and Shanghai Stock 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)
Number of shares issued 42971105 shares were issued to the public, accounting for 10% of the total share capital after issuance. This issuance is all new shares, and does not involve the public offering of shares by the original shareholders.
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 429711044 shares
Sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) , Haitong Securities Company Limited(600837)
Signing date of the prospectus: 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、 High customer concentration and main customer dependence risk
During the reporting period, the issuer's main products were semi insulating silicon carbide substrate products, and the sales amount and proportion of conductive silicon carbide substrate products were relatively small. Semi insulating silicon carbide substrate products are mainly used in the fields of new generation information communication and microwave RF. The concentration of downstream leading enterprises in related fields is relatively high, and there is a large demand for substrates.
During the reporting period, the revenue of the company's top five customers accounted for 80.15%, 82.94%, 89.45% and 91.68% of the operating revenue respectively, with high customer concentration. Among them, the revenue of the company's top two customers, customer a and customer B, accounted for relatively high, accounting for 55.68%, 65.96%, 78.75% and 65.74% respectively during the reporting period. Due to the limited production capacity of the company in the early stage, the above main customers are leading enterprises in the downstream industry, with high market share and good credit, and the products give priority to meeting the needs of existing customers.
During the reporting period, the revenue of the company's top two customers, customer a and customer B, continued to grow, of which the purchase quantity of customer B to the company increased rapidly. During the reporting period, the company's sales revenue to customer B accounted for 1.11%, 6.08%, 33.32% and 49.31% respectively. After customer B became a related party of the company, the transaction amount and proportion increased significantly. The increase in the procurement of the company's products by the above major customers is mainly the result of the superposition of many factors, such as the impact of Sino US trade friction on the global industrial chain, the company's product performance advantages to meet the strong import substitution demand for semi insulating silicon carbide substrates, and the continuous growth of the demand for silicon carbide substrates in downstream application fields driven by the development of semiconductor industry.
If the company does not expand its business by relying on the above customers in the future, or the expansion of new customers is less than expected, and it is unable to continuously obtain the qualified supplier certification and orders of existing main customers, or the cooperative relationship between the company and main customers is replaced by other suppliers, or if the business and procurement strategy of main customers of the company changes greatly in the future, Or the company loses its main customers due to its own reasons such as product quality, or there are major adverse changes in the current operation and credit status of the main customers, resulting in the company's inability to maintain its advantages in the supplier system of the main customers and to maintain its cooperative relationship with the main customers, which will have an adverse impact on the company's operation.
2、 There is a risk of gap between the company's product technology and global industry leaders
At present, there is no obvious gap in technical parameters between the company and global industry leading enterprises in the same size products, but there is still a certain gap with global leading enterprises in terms of mass production capacity launch time, large-size product supply and supply chain supporting.
Since the global industry leading enterprises started early in the field of silicon carbide, there is a gap between the company and the global industry leading enterprises in terms of mass production and launch time of silicon carbide substrates of various sizes: Taking the semi insulating silicon carbide substrate as an example, the global industry leading enterprises are more than 10 years and more than 7 years earlier than the issuer in terms of mass production time of 4-6 inch substrates; Up to now, the issuer does not have the mass production capacity of 8-inch substrate, and the global industry leading enterprises have the mass production capacity of 8-inch substrate on or before 2019.
In terms of the supply of large-size products, according to public information, the industry leader Kerui company can supply 4-6-inch conductive and semi insulating silicon carbide substrates in batches, and has successfully developed and started to build an 8-inch product production line. At present, the company's main products are 4-inch semi insulating silicon carbide substrates, and 6-inch semi insulating and 6-inch conductive substrates have been sold in small quantities, which still lags behind the global industry leaders. In terms of supply chain support, the company's product technology development is also affected by the supply of materials and equipment. Industry leading enterprises can make advance layout in combination with the technical development trend of upstream raw materials and equipment suppliers to achieve product technology breakthrough. Since the issuer started relatively late, and some raw materials and processing and testing equipment rely on foreign suppliers, it is relatively more difficult to make technological innovation. Therefore, there is still a certain gap between the issuer and industry leading enterprises in terms of the impact of supply chain support on product technology.
To sum up, the company still lags behind global leading enterprises in terms of mass production capacity, launch time, supply of large-scale products and supply chain supporting facilities. If the company cannot make up for the gap in product technology with global leading enterprises, it will have an adverse impact on the company's business expansion, revenue growth and sustainable operation. 3、 The change of national industrial policy has a great impact on the company's operation
The state has issued a series of policies to support and encourage the wide band gap semiconductor industry, such as the Guiding Catalogue for the first batch of application demonstration of key new materials (2019 Edition), the key special project of "strategic advanced electronic materials" in 2020, the 14th five year plan for national economic and social development of the people's Republic of China and the outline of long-term objectives in 2035.
At the same time, in order to prevent the risk of overheated investment in the semiconductor industry, the "guiding opinions of the State Council on promoting the healthy development of the integrated circuit industry" requires the implementation of project window guidance for key integrated circuit projects and strengthen the management of high-risk projects.
If the state reduces its support for the wide band gap semiconductor industry, or the state issues further restrictive industrial policies or window guidance, or the company's proposed investment projects are included in the regulatory scope of restrictive industrial policies, resulting in the company's inability to expand the production scale, it will have an adverse impact on the company's operation, sustainable profitability and growth. 4、 The high cost of silicon carbide substrate restricts the development of downstream applications
At present, the downstream industry has used the advantages of silicon carbide in high voltage, high temperature, high power and high frequency to develop a new generation of semiconductor devices. The downstream applications of silicon carbide substrate are mainly RF devices and power devices, and its downstream applications are developing well. It has been rapidly applied in 5g base station construction, radio detection, new energy vehicles and charging piles, and will be expanded in photovoltaic new energy, rail transit, smart grid and other industries. Silicon carbide has obvious advantages in manufacturing RF devices, power devices and other fields. However, in the field of RF devices and power devices, the bottleneck of market application of silicon carbide substrate is its high production cost. The restrictive factors affecting the cost of silicon carbide substrate lie in the slow production rate and low product yield, mainly due to the slow crystal growth rate and difficult defect control of the mainstream commercial PVT method.
Compared with the mature silicon wafer manufacturing process, silicon carbide substrate is still expensive in the short term. For example, at present, the price of silicon carbide power devices is still several times higher than that of silicon-based devices, and the downstream application fields still need to balance the relationship between the high price of silicon carbide devices and the reduction of comprehensive cost caused by the superior performance of silicon carbide devices, which limits the permeability of silicon carbide devices to a certain extent in the short term, making the cost reduction of silicon carbide materials even in some comparative advantage fields There are still great challenges in the feasibility and expected progress of promoting sales, resulting in the development of the whole industry not meeting expectations, which has an adverse impact on the operation of the issuer. 5、 The company has accumulated outstanding losses
During the reporting period, the company's net profits attributable to the owners of the parent company were -42.1396 million yuan, - 200.6836 million yuan, - 64.16132 million yuan and 47.908 million yuan respectively, and the company realized profits from January to June 2021; As of June 30, 2021, the cumulative undistributed profit of the company according to the consolidated criteria was -109.6729 million yuan, and the company had accumulated outstanding losses at the end of the latest period.
During the reporting period, the company's revenue increased year by year. The non profits in 2019 and 2020 were mainly due to the implementation of equity incentive and the recognition of high share based payment expenses. After deducting non recurring profits and losses, the company has realized profits in 2019 and 2020.
As the continuous research and development of silicon carbide materials requires a lot of investment, if the company's profitability decreases or losses due to continuous investment or continued equity incentive in the future, the company's accumulated outstanding losses may continue to be negative, and the company will not be able to distribute profits, which will have a certain adverse impact on the investment income of investors. 6、 Main financial information and operation after the audit deadline of financial report
(i) Overall operation
Between the audit deadline of the financial report and the signing date of the offering intention, the company's industry has not undergone major adverse changes, the company's business condition is good, the business model has not undergone major changes, the sales of the company's products and the procurement of main raw materials, the composition of main customers and suppliers, main core business personnel Tax policies and other major matters that may affect the judgment of investors have not changed significantly, and the overall operation is good.
（2） Main financial information after the audit deadline
The audit deadline of the company's financial report is June 30, 2021. Lixin certified public accountants reviewed the company's consolidated and parent company's balance sheet on September 30, 2021, consolidated and parent company's income statement, consolidated and parent company's cash flow statement and notes to relevant financial statements from January to September 2021, And issued the review report (Xin Hui Shi Bao Zi [2021] No. za15697).
As of September 30, 2021, the company's assets and liabilities are in good condition, with total assets of 2501311000 yuan, an increase of 1.35% over the end of the previous year; The owner's equity attributable to the parent company was 2186.2126 million yuan, an increase of 2.49% over the end of the previous year.
From January to September 2021, the company realized an operating revenue of 370103500 yuan, an increase of 29.91% over the same period of last year; The net profit attributable to the shareholders of the parent company was 53.5343 million yuan, an increase over the same period of last year; After deducting non recurring profits and losses, the net profit attributable to shareholders of the parent company was 22.9467 million yuan, an increase of 17.75% over the same period of the previous year. From January to September 2021, the net cash flow from the company's operating activities was 56.1405 million yuan, an increase of 139.2615 million yuan over the same period of the previous year. The growth of the company's revenue and profit is mainly due to the increase of the company's production capacity and sales scale from January to September 2021.
From July to September 2021, the company realized operating revenue of 12,2
