Stock abbreviation: Crystal Clear Electronic Material Co.Ltd(300655) Stock Code: 300655
Crystal Clear Electronic Material Co.Ltd(300655)
Crystal Clear Electronic Material Co.,Ltd.
168 Shanfeng Road, Hedong Industrial Park, Wuzhong Economic Development Zone, Suzhou
Gem issues stock prospectus to specific objects through simple procedures
(application draft)
Sponsor (lead underwriter)
(16-26 floors of Guosen Securities Co.Ltd(002736) building, No. 1012, Hongling Middle Road, Shenzhen)
December, 2021
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of this prospectus.
2. This prospectus is prepared in accordance with the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), standards for the content and format of information disclosure by companies publicly issuing securities No. 36 - prospectus and issuance report of shares issued by companies listed on the gem to specific objects, etc.
3. After the issuance of shares to specific objects in a simple procedure, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects through summary procedures.
4. This prospectus is the explanation of the board of directors of the company on the issuance of shares to specific objects through summary procedures. Any statement to the contrary is untrue.
5. Investors should consult their brokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. The matters described in this prospectus do not represent the substantive judgment, confirmation or approval of the examination and approval authority on the matters related to the issuance of shares. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this Prospectus have yet to be approved, approved or registered by the relevant examination and approval authority.
hot tip
The words or abbreviations in this part have the same meanings as those in the "interpretation" of this prospectus.
1、 The issues related to the issuance of shares to specific objects through summary procedures have been deliberated and adopted at the 38th meeting of the second board of directors, the 2020 annual general meeting of shareholders, the 51st meeting of the second board of directors, the 54th meeting of the second board of directors and the 55th meeting of the second board of directors. According to the provisions of relevant laws and regulations, the scheme of issuing shares to specific objects through simple procedures can only be implemented after being reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
2、 The objects of this issuance of shares are noan Fund Management Co., Ltd., Jinan Ruihe investment partnership (limited partnership), CAITONG Fund Management Co., Ltd., Goldman Sachs & Co.LLC and Guo Weisong. All investors subscribe for the shares issued by the company in cash.
3、 The total amount of funds to be raised in this issuance is 260000082.84 yuan, not more than 300 million yuan and not more than 20% of the net assets at the end of the latest year (the end of 2020); the net amount of funds raised after deducting relevant issuance expenses will be used for the following items:
Unit: Yuan
S / n project name total investment of the project proposed to raise funds this time
1. Technical transformation project of semiconductor grade high-purity sulfuric acid with an annual output of 90000 tons of ultra large scale integrated circuit 350143400.00193900000.00 of Yangheng chemical industry (phase II)
2. Supplement working capital or repay bank loans 66100082.8466100082.84
Total 416243482.84260000082.84
Note: the total investment of the project in the table only indicates that Yangheng chemical has an annual output of 90000 tons of semiconductor grade high-purity sulfuric acid technical transformation project for VLSI (phase II), with a production capacity of 60000 tons / year.
If the net amount of funds actually raised from the issuance of shares is less than the needs of the above-mentioned project plans to invest in the raised funds, the insufficient part shall be raised by the company itself. Before the funds raised in this offering are in place, the company can invest with self raised funds according to the actual progress of the project, and replace the self raised funds with the raised funds after the raised funds are in place.
4、 According to the subscription quotation of investors and in strict accordance with the procedures and rules for determining the issuance price, issuance object and number of allocated shares in the subscription invitation, the issuance price is determined to be 41.48 yuan / share.
The pricing benchmark date of this issuance is the first day of the issuance period (i.e. December 6, 2021). The issue price shall not be lower than 80% of the average trading price of the company's shares in the 20 trading days before the pricing base date. If the company's shares have ex rights and ex interests such as dividend distribution, share distribution, conversion of capital reserve into share capital between the pricing base date and the issue date, the issue price will be adjusted accordingly.
5、 The number of shares to be issued this time is 6268083, which does not exceed the upper limit specified in the resolution of the board of directors of the company and does not exceed 30% of the total share capital of the company before this issuance.
6、 After the completion of this offering, the shares subscribed by the offering object shall not be listed for trading within 6 months from the date of the end of the offering. The company's shares increased due to the company's share giving and the conversion of capital reserve into share capital after the end of this offering shall also comply with the above arrangement of the restricted sale period. After the end of the restricted sale period, it shall be implemented in accordance with the provisions of the CSRC, Shenzhen Stock Exchange and other relevant departments. If the national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the restriction period of issuing shares to specific objects, the company will adjust accordingly.
7、 In accordance with the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant provisions of the CSRC, The company has formulated the shareholder dividend return plan for the next three years (2020-2022). For details, please refer to "section VI profit distribution policy and implementation of the company" in this prospectus.
8、 According to the guiding opinions on matters related to diluting the immediate return of initial public offering, refinancing and major asset restructuring issued by the CSRC, the company has analyzed whether to dilute the immediate return of this offering and promised corresponding filling measures, For details, see "I. commitment made by the board of directors to the diluted immediate return of this offering and specific measures to fulfill the return filling" in "statement of the board of directors of the issuer" in "Section VII statement related to this offering" of this prospectus.
9、 The accumulated undistributed profits before the issuance shall be shared by the new and old shareholders after the issuance according to the proportion of shares after the issuance.
10、 The completion of this offering will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it lead to the company's equity distribution not meeting the listing conditions.
11、 The company specially reminds investors to pay full attention to the following major matters, carefully read the relevant contents of "section V risk factors related to this offering" in this prospectus, and pay attention to investment risks:
(i) Market demand fluctuation risk
The company's leading products include ultra clean and high-purity reagents, photoresists, supporting materials, lithium battery materials and basic chemical materials. The company's products are widely used in semiconductor, photovoltaic Cecep Solar Energy Co.Ltd(000591) battery, led, flat panel display, lithium battery and other electronic information industries, and are specifically applied to the process links of downstream electronic information products, such as cleaning, lithography, development, etching, film removal, slurry preparation and so on. The development of the company is closely related to the development of downstream industries such as semiconductor, photovoltaic Cecep Solar Energy Co.Ltd(000591) battery, led, flat panel display and lithium battery. Major changes in industrial policies and market demand of downstream industries will cause fluctuations in the company's revenue and profits and the risk of decline in the company's performance.
（2） Market competition risk
As a national key industry, microelectronic chemicals industry has emerged some enterprises with strong competitiveness and similar to some of the company's products, including Xilong Scientific Co.Ltd(002584) , Jilin Sino-Microelectronics Co.Ltd(600360) , Shanghai Sinyang Semiconductor Materials Co.Ltd(300236) . In the future, with the rapid development of China's Microelectronic chemicals market, it is not ruled out that there are certain technology accumulation, large capital scale Relevant enterprises with strong market appeal enter the microelectronics and chemicals industry. Therefore, the company may face more fierce market competition, thus weakening the company's profitability.
（3） Safety production risk
Some products of microelectronic chemicals are hazardous chemicals, precursor chemicals or explosive chemicals, which are flammable, explosive and corrosive. There are certain safety risks in the process of R & D, production, storage and transportation. Improper operation will cause safety accidents such as personal safety and property loss. To this end, the state has issued laws and regulations such as the production safety law, the regulations on the safety management of hazardous chemicals and the measures for the implementation of the safety production license of hazardous chemical production enterprises, which strictly stipulates the production and operation of chemical reagent enterprises. The company cannot completely eliminate the risk of production safety accidents caused by improper operation, equipment failure or other accidental factors in the process of production and operation. Once a production safety accident occurs, it will have an adverse impact on the company's production and operation.
（4） Environmental risk
The production process of the company's products is mainly physical purification purification process and formula mixing process, with a small amount of synthetic process. Due to the technical characteristics of the process, there is less pollution in the production process, but there is still a small amount of "three wastes" discharge. With the increasing improvement of national environmental pollution control standards and the improvement of main customers' requirements for supplier product quality and environmental control, the company's environmental control cost will continue to increase; At the same time, environmental protection accidents may occur due to the failure of environmental protection facilities and the leakage of pollutants, which will also have an adverse impact on the company's future production and operation. If the requirements of industrial policy and environmental policy are more stringent, it will affect the development of some production work of the company, and then affect the future income of the company.
（5） Quality control risk
The company's main products are the key electronic materials for the development of modern microelectronic industry. Customers put forward strict requirements for the stability and other technical indicators of microelectronic chemical products. The quality of the company's above products will directly affect the company's image and customer trust. Because there are many process links involved in the production process of the company's products, if the above links are not properly controlled, it may have a certain impact on the product quality and have an adverse impact on the company's image and operation.
（6） Raw material price fluctuation risk
There are many kinds of raw materials required for the company's production, which are scattered. They are mainly basic chemical raw materials, and the market supply is sufficient. However, affected by the prices of relevant products in crude oil, coal, mining, metallurgy, grain and other industries and national environmental protection policies, the price fluctuation of raw materials will have a certain impact on the company's production and operation.
（7） Supplier change risk
In each period of the reporting period, suppliers are relatively concentrated. The company has established a relatively stable cooperative relationship with existing major suppliers through long-term cooperation, but in the future, if major suppliers cannot meet the company's business needs in terms of product and service quality, timeliness and sufficiency of supply, or the price of products and services increases due to changes in the market environment or their own factors, It will have a certain impact on the business performance of the company in a short time.
（8） The epidemic situation may lead to the risk of business operation
Since the outbreak of covid-19 in early 2020, the company's business has been affected to a certain extent due to the weakening of economic activities, the reduction or delay of population mobility, large-scale shutdown of enterprises and other factors. The company has taken positive measures to deal with it, but the epidemic still has a certain impact on the performance of the company in the first half of 2020. At present, the impact of covid-19 epidemic on the company has been basically controlled, but if there are significant adverse changes in the development trend of subsequent epidemic, it may have an adverse impact on the production, operation and performance of the company.
（9） The upgrade of "dual control of energy consumption" policy may lead to the risk of adverse impact on the company's production and operation
Recently, several provinces across the country have successively issued the "dual control of energy consumption" policy to limit power and production for some enterprises. Electric power is the necessary energy for the company's production and operation. Insufficient power supply will directly affect the actual output of the company's products, thus adversely affecting the company's sales. Recently, Yangheng chemical has been affected by power and production restriction to a certain extent, Crystal Clear Electronic Material Co.Ltd(300655) and Suzhou Ruihong have been less affected. The company has responded through measures such as dynamic adjustment of product production. At present, the impact of the "dual control of energy consumption" policy on the company's operation is generally controllable and will not have a significant adverse impact on the implementation of the raised investment project. If the policy of "dual control of energy consumption" is further upgraded in the future and the power and production restriction of the local government where the park is located is further strengthened, it may have an adverse impact on the production and operation of the company. In addition, the power and production restriction of upstream suppliers and downstream customers may also have a certain impact on the company's business development and operating performance, reminding investors to pay attention to the above risks.
（10） Risk of bad debt of accounts receivable
At the end of each reporting period, the net accounts receivable of the company were 251834800 yuan, 236949300 yuan, 307418900 yuan and 337925200 yuan respectively, and the proportion of net accounts receivable in the current operating income was 31.06%, 31.35%, 30.07% and 25.82% respectively. Although the balance of accounts receivable at the end of each reporting period and its proportion in the operating revenue are large, most of the company's customers are well-known enterprises in the semiconductor, photovoltaic Cecep Solar Energy Co.Ltd(000591) , led, flat panel display and lithium battery manufacturing industries, which have maintained long-term cooperative relations with the company, have high customer credibility, and the proportion of the company's accounts receivable within one year is more than 85%, and the quality of accounts receivable is good. If the downstream industry fluctuates under the influence of industrial policies, market competition and other factors, and the customer is unable to pay the payment in time or unable to pay for the goods due to various reasons, the company will face bad debt losses of accounts receivable.
(XI)
