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. Investors are facing greater 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. Vanchip (Tianjin) Technology Co., Ltd
(room 2701-3, building 2, No. 19, Xinhuan West Road, TEDA)
Initial public offering and listing on the science and Innovation Board
Letter of intent
Sponsor (lead underwriter)
(Building 4, No. 66 Anli Road, Chaoyang District, Beijing)
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 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 the changes in the operation and income of the issuer or the changes in the stock price after the shares are issued according to law.
Issue overview
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued is 40.08 million. The shareholders of the company do not offer shares to the public. The proportion of new shares issued to the public in the total share capital after this issuance is 10.02%
The par value of each share is RMB 1.00
The issue price per share is [] yuan
Expected issue date: March 30, 2022
Stock exchanges and sectors to be listed Shanghai Stock Exchange Kechuang board
The total share capital after issuance is 40008 million shares
Sponsor (lead underwriter) China Securities Co.Ltd(601066)
Signing date of the prospectus: March 22, 2022
Statement and commitment
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 promises that there are no false records, misleading statements or major omissions in this prospectus, and will 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 the accounting institution shall ensure that the financial and accounting materials in the prospectus are true and complete.
The issuer and all directors, supervisors, senior managers, actual controllers of the issuer, sponsors and underwriting securities companies promise to compensate investors for losses incurred in securities issuance and trading due to 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 issues
The company specially reminds investors to pay attention to the following important matters and carefully read the text of this prospectus. 1、 Investors are particularly reminded to pay attention to the following risk factors
The company reminds investors to pay special attention to the following risk factors and carefully read other contents in “section IV Risk Factors” of this prospectus. (I) the risk that the operating income cannot grow continuously and rapidly and the profitability will be affected at the same time
The company’s products are mainly used in smart phones. The smart phone industry has the characteristics of fierce competition, rapid product and technology change, centralized head brand manufacturers and high market share. The company has gradually realized the transformation of customer structure. Customers or end customers are mainly well-known brand manufacturers, and gradually realize the import substitution of similar products from international leading manufacturers, promoting the rapid growth of the company’s revenue during the reporting period.
During the reporting period, the company’s operating revenue was 284016300 yuan, 581422700 yuan, 181044700 yuan and 1701891800 yuan respectively, with a year-on-year increase of 104.71%, 211.38% and 136.75%, which continued to grow at a high speed, driving the continuous improvement of profitability.
In case of adverse factors such as the decline of the overall shipments of the smart phone industry, the change of the cooperative relationship between the company and the head brand manufacturers, the use of self-developed RF front-end chips by the head brand manufacturers, and the sharp decline of the terminal market share of existing main customers, or the company fails to expand and iterate the product line and explore new application fields in time to cope with the fierce market competition, Both may lead to the lower purchase demand of downstream industries and customers for the company’s products, resulting in the inability of the company’s operating revenue to maintain rapid growth, and affect the company’s profitability. (II) risk of relatively low gross profit margin
The company focuses on the R & D, design and sales of RF front-end chips. The main product is pa module. At present, there is no comparable domestic listed company with PA module as the main product; The company selects overseas comparable listed companies and some domestic listed companies in the chip design industry for comparison. During the reporting period, the gross profit margin of the company was 21.89%, 18.04%, 17.92% and 26.61% respectively; Affected by the increase in the proportion of 5g PA module revenue and the overall sales price, the gross profit margin of the company increased significantly from January to June 2021, but it is still lower than that of domestic listed companies in the same industry and overseas leading manufacturers.
The unit price of the product sales is influenced by the market pricing of the similar products of the US and Japanese leading companies, the advanced nature of products and technologies, the bargaining power of customers, and the past selling prices. The unit cost of products is also affected by the purchase unit price of raw materials and sealing and testing services, as well as the supply-demand relationship of the industrial chain, and there are certain uncertainties.
If the issuer fails to launch more advanced products in time to strive for higher profit margin, the competitiveness of the products is insufficient, the sales price cannot adapt to the market competition, or the purchase price rises due to the tight supply of raw materials or packaging and testing services in the future, or the bargaining power of the company in the supply chain decreases, the company may not be able to further improve the gross profit margin, which may have an adverse impact on the profitability.
(III) it does not have the complete capability of 5g high integration RF front-end architecture scheme, and faces the risk of higher technical challenges in the process of 4G to 5g iteration
During the reporting period, the issuer mainly sold 4G integrated PA module products; For 5g smart phones, the issuer provides the architecture scheme of medium and high integration PA module combination. The issuer’s 5g highly integrated PA modules such as l-pamif were shipped in a small amount in 2020, and the revenue accounted for 6.73% from January to June 2021. As of the signing date of this offering intention, the issuer’s highly integrated l-pamid module is in the stage of sending samples to customers for verification, and does not have the complete ability of the RF front-end architecture scheme containing the combination of highly integrated PA modules, which still lags behind the international leading manufacturers. In the process of 5g iteration in downstream industries, the demand of 5g smart phones for highly integrated PA module products and architecture solutions is expected to gradually rise, and issuers will face higher technical challenges. During the reporting period, the issuer’s 4G PA module revenue accounted for 92.16%, 96.09%, 88.59% and 71.57% respectively, which is the main source of sales revenue; In 2020 and January June 2021, the revenue of 5g PA module accounted for 10.54% and 25.70% respectively. If the issuer’s core products fail to upgrade and iterate in time after entering the stable period or recession period in the future, the market share of the issuer’s 4G RF front-end products may decline; If the issuer cannot keep up with the requirements of 5g communication technology and launch l-pamid module with market competitiveness to improve the solution capability of highly integrated RF front-end architecture, it may not be able to effectively deal with the market and product technical challenges in the 5g era, which will have an adverse impact on operating revenue and profitability. (IV) stability risk of control
The actual controllers of the company are Rong Xiuli and sun Yijun, who signed the agreement on concerted action in January 2019 to maintain consistency in the decision-making and voting on major matters of the company and continue to jointly control the company. As of the signing date of this offering intention, the total proportion of shares of the issuer directly held and indirectly controlled by the two persons is 38.29%, which is higher than that of gaintech by 28.12%, with a gap of 10.17%.
For the purpose of long-term financial investment, in order to ensure the stability of the company’s control, MediaTek and its wholly-owned controlling entity gaintech jointly undertake not to seek the company’s control, and make specific special commitments on not expanding the proportion of shares and voting rights and limiting the number of directors nominated. The above commitments are permanently valid and cannot be revoked, withdrawn or modified under any circumstances; At the same time, it also promised to take remedial, corrective and binding measures for failing to fulfill the commitment not to seek control. In case of violation, it will bear corresponding legal liabilities.
If the actual controllers Rong Xiuli and sun Yijun disagree on the decision-making of major matters of the company in the future, and fail to resolve the dispute and reach an agreement in accordance with the agreement on concerted action, it may reduce the decision-making efficiency of major matters of the company and weaken the continuity and effectiveness of joint control; If MediaTek and gaintech violate the above commitments and fail to take effective measures to remedy and correct them in time, their shareholding status may affect the stability of corporate governance and corporate control. (V) risks of horizontal competition and conflict of interest between MediaTek or its controlled enterprises and the company
In order to avoid conflicts of interest, MediaTek, MediaTek investment and gaintech jointly issued a letter of commitment to avoid horizontal competition, and made commitments on not engaging in horizontal competition business, restrictions on foreign investment and relevant legal liabilities. The commitment period is until the promisor no longer holds more than 5% of the shares of the company; In addition, it has made clear in writing the responsibilities to be borne for its failure to fulfill its commitments and the further remedial and corrective measures to be taken.
If MediaTek and related parties fail to comply with the above commitments and still invest in or control enterprises operating the same or similar business as the company, it may have a conflict of interest with the company and adversely affect the business and operation development of the company. 2、 Important commitments made by relevant entities of this issuance
The specific contents of the important commitments made by the issuer, shareholders, actual controllers, directors, supervisors, senior managers, core technicians of the issuer, as well as the sponsors and securities service institutions of this offering and the binding measures for failing to fulfill the commitments are detailed in “III. important commitments” of “section 13 annex” of this prospectus. The company reminds investors to carefully read all contents of this chapter. 3、 Arrangement of profit distribution policy
Please refer to “II. Dividend distribution policy” in “section 10 investor protection” of this prospectus.
4、 Main financial information and operation after the audit deadline of financial report (I) overall operation on the audit deadline of financial report
During the period from the audit deadline of the financial report to the signing date of this offering intention, the issuer’s operation is in good condition. Benefiting from the deepening of 5g business process, the demand of downstream market continues to grow, the issuer’s product competitive advantage further appears, the operating revenue maintains a growth trend, the profitability remains stable, and there are no other major events that may negatively affect the normal operation of the company or the judgment of investors. (II) main financial information of 2021
Zhongxinghua certified public accountants reviewed the company’s balance sheet at the end of 2021 and the profit statement, cash flow statement and notes to financial statements in 2021, and issued the review report (zxhyz (2022) No. 010001).
After review, the main financial data of the company’s financial report in 2021 are as follows:
1. Consolidated balance sheet
Unit: 10000 yuan
Year on year change amount of the project from December 31, 2021 to December 31, 2020
Total assets 20399171 69.95% 12003299
Owner’s equity 11004348 96.43% 5602222
At the end of 2021, the company’s assets and liabilities were in good condition, and the total assets increased by 69.95% compared with the end of 2020, mainly due to the increase of accounts receivable caused by the expansion of business scale and the increase of the proportion of direct sales customers, the increase of inventory caused by active stock preparation, and the purchase of equipment and software authorization required for R & D and testing.
Affected by factors such as the increase of income scale, the increase of gross profit margin and the rapid growth of net profit attributable to shareholders of the parent company after excluding share based payment expenses, the amount of owner’s equity of the company increased significantly at the end of 2021 compared with the end of 2020, with a year-on-year increase of 96.43%.
2. Consolidated income statement
Unit: 10000 yuan
term
