Stock abbreviation: Chipsea Technologies (Shenzhen) Corp.Ltd(688595) Stock Code: 688595 Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Chipsea Technologies (Shenzhen) Corp., Ltd.
(301, building 1, Shenzhen Bay innovation and technology center, Keyuan Avenue, community, high tech Zone, Yuehai street, Nanshan District, Shenzhen) issue convertible corporate bonds to unspecified objects
Prospectus
(Registration draft)
Sponsor (lead underwriter)
(4th floor, Gaoke building, No. 2, guandongyuan Road, Donghu New Technology Development Zone, Wuhan City, Hubei Province) December, 2001
statement
The company and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and other information disclosure materials, and bear corresponding legal liabilities for their 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 data in the prospectus are true and complete.
Any decision or opinion made by the CSRC and the exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and completeness of the 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.
Once any investor holds the bonds through subscription, transaction, transfer, inheritance or other legal means, it shall be deemed to agree to the trustee agreement, rules of bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee and other subjects in this prospectus.
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 securities 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 securities prices after securities are issued according to law.
Tips on major events
The company specially reminds investors to pay attention to the following major issues or risk factors, and carefully read the chapter on risk factors in this prospectus.
1、 The risk that the convertible bonds held by the holders who do not meet the investor suitability requirements cannot be converted into shares
The company is a listed company on the science and innovation board, and the holders of convertible bonds participating in the conversion of shares shall meet the suitability management requirements of stock investors on the science and innovation board. If the convertible bond holder does not meet the requirements for the appropriateness management of stock investors on the science and innovation board, the convertible bond holder will not be able to convert its convertible bonds into company shares.
The company has set redemption terms for this issuance of convertible bonds, including maturity redemption terms and conditional redemption terms. The maturity redemption price is determined by the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance, and the conditional redemption price is the face value plus the accrued interest for the current period. If the holders of the company’s convertible bonds do not meet the suitability requirements of the stock investors of the science and innovation board, and the convertible bonds they hold are facing redemption, considering that the convertible bonds they hold cannot be converted into the company’s shares, if the redemption price determined by the company according to the redemption terms agreed in advance is lower than the price (or cost) of the convertible bonds obtained by the investors, Investors are at risk of loss due to low redemption price.
2、 About the credit rating of convertible corporate bonds issued by the company this time
According to Zhong Peng Xin Ping [2021] No. Z [936] 02 credit rating report on convertible corporate bonds issued by Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. to unspecified objects issued by Zhong Peng Yuan, the credit rating of convertible corporate bonds is a +, the credit rating of the company’s main body is a +, and the rating outlook is stable. During the duration of this convertible bond, if the company’s operating environment or its own operating conditions change significantly, it may lead to adverse changes in the company’s main rating and the bond rating, and then adversely affect the interests of the bond investors.
3、 Explanation on no guarantee provided for this issuance
There is no guarantee for the issuance of convertible bonds to unspecified objects. Please note that the convertible corporate bonds may have cashing risk due to the absence of guarantee.
4、 On the scale of convertible corporate bonds issued by the company
According to the plan for issuing convertible corporate bonds to unspecified objects (Revised Version) announced by the company, the total amount of funds raised by the proposed issuance of convertible bonds shall not exceed RMB 410 million (including RMB 410 million). The specific issuance scale shall be determined by the board of directors or persons authorized by the board of directors authorized by the general meeting of shareholders within the above limit.
Before the issuance of convertible bonds, the company will finally determine the total amount of funds raised for the issuance of convertible bonds according to the net assets attributable to the shareholders of the listed company in the latest period, so as to ensure that the total amount of funds raised does not exceed 50% of the net assets attributable to the shareholders of the listed company in the latest period.
5、 Special risk tips
The company urges investors to carefully read the full text of “risk factors” in this prospectus and pay special attention to the following risks:
(i) Outsourcing production and high supplier concentration risk
The issuer adopts the fabless mode to hand over the chip production, sealing and testing and other processes to the outsourcing manufacturer. The company has potential risks of insufficient supply, delayed supply or non-compliance of the production process of the outsourcing factory with the company’s requirements due to the production scheduling of the outsourcing factory.
In addition, wafer manufacturing and packaging testing are capital and technology intensive industries. China is mainly invested and operated by large state-owned enterprises or large listed companies. The relatively high concentration of suppliers is a common phenomenon for chip design enterprises adopting fabless mode. If the supplier has an emergency of force majeure, or due to the strong demand of the integrated circuit market, the production capacity of wafer foundry and packaging test may not meet the demand, which will have a certain adverse impact on the company’s operating performance.
（2） Price fluctuation risk of raw materials and packaging test
The company’s operating costs are mainly composed of wafer procurement, packaging and testing costs. The fluctuation of wafer procurement price and chip packaging and testing price will directly affect the company’s operating costs, and then affect the gross profit margin and net profit. Wafer is the main raw material of the company’s products. Due to the high requirements of wafer processing on technical level and capital scale, there are few well-known wafer manufacturers worldwide.
Since 2020, the capacity of global wafer manufacturers has been continuously tight. The average unit price of wafer procurement in the first three quarters of 2021 has increased by 4.10% compared with that in 2020. If the rising trend of wafer unit price continues, and the company fails to raise the product price accordingly, it may cause adverse situations such as the decline of the profitability of the company’s chip products and the lower than expected benefit of the raised investment project, which will have an adverse impact on the company’s operating performance and the implementation of the raised investment project.
（3） Supply chain capacity shortage risk
The main raw materials of the company’s chip products are provided by upstream wafer suppliers, and the company adopts fabless mode. Chip production, sealing and testing and other processes are completed by outsourcing manufacturers. Since 2020, the increased demand in the chip market and the continuous covid-19 epidemic have led to the continuous shortage of production capacity of wafer suppliers and chip production and packaging test manufacturers. The average unit price of wafer procurement in the first three quarters of 2021 has increased by 4.10% compared with that in 2020.
Although the company has maintained good cooperative relations with many well-known wafer suppliers and chip production and packaging test manufacturers outside China for a long time, if the continuous shortage of production capacity of upstream suppliers is not alleviated, the company may have insufficient preparation and supply, which may have an adverse impact on the company’s production and operation; In addition, the shortage of supply chain capacity will also lead to insufficient supply of raw materials or limited sealing test and other links of the raised investment project, affect the planned supply of products, and thus affect the normal implementation of the raised investment project.
（4） Risk of R & D and implementation of projects invested with raised funds
The application scenarios of vehicle specification MCU products are complex and have high requirements for reliability. The process from R & D to industrialization and listing has the characteristics of high technical content, large capital demand and long time-consuming. The automobile MCU chip involved in the raised investment project is still in the R & D stage. The R & D personnel of the company’s existing business are tight, the work is saturated, the number of personnel is in the process of rapid increase, and can not fully meet the technical and R & D needs of automobile MCU products. Therefore, the company needs to add R & D personnel for the raised investment project and establish relevant R & D teams.
In addition, the technical routes involved in the products of raised investment projects are relatively mature abroad, but there is still a certain gap between the accumulation of Chinese enterprises, including companies, and foreign enterprises in this field; Chinese manufacturers have begun to layout automobile MCU related products, and some manufacturers have realized mass production and shipment of specific products. The planned construction period of the company’s raised investment project is 36 months, after which the company began to gradually generate income and fully reach production in the seventh year. The company has a large gap with other manufacturers in terms of team formation, R & D implementation progress and so on.
Therefore, there may be a great risk that the raised investment project cannot be implemented in time and fully. If the R & D of the company’s relevant products fails, the new products cannot be successfully developed on schedule or cannot meet the market demand after industrialization, it will have an adverse impact on the company’s competitive advantage and operating performance.
（5） Market risk of investment projects with raised funds
Based on its own technology accumulation and market advantages, the company formulates the implementation plan of the raised investment project in combination with the judgment of the domestic alternative development trend of automobile MCU chips, the expected demand data of downstream potential customers obtained from the preliminary investigation, and the company’s expected market share in China. The products to be developed in this raised investment project are still in the process of R & D, and no order has been generated. Moreover, the automotive MCU chip needs to be imported into the product design of the primary supplier, and the mass production and order can be obtained only after the primary supplier’s products have passed the relevant certification of the terminal automobile manufacturer. If the localization trend of automobile MCU chips slows down, the progress of relevant certification is not smooth, and the demand of downstream potential customers is less than expected, there may be a great risk that the market development of this raised investment project is less than expected.
（6） Risk that the benefit of the project invested with raised funds is lower than expected
The implementation plan and progress of the raised capital investment project “automobile MCU chip R & D and industrialization project” are formulated based on the past experience of the issuer and the industry, and the economic benefit data are calculated based on the market real-time and historical prices, relevant costs and other predictive information at the time of preparation of the feasibility study report. If the project cannot be completed as expected due to uncontrollable factors during the construction process, or adverse changes in the market environment after the completion of the project lead to intensified industry competition, decline in product prices and failure to maintain synchronous and coordinated development of product market demand, the benefits of the project invested with raised funds may be later than expected or the actual benefits may be lower than expected.
6、 Measures and commitments to fill immediate returns
(i) Measures taken by the issuer to dilute the immediate return of this offering
1. Strengthen the management of raised funds and prevent the use risks of raised funds
The company has formulated the management system of raised funds in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, normative documents and the articles of association to strictly manage the raised funds and ensure the rational and standardized use of the raised funds according to the agreed purposes, Prevent the use risk of raised funds. According to the management system for raised funds and the resolution of the board of directors, the raised funds will be deposited in the special account for raised funds designated by the board of directors; The company has established a tripartite supervision system for the raised funds, which is jointly supervised by the recommendation institution, the depository bank and the company. The raised funds are used according to the promised purpose and amount, and the recommendation institution regularly conducts on-site inspection on the use of the raised funds; At the same time, the company regularly conducts internal audit on the raised funds and cooperates with the depository bank and the recommendation institution to inspect and supervise the use of the raised funds.
2. Promote the implementation of raised investment projects and improve the company’s market competitiveness and sustainable profitability
The funds raised in this issuance will be used for “automobile MCU chip R & D and industrialization project” and supplement working capital. After the funds raised in this offering are in place, the company will accelerate the construction of projects invested with raised funds and improve the use efficiency of raised funds.
After the issuance of convertible corporate bonds and the successful completion and operation of the investment project with raised funds, it can enhance the company’s R & D strength, enrich the company’s product structure and improve the company’s overall profitability.
3. Continuously improve corporate governance and provide institutional guarantee for the development of the company
The company will strictly abide by the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the governance of listed companies and other laws, regulations and normative documents, continuously improve the corporate governance structure, ensure that shareholders can fully exercise their rights, and ensure that the board of directors can exercise its functions and powers in accordance with laws, regulations and the articles of association, and make scientific Make prompt and prudent decisions to ensure that independent directors can earnestly perform their duties, safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders, and ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect directors, managers, other senior managers and the company’s finance, so as to provide institutional guarantee for the development of the company.
4. Further improve the profit distribution policy, especially the cash dividend policy, and optimize the return on investment mechanism
The company has revised the articles of association in accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws, regulations and normative documents, and defined the specific conditions, proportion and Distribution forms and conditions of stock dividend distribution have improved the decision-making procedures and mechanisms of the company’s profit distribution and the adjustment principles of profit distribution policies, and strengthened the protection mechanism for the rights and interests of small and medium-sized investors. The company has established and improved an effective shareholder return mechanism. After the issuance, the company will strictly implement the current dividend policy, actively promote the profit distribution to shareholders and earnestly safeguard the legitimate rights and interests of investors when meeting the profit distribution conditions.
（2） Controlling shares of the company
