Wuxi Chipown Micro-Electronics Limited(688508)
The demonstration and analysis report on the issuance scheme of A-Shares issued to specific objects in 2022 Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as ” Wuxi Chipown Micro-Electronics Limited(688508) ” or “the company”) is a company listed on the science and Innovation Board of Shanghai Stock Exchange. In order to meet the capital needs of the company’s business development, increase the company’s capital strength and enhance the company’s profitability, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) According to the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, the company plans to issue no more than 33929550 A shares to specific objects, and the total amount of funds raised shall not exceed 1098838800 yuan. 1、 Background and purpose of this issuance of A-Shares to specific objects (I) background of this issuance to specific objects
1. National support is unprecedented, and the integrated circuit industry is facing a major window of opportunity during the 14th five year plan
Integrated circuit industry is one of the cores of information industry and the key force leading a new round of scientific and technological revolution and industrial reform. In order to further optimize the development environment of the integrated circuit industry, deepen industrial international cooperation and improve industrial innovation ability and development quality, the State Council issued several policies for promoting the high-quality development of the integrated circuit industry and software industry in the new era in August 2020, which introduced policies and measures in eight aspects: Finance and taxation, investment and financing, research and development, import and export, talents, intellectual property rights, market application and international cooperation. At the same time, the 14th five year plan for national economic and social development of the people’s Republic of China and the outline of long-term goals for 2035 voted and adopted at the fourth session of the 13th National People’s Congress pointed out that in the basic and core areas related to national security and overall development, the formulation and implementation of strategic scientific plans and scientific projects, and integrated circuits, as one of the frontier areas, will become a major forward-looking and strategic direction of national science and technology in the 14th five year plan.
2. The application field is booming, and the sub sectors of the integrated circuit industry usher in a period of strategic opportunities
(1) The new energy vehicle industry has gradually become a high growth track, and the market demand for automotive electronics has increased significantly
The automobile industry is the pillar industry of China’s national economy. China is the world’s largest automobile producer and consumer. Due to the limited oil reserves and non renewable resources, traditional fuel vehicles can not develop sustainably. It has become a global consensus to replace fuel vehicles with new energy vehicles. New energy vehicles are an important starting point for achieving the “double carbon” goal, and have important strategic significance for ensuring national energy security and promoting social and economic development. The development plan for new energy vehicle industry (20212035) issued by the general office of the State Council proposes that by 2025, the sales volume of new Shanxi Guoxin Energy Corporation Limited(600617) vehicles in China will reach about 20% of the total sales volume of new vehicles. After 15 years of continuous efforts, the core technology of Shanxi Guoxin Energy Corporation Limited(600617) vehicles in China will reach the international advanced level, pure electric vehicles will become the mainstream of new sales vehicles, and vehicles in the public domain will be fully electrified.
Driven by policy and market, the new energy vehicle industry has gradually become a high growth track. According to the statistics of China Automobile Industry Association, the production and sales of electric vehicles in China in 2021 were 3.545 million and 3.521 million respectively, with a year-on-year increase of 1.6 times, and the market share increased to 13.4%, an increase of 8% compared with 2020, further indicating that the electric vehicle industry has shifted from policy driven to market driven. Electric vehicles have performed well and developed vigorously. As the automotive chip of electric vehicle electronic control system, the market demand for it has increased significantly.
(2) The rise of emerging industries such as data center, 5g communication and new energy has brought significant incremental demand for power management chips
In terms of data center, the acceleration of its construction and the continuous rise of server shipments have brought significant incremental demand for power management chips. According to wind data, from 2007 to 2020, the market scale of China’s data center achieved continuous growth. In 2020, the market scale of China’s data center reached 223870 billion yuan, a year-on-year increase of 43.28%. In the field of servers, China’s overall server market maintained steady growth in 2020 and 2021. According to IDC data, the shipment volume of China’s server market in 2020 was 3.5 million units, a year-on-year increase of 9.8%, and its market scale reached US $21.649 billion, a year-on-year increase of 19.0%. In the first half of 2021, China’s server market shipped 1.706 million units, a year-on-year increase of 8.9%, and its market size reached US $10.81 billion, a year-on-year increase of 12.1%.
In terms of 5g communication, in 2020, the number of mobile communication base stations in China reached 9.31 million, of which the number of 5g base stations exceeded 718000. By September 2021, the total number of mobile phone base stations in China had reached 9.69 million, a year-on-year increase of 5.7%, of which the total number of 4G base stations was 5.86 million, accounting for 60.4% of the total number of mobile base stations, and 5g base stations
The total number reached 1159000, accounting for 12.0% of the total number of mobile base stations. It is estimated that by the end of 2022, there will be more than 2 million 5g base stations in China, and the number of 5g terminal connections will reach 600 million.
In terms of new energy, photovoltaic inverter is an important component in photovoltaic system. According to IHS Markit data and prediction, the overall market scale of global photovoltaic inverter addition and replacement in 2020 will be 135.7gw, the global photovoltaic inverter market scale will reach 187gw in 2021, and the global photovoltaic inverter market scale is expected to reach 401gw and CArG will reach 21.0% by 2025.
Power management chips and supporting power chips are widely used in data centers, servers, base stations, photovoltaic inverters, energy storage and other high-power industrial scenes. Therefore, the rise of emerging industries such as data center, 5g communication and new energy has brought significant incremental demand for power management chips. (II) purpose of this issuance to specific objects
1. This issuance is an important measure for the company to improve its market layout
The investment projects raised by the company this time are the R & D and industrialization project of high-voltage power supply / electric drive power chip of new energy vehicles, the R & D and industrialization project of industrial digital power management chip and supporting power chip, and the project of Suzhou R & D center. The implementation of this raised investment project closely focuses on the company’s existing main business, complies with the company’s development strategy, caters to the market demand orientation, and accelerates the localization and substitution process of the industry. It is the upgrading and further expansion of the company’s main business and an important measure for the company to improve the market layout.
2. This issuance will improve the company’s core technical competitiveness and strengthen the guarantee of supporting sealing and testing capacity of the project product line
Through the cooperation with the packaging and testing factory, the company’s investment project raised funds is conducive to the technical collaborative innovation and continuous iterative optimization of the company’s power chip design and module packaging, improve the company’s core technical competitiveness in high-density power packaging, form the technical advantages of the combined products of intelligent power devices, power control chips and power modules, and improve the company’s product line coverage in the target market.
In addition, the fund-raising investment project will further strengthen the guarantee of supporting sealing and testing capacity of the project product line, improve the reliability, yield and supply capacity of products, and stabilize the large-scale delivery and supply of the company.
3. This offering will further lay out the company’s forward-looking technology field
Through the establishment of a forward-looking technology R & D center, the project plans to build an all-round integrated R & D and design team with high-end digital analog hybrid power supply chips and wide band gap intelligent power devices as the technical direction, including digital chips, analog chips and device testing team, system application scheme team, software team and so on. Focusing on the latest cutting-edge technology field of the power semiconductor industry, the company locates the international advanced level, makes a forward-looking layout for the company to always maintain the sensitivity of market demand and technology development, accurately select its own strategic positioning, and constantly consolidate and improve the company’s advantageous position in the field of power management chips.
To sum up, the implementation of the investment project with raised funds is an important measure for the company to improve the market layout; It will improve the company’s core technical competitiveness and strengthen the guarantee of supporting sealing and testing capacity of the project product line; It will further layout the company’s forward-looking technology field, and finally strengthen the company’s sustainable operation ability and improve the return to minority shareholders. 2、 The necessity of the issuance of shares and the selection of their varieties (I) the types and par value of the shares issued this time
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. (II) necessity of this issuance of shares
1. Meet the capital needs of the investment project with the raised funds
In order to grasp the development opportunity of the industry, enrich the company’s product structure, further expand the company’s main business and improve the company’s profitability, the company plans to raise funds through this issuance for the R & D and industrialization project of high-voltage power supply / electric drive power chip of new energy vehicles, the R & D and industrialization project of industrial series power management chip and supporting power chip, and the project of Suzhou R & D center.
By implementing the R & D and industrialization project of high-voltage power supply and electric drive power chip of new energy vehicles, and the R & D and industrialization project of industrial digital power management chip and supporting power chip, the company will further expand the business scope of the company’s power management chip, expand the product structure of the company’s power management chip business, and enhance the company’s competitiveness in the field of power management chip design; At the same time, the company will build the Suzhou R & D center project to meet the needs of the company to make use of the advantages of integrated circuit enterprise clusters in the Yangtze River Delta, explore cutting-edge technology research, and continue to maintain the company’s scientific and innovative strength.
The scale of funds required for the above-mentioned investment projects with raised funds is large. If all the funds are invested by the company with its own funds and creditor’s rights financing, the company will face greater capital pressure and debt repayment pressure. Therefore, the company passed the smooth implementation of this to specific objects.
2. In line with the company’s business development plan
The use of the funds raised by issuing A-Shares to specific objects is in line with the company’s strategic development direction. After the raised funds are in place, it will help to improve the company’s capital strength, enhance the company’s risk prevention ability, improve the company’s comprehensive competitiveness, enhance the company’s position in the industry, and bring new performance growth points to the company. Therefore, the issuance of A-Shares to specific objects is of positive significance to the operation and development of the company, conducive to the long-term, stable and sustainable development of the company and in line with the interests of the company and all shareholders.
3. Issuing shares to specific objects is the best financing method for the company at this stage
Financing through equity will bring higher cost than financing through bonds. If the company carries out financing through the above two methods, on the one hand, it will lead to the increase of the overall asset liability ratio of the company, improve the financial risk of the company and reduce the solvency and anti risk ability of the company. On the other hand, it will produce higher interest expenses, squeeze and reduce the overall profit space of the company, which is not conducive to the steady development of the company. Through equity financing, the company can effectively reduce the debt repayment pressure, help to ensure the smooth implementation of the raised investment project and maintain the reasonable and stable capital structure of the company.
In conclusion, it is necessary for the company to raise funds by issuing A-Shares to specific objects this time. 3、 Appropriateness of the selection scope, quantity and standard of the issuing object
The issuing object of this offering is no more than 35 specific investors. The issuing objects must be securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors and other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds. The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the inquiry results after the issuance is reviewed and approved by the Shanghai Stock Exchange and approved by the CSRC for registration. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail.
All issuers subscribe for the shares issued by the company in RMB cash at the same price. To sum up, the selection scope of this issuance object complies with the relevant provisions of the administrative measures and other laws and regulations, and the selection scope is appropriate. 4、 Rationality of the pricing principle, basis, method and procedure of this issuance (I) the pricing principle and basis of this issuance are reasonable
The pricing benchmark date of this issuance is the first day of the issuance period of the company’s shares to specific objects.
The issuance of shares to specific objects adopts the method of competitive issuance, and the issuance price shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (the average trading price of the company’s shares 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares 20 trading days before the pricing benchmark date), and two decimal places shall be reserved according to the “progressive method”.
After the company obtains the decision of the CSRC to register the issuance, the shareholders’ meeting will authorize the board of directors or the authorized person of the board of directors and the sponsor (lead underwriter) to negotiate and determine the final issuance price according to the subscription quotation of the issuing object in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities and the principle of price priority.
If the company’s shares are subject to ex rights and ex dividend matters such as dividend distribution, bonus shares and conversion of reserve fund into share capital from the pricing benchmark date of this issuance to the issuance date, the base price of this issuance will be adjusted accordingly. The adjustment method is as follows: Cash Dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Among them, P0 is the issuance reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and the issuance reserve price after adjustment is P1.
The pricing principle and basis of this offering comply with the relevant provisions of laws and regulations such as the administrative measures, and the pricing principle and basis of this offering are reasonable.
(II) the pricing method and procedure of this offering are reasonable
The pricing methods and procedures of this offering are in accordance with the relevant provisions of the administrative measures and other laws and regulations. The company held a board of directors and disclosed the relevant announcements on the website of the exchange and the information disclosure media designated by the CSRC, which will be submitted to the general meeting of shareholders of the company for deliberation.
The pricing methods and procedures of this offering comply with the relevant provisions of the administrative measures and other laws and regulations, and the pricing methods and procedures of this offering are reasonable.
To sum up, the pricing principle and basis of this issuance
