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.
Guangdong Xidi Microelectronics Co., Ltd
Halo Microelectronics Co.,Ltd.
Core area of qiandenghu venture capital town, No. 6, Guilan North Road, Guicheng Street, Nanhai District, Foshan City
Self numbered eight seat (A8) unit 305-308
Joint sponsor (lead underwriter) of the letter of intent for initial public offering and listing on the science and Innovation Board
China (Shanghai) pilot Free Trade Zone Deputy lead underwriter, 27th floor and 28th floor, tower 2, international trade building, No. 8, Puming Road, 1 Jianguomenwai street, Chaoyang District, Beijing
1089 dongdaming Road, Hongkou District, Shanghai
Unit 2301
Overview of this offering
1、 Type of shares issued: RMB ordinary shares (A shares)
2、 Number of shares issued the number of shares issued by the issuer this time is 40.01 million, accounting for 10.00% of the total share capital after this issuance, which does not involve the public offering of shares by shareholders
3、 The par value of each share is RMB 1.00
4、 The issue price per share is RMB [*]
5、 Expected issue date: January 11, 2022
6、 Stock exchanges and plates to be listed Shanghai Stock Exchange science and Innovation Board
7、 The total share capital after issuance is 40001 million shares
8、 Sponsor (lead underwriter) Minsheng Securities Co., Ltd., China International Capital Corporation Limited(601995)
9、 Signing date of the prospectus: December 31, 2021
Issuer statement
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 actual controller of the issuer undertakes that there are no false records, misleading statements or major omissions in this prospectus, and shall 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, all directors, supervisors, senior managers, the actual controller of the issuer, the sponsor and the underwriting securities company promise to compensate the investors for the losses incurred in the securities issuance and trading due to the 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.
Tips on major events
The issuer reminds investors to pay special attention to the following matters and risks of the company's issuance, and carefully read the text of the prospectus. 1、 Important commitments related to this offering
The issuer and its shareholders, actual controllers, directors, supervisors, senior managers, core technicians, sponsors and securities service institutions of this offering have made relevant commitments on this offering. For the specific contents of relevant commitments, see "VI. important commitments and performance related to this offering and listing" in "section 10 investor protection" of this prospectus for details. 2、 Special risk tips
The company specially draws investors' attention to the following risks in "section IV Risk Factors" of this prospectus: (I) the risk of not making profits and accumulated unrecovered losses
In 2018, 2019, 2020 and January June 2021, the issuer's net profits were -5.384 million yuan, - 9.5752 million yuan, - 144.8725 million yuan and 19.1749 million yuan respectively, and had not realized profits in the latest year; As of June 30, 2021, the amount of undistributed profits of the issuer was -53.3498 million yuan, with accumulated outstanding losses.
The main reasons for the company's continuous loss during the reporting period include: (1) there is a certain verification and trial period for product promotion, the sales scale presents a gradual rising process, and it will take some time for the company's revenue scale to reach a high level. In 2018, 2019, 2020 and January June 2021, the company's operating revenue was 68.1632 million yuan, 115.3189 million yuan and 228388600 yuan and 218575900 yuan, with a compound annual growth rate of 83.05% from 2018 to 2020, an increase of 185.75% from January to June 2021 compared with the same period of the previous year (the financial data from January to June 2020 in the same period of the previous year were Unaudited); (2) Chip design needs to upgrade and expand the product line through continuous R & D investment. During the reporting period, the company invested a lot in R & D, resulting in high R & D expenses. In 2018, 2019, 2020 and January June 2021, the proportion of R & D expenses in business income after deducting share based payment expenses reached 20.52%, 27.20%, 34.70% and 26.07% respectively; (3) In 2018, 2019, 2020 and January to June 2021, the company was due to equity incentive and other reasons respectively
The confirmed share based payment expenses are RMB 505000, RMB 8065200, RMB 139070700 and RMB 21763100, and the net profits after deducting the share based payment expenses are RMB -487900, - 1510100, - 58018000 and RMB 4093800 respectively.
The growth of the company's operating revenue is affected by more complex internal and external factors. If it cannot grow or even decline as planned in the future, the company will not be able to give full play to the scale effect of its operation, there may be continuous losses and will face the risk that the revenue cannot grow as planned. With the continuous development of the company in the field of analog chips, the company needs to invest more resources in technology and product R & D. if the company makes major mistakes in judging the future R & D direction, there is a risk of large R & D expenditure, R & D failure and products or services can not be recognized by customers; If the company continues to suffer losses and is unable to finance through external channels, it will result in tight cash flow, which will have a negative impact on the company's business development, talent introduction, team stability, R & D investment and market development; It is expected that after the IPO and listing, the company will not be able to pay cash dividends in the short term, which will have a certain adverse impact on the investment income of shareholders; The company cannot guarantee to make profits in the next few years, and may also face the risk of delisting after listing. （2） Risk of product R & D and technological innovation
The company's analog integrated circuit products such as power management chip and signal chain chip are mainly used in mobile phones, laptops and wearable devices. It is necessary to define and develop products that meet the actual performance requirements in close combination with the specific application scenarios and application demands of customers. Therefore, the company needs to have a deep understanding of customer demands, industry development trends and market application characteristics, continue to invest in large-scale R & D, and timely convert R & D and innovation achievements into mature products to the market.
However, the R & D and design of integrated circuit products need to go through many links, such as product definition, development, verification, streaming and testing. It needs a certain R & D cycle and there is a certain risk of R & D failure. If the company's future product R & D cannot keep up with the industry upgrading level, the innovation direction cannot meet the needs of customers, or the new product R & D is less than expected, it will bring risks such as the decline of product market recognition, the waste of R & D resources and the loss of market development opportunities, which will have an adverse impact on the company's operating efficiency and effect. （3） High customer concentration and risk of loss of key customers
The company's end customers mainly include intelligent terminal application manufacturers, automobile manufacturers and other consumer electronics manufacturers. The concentration of the end market is relatively high, resulting in a high concentration of customers during the reporting period. two thousand and eighteen
In, 2019, 2020 and January June 2021, the company's total sales revenue to the top five customers accounted for 93.87%, 92.15%, 90.51% and 93.22% of the current operating revenue respectively, of which the company's sales revenue to Taiwan anfuli accounted for more than 50% from January to June 2021. The company's main customers include internationally renowned chip platform manufacturers, intelligent terminal manufacturers and electronic component dealers.
In the future, if there are adverse changes in the operation and credit status of the company's main customers or terminal brand manufacturers, or major changes in the operation and procurement strategy of the current main customers, the company's sales revenue to the main customers will be uncertain, which will have an impact on the company's stable profits. In addition, if the demand of some major customers decreases or the scale of cooperation with the company decreases, the growth of the company's revenue may slow down.
The company's second largest customer in 2020 has suspended issuing new orders to the company due to changes in the business environment. In 2020, the operating revenue realized by the company to the customer accounted for 26.77% of the total operating revenue of the current year. In the future, if the customer's order gap cannot be filled by other orders, the company may face the risk of significant decline in revenue.
In 2021 1-6, China's top five customers include Taiwan, Taiwan, Singapore and other regions. As of now, there is no trade friction against the company's products. There is no policy restriction on cooperation between the company and the above customers. In recent years, the global economy has been facing geopolitical tensions, changes in trade policies of major economies, increasing international trade protection, and an increasing frequency of international trade friction events and political conflicts, which may have a certain adverse impact on the global economic situation, trade environment and the stable development of the industry. Major changes in the political situation, economic environment and trade policies in the aforementioned regions will adversely affect the company's product sales and payment collection, thus affecting the company's production and operation, and the company may face the risk of decline in operating performance. （4） Risk of high concentration of suppliers
The company's suppliers mainly include wafer manufacturers and packaging and testing plants. Due to the relatively concentrated market pattern of wafer manufacturing and packaging and testing OEM business. In 2018, 2019, 2020 and January June 2021, there were 1, 2, 4 and 5 wafer manufacturing plants and 2, 2, 4 and 6 packaging and testing plants among the issuer's suppliers, with a relatively small number of suppliers. In 2018, 2019, 2020 and January June 2021, the total purchase amount of the company's top five suppliers accounted for 96.96%, 91.34%, 82.22% and 85.02% of the purchase amount in the same period, respectively, accounting for a relatively high proportion.
As wafer manufacturing and packaging testing are capital and technology intensive industries with high industry concentration, mainstream suppliers have large business scale and strong market influence, and there are few suppliers who meet the company's technical and production requirements, which may form a high dependence. At present, the company's main suppliers include first-line wafer manufacturing and packaging and testing foundries outside China. The company maintains stable cooperative relations with major suppliers. In the future, if the business operation of the company's main suppliers changes adversely, the production capacity is limited or the cooperation relationship is tense, the suppliers may not ship in time in sufficient quantity, which may have an adverse impact on the company's production and operation. （5） Gross margin fluctuation risk
In 2018, 2019, 2020 and January June 2021, the company's comprehensive gross profit margin was 28.59%, 42.19%, 47.46% and 54.12% respectively, which fluctuated greatly, mainly affected by factors such as product structure, product price and production cost. With the development of industry technology and the intensification of market competition, the company must constantly carry out iterative upgrading and innovation of technology according to the market demand. If the company fails to correctly judge the change of downstream demand, or the company's technical strength stagnates, or the company fails to effectively control the product cost, or the market competition pattern of the company's products changes, the company's product price will decline Adverse circumstances such as the inclination of product income structure to low gross margin products do not rule out the possibility that the company's comprehensive gross margin level fluctuates or even decreases, which brings certain risks to the company's operation. （6） International trade friction risk
In recent years, changes in trade policies of various countries have triggered a certain degree of international trade friction. Among them, in May 2019, the U.S. Department of Commerce included several Chinese companies in the "entity list"; In May 2020, the US Department of Commerce revised the foreign produced direct product rule to further restrict the scope of semiconductor technology and services obtained by some Chinese companies. The impact of international trade friction on the company's industry
