Securities code: Shenzhen Minde Electronics Technology Ltd(300656) securities abbreviation: Shenzhen Minde Electronics Technology Ltd(300656) Announcement No.: 2022028
Shenzhen Minde Electronics Technology Ltd(300656)
On changing the partners, implementing entities and implementing locations of some investment projects with raised funds
Announcement of
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Minde Electronics Technology Ltd(300656) (hereinafter referred to as "the company" or "the company") deliberated and adopted the proposal on changing the partners, implementation subjects and implementation locations of some raised capital investment projects at the 11th meeting of the third board of directors and the 10th meeting of the third board of supervisors held on March 15, 2022, The company plans to issue shares to specific objects in 2021 to raise funds for investment projects such as "R & D and industrialization project of silicon carbide power devices" and "project of capacity improvement and technical improvement of high-end grooved Schottky diodes suitable for new energy supply" The implementation subject and location are changed as follows: it is proposed to establish the production line in cooperation with Shenzhen founder Microelectronics Co., Ltd. (hereinafter referred to as "founder microelectronics"), an external wafer foundry, and change it to cooperate with Zhejiang Guangxin Microelectronics Co., Ltd. (hereinafter referred to as "Zhejiang Guangxin Microelectronics"), a joint-stock wafer foundry of the company; The implementation subject is changed from the holding subsidiary Guangwei integration technology (Shenzhen) Co., Ltd. (hereinafter referred to as "Guangwei integration") to the wholly-owned subsidiary Shenzhen Minde Electronics Technology Ltd(300656) (Lishui) Co., Ltd. (hereinafter referred to as "minde (Lishui)"); The corresponding project implementation location is changed from Shenzhen City, Guangdong Province to Lishui City, Zhejiang Province. The amount invested and raised by the company in the project has not changed. The details are hereby announced as follows:
1、 Basic information of raised funds and investment projects with raised funds
(I) availability of raised funds
According to the reply on Approving the registration of Shenzhen Minde Electronics Technology Ltd(300656) issuing shares to specific objects (zjxk [2021] No. 3731) issued by the China Securities Regulatory Commission, Shenzhen Minde Electronics Technology Ltd(300656) issued 10993843 ordinary shares (A shares) to specific objects, with an issue price of RMB 45.48 per share, and the total amount of funds raised this time is 4999997964 yuan, The net amount of raised funds is 49433013377 yuan. All the above raised funds have been received on January 4, 2022, verified by Lixin Certified Public Accountants (special general partnership) and issued "Xin Kuai Shi Bao Zi [2022] No. zl10002"
Capital verification report.
After the raised funds are in place, the company signed the tripartite supervision agreement on raised funds with the Bank of China Shenzhen Nantou sub branch, the China Construction Bank Corporation(601939) Shenzhen Tianbei sub branch and the sponsor China Greatwall Securities Co.Ltd(002939) Co., Ltd. on January 7, 2022, and opened a special account for raised funds in the above banks
To manage the raised funds.
(II) use of raised funds
After deducting the issuance expenses, the funds raised by the company from the issuance of shares to specific objects will be used for the investment and construction of "R & D and industrialization project of silicon carbide power devices", "production capacity improvement and technical improvement project of high-end grooved Schottky diodes suitable for new energy supply" and "supplementary working capital project". As of February 28, 2022, The company's use of the above raised funds is as follows:
Unit: 10000 yuan
No. project name raised funds plan actual investment raised funds invested amount of raised funds invested
1 R & D and industry of silicon carbide power devices 28 China Vanke Co.Ltd(000002) 800000-
Chemical project
High end ditch suitable for new energy supply
Capacity increase of 2-slot Schottky diode 12 Ping An Bank Co.Ltd(000001) 200000-
And technical improvement projects
3. Supplementary working capital project 10 China Baoan Group Co.Ltd(000009) 43301955051
Total 50 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 943301955051
Note: interest is included in the project investment of supplementary working capital. II. Basic information of some raised investment projects changed this time
In order to further ensure the smooth implementation of the raised investment project and realize the relatively independent and controllable implementation of the raised investment project and the production capacity, the company plans to "research and development and industrialization project of silicon carbide power devices" and "suitable for new energy supply"
The partner, implementation subject and implementation location of the "high-end grooved Schottky diode capacity improvement and technical improvement project" have been changed and adjusted. The amount of raised funds and products of the raised investment project have not changed. The details are as follows:
Items before and after adjustment
Partner: Shenzhen founder Microelectronics Co., Ltd. Zhejiang Guangxin Microelectronics Co., Ltd
Raised investment project production line company
Construction and implementation subject: wide micro integration technology (Shenzhen) Shenzhen Minde Electronics Technology Ltd(300656) (Lishui) Co., Ltd
Limited company
Place of implementation: Shenzhen City, Guangdong Province Lishui City, Zhejiang Province
If the change of this raised investment project needs to be submitted to relevant government departments for filing and go through environmental assessment and other procedures, the company will implement it in strict accordance with national laws and regulations.
3、 Reasons and feasibility analysis of some raised investment projects changed this time
(I) reasons for the change of some raised investment projects
The company plans to make the following changes to the partners, implementation subjects and implementation locations of some raised investment projects: it plans to establish the production line in cooperation with Founder microelectronics, an external wafer foundry, and change it to cooperate with Zhejiang Guangxin microelectronics, a joint-stock wafer foundry enterprise of the company; The implementation subject was changed from Guangwei integration, a holding subsidiary, to minde (Lishui), a wholly-owned subsidiary; The corresponding project implementation location is changed from Shenzhen City, Guangdong Province to Lishui City, Zhejiang Province.
The amount invested and raised by the company in the project has not changed. The specific background and reasons are as follows:
Under the background of the national new energy strategy of "carbon peaking and carbon neutralization", the demand for domestic substitution of power semiconductors is becoming stronger and stronger, especially the demand for medium and high-end power semiconductor devices is more urgent. The company adheres to the positioning of power semiconductor business as "facing import substitution and facing the industrial and energy market". Constrained by the capacity bottleneck, the company's power semiconductor business has been in a situation where the order demand far exceeds the capacity supply for a long time.
Founder microelectronics is a long-term foundry partner of the company. Based on the long-term friendly cooperation between the two sides, the company signed a strategic cooperation framework agreement with Founder microelectronics in July 2021, and plans to expand production through cooperation and joint construction of production lines, so as to implement the relevant industrialization projects of this raised investment.
After the recent full communication with each other and the changes in the development of both sides, after comprehensive consideration and evaluation, the original plan to cooperate with Founder microelectronics to build a production line can not fully meet the company's production expansion needs. On the one hand, founder microelectronics has carried out a series of internal sorting and adjustment since it was controlled and acquired by enterprises subordinate to Shenzhen SASAC last year. The progress of production expansion is relatively slow, and the main development direction in the future is the third generation semiconductor. The expansion of silicon-based wafer foundry capacity is limited, which may not fully meet the expansion demand of the company's silicon-based wafer foundry capacity; On the other hand, Zhejiang Guangxin microelectronics, the company's new wafer foundry, is currently in the stage of rapid construction, and has successfully established a core team with rich experience in wafer factory construction, operation and development. It is planned to be put into operation in 2023, which will provide strategic support for the company's power semiconductor capacity expansion in the future.
Based on the above, combined with the changes in the market environment, the current progress of the project, the expected cycle of equipment procurement, the company's overall strategy, local government policies and other factors, the company decided to change the partner of some raised investment projects from founder microelectronics to Zhejiang Guangxin microelectronics; Accordingly, the subject of change implementation is minde (Lishui), and the place of change implementation is Lishui City, Zhejiang Province.
In addition, the company has made friendly and full communication with Founder microelectronics on the change of the mode of Co Construction of production line, and neither party is required to bear any liability for breach of contract. The company will continue to maintain long-term friendly cooperation with Founder microelectronics and actively strive for more capacity improvement under the condition of existing invested equipment.
(II) feasibility analysis of raised investment project after change
1. In line with the company's power semiconductor smart IDM ecosystem strategy
There is no standardized product for high-end power semiconductor devices, and the definition of device parameters depends on specific application fields. This highly customized characteristic product requires a high degree of coordination and cooperation between the upstream and downstream of the industrial chain. The company is committed to building a smart IDM ecosystem of power semiconductors, that is, to open up the whole industrial chain of power semiconductors through capital participation or holding. In this mode, the company maintains sufficient influence on enterprises in all links of the upstream and downstream of the industrial chain, but does not seek to own. This model not only ensures the close cooperation between the upstream and downstream companies in the industrial chain to achieve the safety and stability of the characteristic process and supply chain, but also enables the companies in the industrial chain to maintain an independent organizational structure, independent product development planning, sufficient market competition awareness and broad international development space. The joint venture of Zhejiang Microelectronics Co., Ltd. provides a more effective guarantee for the joint venture of Zhejiang Microelectronics Co., Ltd. to promote the joint venture of the company's new members according to the progress of the joint venture, which will also provide a more effective guarantee for the joint venture of Zhejiang Microelectronics Co., Ltd.
2. The construction of Zhejiang Guangxin microelectronics project is progressing smoothly
Since the company's first capital increase in Zhejiang Guangxin microelectronics in October 2021, the Zhejiang Guangxin microelectronics project has progressed smoothly. So far, the core team of Zhejiang Guangxin microelectronics project has been established, and the team has solid theory and rich practical experience in wafer foundry construction, operation and process development. The project has completed land purchase and plant design, and officially started construction on January 5, 2022. Since the commencement of construction, Zhejiang Guangxin microelectronics project has been highly valued and strongly supported by Zhejiang provincial government and Lishui municipal government. It has been included in the implementation plan of "4 + 1" major projects in Zhejiang Province. It has also maintained normal construction during the Spring Festival in 2022. At present, all construction work is being carried out in a tight and orderly manner. The main equipment has been ordered and is planned to be officially put into operation in 2023, It can effectively ensure the implementation progress of the industrialization projects related to the raised investment.
3. The company and its partner team have rich and mature industrialization experience
The core technical team headed by Dr. Xie Gang has a deep technical accumulation in the field of characteristic process wafer manufacturing, maintains close technical and industrial exchanges with top research institutions in relevant fields of international and China, has undertaken a series of national technical research projects related to wafer manufacturing, and has rich experience in the construction and operation of wafer OEM production line, There is abundant resource accumulation in the upstream and downstream of the industry, and has a clear and profound understanding of the development trend and technical iteration route of the characteristic process wafer foundry industry; In addition, Mr. Li Xiang, deputy general manager of Zhejiang Guangxin microelectronics, has led the construction of China Resources Shanghua 6-inch line, China Resources wafer core 6-inch line, Huajin semiconductor 8-inch line and 12 inch line, and has rich experience in the construction and operation of wafer factories.
Based on the past successful industrialization experience of the project team, the project has high feasibility in technical implementation. 4. The company has successfully implemented the mode of Co Construction of production line with wafer foundry
The fund-raising investment project plans to adopt the mode of cooperation with wafer foundry to build a special line, which is used for the production of power semiconductor devices of the company. The company has successfully cooperated with the wafer foundry to build a production line, which has accumulated valuable experience for the implementation of the fund-raising investment project. The partner is the company's joint-stock enterprise, and the cooperation and cooperation between the two sides will be more efficient and close.
5. Improve the use efficiency and effective supervision of raised funds
Based on the localized implementation of the project and full communication with the local government, the main body of the project implementation is adjusted from Guangwei integration, the company's holding subsidiary, to minde (Lishui), a wholly-owned subsidiary, which will improve the company's direct control over raised investment projects and raised funds, facilitate the smooth implementation of raised investment projects and improve the use efficiency of raised funds; At the same time, it also helps the company to effectively supervise the use of raised funds and ensure the safety of raised funds. If the follow-up proposal is approved, the company will also strictly abide by the relevant provisions on the use of raised funds. Shenzhen Minde Electronics Technology Ltd(300656) , minde (Lishui) will sign the supervision agreement on the special account of raised funds with the deposit bank of raised funds and the company's sponsor to ensure the standardized management and use of raised funds.
6. Strong support from the local government
Lishui City, Zhejiang Province is committed to establishing a modern industrial cluster of the whole industrial chain of power semiconductors and creating a new highland of process semiconductor industrial clusters with Zhejiang characteristics. It has given the greatest support to local semiconductor enterprises in terms of service supporting and policy support. The silicon epitaxial wafer project of Zhejiang Jingrui Electronic Technology Co., Ltd., a joint-stock enterprise of the company, took only more than one year from construction to full production; Since its construction, Zhejiang Guangxin microelectronics project has also been highly valued and strongly supported by Zhejiang provincial government and Lishui municipal government, and has been included in the implementation plan of "4 + 1" major projects in Zhejiang Province. Based on the above successful model, the implementation site of the project is planned to be adjusted to Lishui City, Zhejiang Province.
4、 Relevant risk tips after the change of raised investment
