Securities code: 300655 securities abbreviation: Crystal Clear Electronic Material Co.Ltd(300655) bond Code: 123031 bond abbreviation: Jingrui convertible bond bond Code: 123124 bond abbreviation: Jingrui convertible bond 2 Crystal Clear Electronic Material Co.Ltd(300655)
Crystal Clear Electronic Material Co., Ltd
168 Shanfeng Road, Hedong Industrial Park, Wuzhong Economic Development Zone, Suzhou
Demonstration and analysis report on issuing shares to specific objects through summary procedures in 2021 (three revised drafts)
January 2002
Section I background and purpose of the issuance
Crystal Clear Electronic Material Co.Ltd(300655) (hereinafter referred to as " Crystal Clear Electronic Material Co.Ltd(300655) ", "issuer" and "company") intends to issue shares (hereinafter referred to as "this offering") to specific objects in a simple procedure to raise funds according to the actual situation of the company and the relevant provisions of the measures for the Administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) (hereinafter referred to as "Registration Administration Measures"). 1、 Background of this issuance
The funds raised in this offering are mainly invested in Yangheng chemical's technological transformation project of semiconductor grade high-purity sulfuric acid for ultra large scale integrated circuits with an annual output of 90000 tons (phase II), as well as supplement of working capital or repayment of bank loans. This issuance is a prudent decision made by the company based on the current industry development and the basic situation of the company. The details are as follows:
(I) China's semiconductor materials market has steadily increased and is gradually shifting to the Chinese mainland market.
With the advent of the digital economy, the upgrading of China's industry and the transfer of international semiconductor industry to the Chinese mainland have led to a rise in the volume of semiconductor equipment purchases in mainland China. According to Zheshang Securities Co.Ltd(601878) 's deep report of photoresist industry, the market of semiconductor materials in the world has been greatly influenced by cycles in recent years, especially in China and Taiwan. The North American and European markets are almost in a state of zero growth, and the semiconductor materials in Japan have been in a state of negative growth for a long time. Globally, only the semiconductor materials market in Chinese mainland is in a long-term growth state. The growth rate of the semiconductor materials market in China has increased by more than 10% in three years in 2016-2018 years. From 2007 to 2020, the sales of semiconductor materials in China increased significantly from 7.5% in the world to 18%. In 2020, China's effective prevention and control of covid-19 epidemic also helped Chinese semiconductor enterprises quickly resume production, stabilize demand and supply, and further widen the gap with western countries. China's semiconductor materials market is in sharp contrast to the global market, and the semiconductor materials will gradually shift to the Chinese mainland market.
In 2020, global semiconductor materials sales accounted for more than 100 billion of global semiconductor materials sales 15020152016201720182019202012% Chinese mainland.
18%100
Taiwan, China
14% Korea 50
Europe and America
22%
Japan 0
17%
other
17%
Source: semi source: Semi
（2） China's self-sufficiency is insufficient, and the trend of import substitution is obvious
According to the statistics of China Electronic Industry Materials Association, the global microelectronic chemical market is mainly occupied by European, American, Japanese and Asia Pacific enterprises. At present, the international large microelectronic chemical manufacturers are mainly concentrated in Europe, the United States and Japan, mainly including tok, JSR, Fuji, Xinyue chemical, Sumitomo chemical and Wako in Japan, Dow Chemical, Ashland company and sigma Aldrich in the United States, BASF in Europe and meiken in South Korea. With the transfer of the electronic information industry to China, the pressure of the United States on China's science and technology and the improvement of the supporting industrial chain, import substitution is the trend in the future. Most of the medium and low-end products have achieved import substitution. Some Chinese enterprises such as the company have made breakthroughs in the import substitution of high-end products such as photoresist, and the import substitution trend is becoming more and more obvious.
2、 Purpose of this offering
(i) Meet the needs of high-quality economic development in the new era and promote the integrated circuit industry to rise to the high end
In the process of rapid economic growth in the past, the wet electronic chemical industry has basically solved the problem of "whether there is" in the development of the industry. In today's era of high-quality development, the wet electronic chemical industry needs to focus on solving the problem of "good or bad" development. At present, the main challenge facing the development of China's wet electronic chemicals industry is the low quality, especially there is still a large gap with developed countries in key technologies and product quality.
Crystal Clear Electronic Material Co.Ltd(300655) taking independent innovation as the first driving force to achieve high-quality development, under the situation of continuous emergence of new technologies, new products and new business forms and increasingly fierce international economic competition, the company continued to invest in R & D on a large scale, and mastered ultra-pure hydrogen peroxide, ultra-pure nitric acid, ultra-pure hydrochloric acid, ultra-pure ammonia, photoresist, developer, stripping solution Etching solution and other production processes and their key core technologies, among which ultra pure wet chemicals have reached the international leading level.
（2） The company expands the varieties of semiconductor high-purity reagents to enhance its competitiveness
Crystal Clear Electronic Material Co.Ltd(300655) at present, the production of semiconductor grade hydrogen peroxide and ammonia products has reached the international advanced level. In order to increase the varieties of semiconductor grade high-purity sulfuric acid products, we have acquired the equity of Jiangsu Yangheng Chemical Co., Ltd. and cooperated with Japan Mitsubishi Chemical Co., Ltd. (hereinafter referred to as "Mitsubishi Chemical") to use the advanced technology and equipment of Mitsubishi Chemical Based on the high-quality raw materials and supporting utilities of Yangheng chemical and the company's management experience in producing high-quality electronic chemicals, Yangheng chemical produces high-quality semiconductor grade high-purity sulfuric acid to replace imported sulfuric acid and provide high-quality semiconductor grade high-purity sulfuric acid for customers at home and abroad. The project is expected to produce greater economic and social benefits and contribute to the development of national information technology industry.
Section II necessity of securities issuance and variety selection
1、 Types of securities issued this time
The shares issued this time are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. 2、 Necessity of selection of securities issued this time
(i) The implementation of this raised investment project needs long-term financial support
The total amount of funds raised by this issuance is 241000127.36 yuan, which is no more than 300 million yuan and no more than 20% of the net assets at the end of the latest year (the end of 2020). After deducting the issuance expenses, it is proposed to be used for Yangheng chemical's technological transformation project (phase II) with an annual output of 90000 tons of semiconductor grade high-purity sulfuric acid for VLSI, as well as to supplement working capital or repay bank loans. The implementation of raised investment projects will help the company expand its business scale, accelerate its R & D progress, enhance its profitability and improve its comprehensive competitiveness. At present, the company's own funds are difficult to meet the capital needs of project construction, so the company needs long-term financial support.
（2） There are limitations in debt financing methods such as bank loans
At present, the financing cost of enterprises through debt financing such as bank loans is relatively high, and the financing amount is relatively limited. If it is obtained entirely through bank loans, it will greatly increase the company's asset liability ratio, increase the company's operational risk and financial risk, generate large financial expenses, reduce the company's profitability and shareholder income, and is not conducive to the sustainable development of the company.
（3） Equity financing is conducive to optimizing the company's capital structure
Equity financing helps to optimize the company's capital structure, reduce future debt repayment pressure and capital outflow, has good planning and coordination, and is conducive to the company's long-term development strategy. The use plan of the raised funds has been demonstrated in detail by the management, which is conducive to further improving the profitability and enhancing the core competitiveness of the company. With the smooth implementation of the company's raised investment projects and the growth of operating performance, the company has the ability to digest the dilution impact of equity expansion on immediate income and protect the interests of the company's original shareholders.
To sum up, it is necessary for the company to issue shares this time.
Section III appropriateness of the selection scope, quantity and standard of the issuing object I. appropriateness of the selection scope of the issuing object
The issuance object of this issuance will be determined by the board of directors of the company in accordance with the authorization of the 2020 annual general meeting of shareholders, in consultation with the lead underwriter in accordance with the provisions of relevant laws, regulations and normative documents and the issuance bidding situation, in accordance with the principle of price priority, and in line with the relevant provisions of laws and regulations such as the registration management measures. 2、 Appropriateness of the number of objects to be issued this time
There are five objects of this offering, namely, noan Fund Management Co., Ltd., Jinan Ruihe investment partnership (limited partnership), CAITONG Fund Management Co., Ltd., Goldman Sachs & Co. LLC and Guo Weisong, all of which are specific investors meeting the conditions specified by the CSRC.
(i) Among the objects of this offering, there is no need to complete the filing of private equity funds
1. Noan Fund Management Co., Ltd. and CAITONG Fund Management Co., Ltd. are public fund management companies, so there is no need to register private fund managers; One product managed by noan Fund Management Co., Ltd. and one product managed by CAITONG Fund Management Co., Ltd. are public offering products, so there is no need to record private fund products. 2. The main business of Jinan Ruihe investment partnership (limited partnership) is to engage in investment activities with its own funds (except for projects subject to approval according to law, it shall independently carry out business activities according to law with its business license). Its participation in this subscription with its own funds does not involve fund-raising from others, and is not a product that must be registered and filed within the relevant provisions of the investment fund law of the people's Republic of China, the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (Trial), Therefore, there is no need for product filing and private placement manager registration.
3. Goldman Sachs & Co. LLC is QFII, and the subscription fund is its own fund, so there is no need for private fund manager registration and product filing.
4. Guo Weisong is an individual investor and his subscription funds are his own funds, so there is no need for private fund manager registration and product filing.
（2） Among the objects of this offering, it is necessary to complete the filing of private equity funds
CAITONG Fund Management Co., Ltd. is a public fund management company, so there is no need to register the private fund manager; The 16 products managed by CAITONG Fund Management Co., Ltd. belong to the products that must be recorded within the relevant provisions of the investment fund law of the people's Republic of China, the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (Trial), and the product filing has been completed. 3、 Appropriateness of standards for the object of this issuance
The issuing object shall 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.
Section IV rationality of the principles, basis, methods and procedures for pricing this offering I. Principles and basis for pricing this offering
The pricing benchmark date of this offering is the first day of the offering period, i.e. December 6, 2021.
The issuing price of this offering shall not be less than 80% of the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (average trading price of A-Shares 20 trading days before the pricing benchmark date = total trading volume of A-Shares 20 trading days before the pricing benchmark date ÷ total trading volume of A-Shares 20 trading days before the pricing benchmark date).
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.
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the above-mentioned issuance reserve price will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend distribution: P1 = p0-d;
Share offering or conversion to share capital: P1 = P0 / (1 + n);
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
Where P0 is the issue 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 P1 is the issue price after adjustment. 2、 Pricing methods and procedures for this offering
The pricing methods and procedures for this issuance of shares are implemented in accordance with the measures for the administration of registration and the Shenzhen Stock Exchange GEM listed companies' securities issuance and underwriting business
