Reply to the inquiry letter on the examination of Changzhou Galaxy Century Microelectronics Co.Ltd(688689) the application documents for issuing convertible corporate bonds to unspecified objects
(Revised Version)
Sponsor (lead underwriter)
(Building 4, No. 66 Anli Road, Chaoyang District, Beijing)
April, 2002
Shanghai Stock Exchange:
According to the requirements of the examination and inquiry letter on the application document of Changzhou Galaxy Century Microelectronics Co.Ltd(688689) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “inquiry letter”) issued by your exchange on January 21, 2022, China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities”, “sponsor” or “sponsor”) as the sponsor (lead underwriter) of Changzhou Galaxy Century Microelectronics Co.Ltd(688689) (hereinafter referred to as ” Changzhou Galaxy Century Microelectronics Co.Ltd(688689) ,” issuer “or” company “) issuing convertible corporate bonds to unspecified objects, Together with the issuer and the issuer’s lawyer Guohao law firm (Nanjing) (hereinafter referred to as “Guohao law firm”, “issuer’s lawyer”, “lawyer”) and the reporting accountant Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin accountant”, “reporting accountant”, “accountant”) and other relevant parties, in line with the principles of diligence, honesty and trustworthiness, we have a serious discussion on the issues raised in the inquiry letter one by one Check and implement, and reply and explain one by one. The specific reply is attached.
Explanation on the content, interpretation, format, supplementary and updated disclosure of the reply:
1. Unless otherwise specified, the abbreviations or terms used in this reply have the same meanings as those in the prospectus for Changzhou Galaxy Century Microelectronics Co.Ltd(688689) issuing convertible corporate bonds to unspecified objects (draft application).
2. In this reply, if the mantissa of the total count is inconsistent with the mantissa of the sum of the listed values, it is caused by rounding.
3. The font of this reply represents the following meanings:
The questions listed in the inquiry letter are in bold (BOLD)
Reply to the questions listed in the inquiry letter
The contents listed in the original prospectus are in Song typeface
Amendments and supplements to the prospectus (in BOLD)
The revised content is in italics (BOLD)
catalogue
1. About the industrialization project of vehicle specification semiconductor devices 42. On the scale of financing 273. About revenue forecast 414. With regard to financial investments 495. About the operation 566. On other issues 67. General opinions of the sponsor eighty-nine
1. About the industrialization project of vehicle specification semiconductor devices
1.1 according to the prospectus and application materials, (1) one of the projects raised and invested this time is the industrialization project of vehicle specification semiconductor devices; (2) At present, the company’s products are mainly used in home appliances, computers and peripheral equipment, networks and communications, and there are relatively few products in high-end application fields such as automotive electronics. The company plans to gradually increase the market share of the company’s high-end semiconductor discrete device products; (3) There is no independent production line for the company’s vehicle specification grade semiconductor discrete device products, which needs to share the production line with the existing consumer grade semiconductor discrete devices, but the vehicle specification grade products have higher requirements for equipment; (4) As of November 30, 2021, the company had 295043 million yuan of orders in hand for vehicle specification products. According to the calculation, the average annual sales revenue after the project is fully completed is 405988000 yuan; (5) In recent years, new devices such as MOSFET and IGBT have developed rapidly. In some application scenarios with high requirements, the realization mode of circuit function has changed, resulting in local iteration of diode and triode products.
The issuer explains: (1) this project involves the specific types and application scenarios of the products. If there is any qualification certification for vehicle grade semiconductor devices compared with other applications, the requirements for product performance, production process and technology advanced should be specified. If so, please specify the specific contents. (2) Compare the products of the previous raised investment project with the existing product structure of the company, and explain whether the raised investment project involves new products; In combination with the company’s current production, sales and technical reserves of discrete devices in the automotive electronics field, explain the corresponding relationship between the technology required by the raised investment project and the issuer’s existing core technology and research projects, whether it involves new technology, whether it has the basis for carrying out relevant technology research and development, and whether there are major uncertainties in the research and development work; (3) There are differences in the requirements of vehicle specification level semiconductor device production equipment compared with the issuer’s existing equipment, and whether the equipment to be purchased in this raised investment project is special and can be common with the existing equipment; (4) Explain the capacity digestion measures of the raised investment project in combination with the product market scale, market competition pattern, future development trend and the company’s orders in hand and order development plan; (5) Combined with the technical iteration of vehicle specification level semiconductor devices and the current mainstream level of the industry, explain the advantages and disadvantages of the relevant technologies of the company’s raised investment projects compared with the mainstream level of the industry, the specific measures of the company to deal with the technical iteration, and whether there is a risk of the technology being iterated.
[description of issuer]
1. The project involves the specific types and application scenarios of the products. If there are differences in the performance requirements, production processes and advanced technology requirements of vehicle gauge semiconductor devices compared with other applications, please specify the specific contents if there are any differences.
(I) specific types and application scenarios of products involved in this raised investment project
The products involved in this raised investment project are vehicle specification level semiconductor discrete devices, which are mainly used in automotive electronics
Domain is the basic component of automotive electronics, which plays the functions of rectification, switching, mixing and so on in all kinds of automotive electronics;
At the same time, it can also be applied to high-end consumer goods and precision industrial products.
In practical applications, semiconductor discrete devices and semiconductor integrated circuits (ICS) work together to complete specific tasks
Realization of line function. Among them, the main function of integrated circuit is to realize the main functions of the line (transceiver
Control, monitoring, adjustment, etc.); Discrete devices mainly cooperate with integrated circuits to strengthen or cooperate with the realization of functions,
Such as supplying power to integrated circuits; Provide a simple voltage reference for the line or clamp the voltage range in the local line
Within the expected voltage; Prevent reverse connection of line power supply; Absorb static electricity, line surge impact and other protection functions;
Rectification, switching, amplification and other specific control of high voltage and large current.
Taking automotive electronics as an example, the project involves specific types and applications of products
The scenario is as follows:
Application scenario Changzhou Galaxy Century Microelectronics Co.Ltd(688689) supporting capacity product type specific purpose
Headlight DC / DC conversion, battery anti inversion, main control IC switch control, BLDC motor drive, small signal triode / power triode stepping motor drive, full axle drive, LED drive intelligent vehicle lighting system needs advanced LED drive MOSFET Power and dimming
Dynamic solutions, including detection functions such as open circuit of LED lamp string, overload tail lamp DC / DC voltage rise and fall conversion, LED driven vehicle lighting, PWM, constant current and other control functions. Dynamic control, etc
Led company has a complete supporting scheme of discrete small signal diode / power diode headlights – main control IC power supply, signal controller and whole lighting device for automotive LED lighting, including high-power LED driver – Schottky diode flow, etc
Power MOSFET, power management IC power supply device, tail lamp – low voltage line high frequency rectification
Motor driver, ESD protection device and other small signal diodes, front / tail lamp Lin / CAN bus protection, etc
-ESD protection diode
Power diode front / tail lamp – overload and overcurrent protection, clamping, etc
-Transient suppression diode
Adas radar – battery anti inversion, DC / DC to signal triode / power triode switch, etc
Advanced auxiliary system ADAS widely uses image sensor MOSFET ADAS ECU master IC switch, comparator advanced auxiliary device and lidar detector. The company provides comprehensive drive, power management, high-speed switch, etc
The product combination of discrete devices of the driving system includes the small signal diode for controlling radar on, the high-frequency device for protecting ADAS off by ADAS radar / ecu-can bus, and the power ESD protection diode for DC / DC conversion of the system
MOSFET, high frequency power diode dedicated to image signal processing, ADAS radar – high frequency switch, etc
Triode, etc. – very fast recovery diode
Small signal triode / power triode ADAS ECU – low voltage line amplification, switch, etc. – bipolar / digital triode
Application scenario Changzhou Galaxy Century Microelectronics Co.Ltd(688689) supporting capability product type specific purpose
Power diode ADAS radar – line overload protection, etc
-Transient suppression diode adaseu – overvoltage protection, clamping, etc
Small signal triode / power triode motor drive, master IC switch control, etc. – MOSFET
Small signal diode / power diode, high frequency switch, freewheeling, etc
The complete power solution includes several important Tuo Schottky diodes
Power transmission structure, multi power diode bypass rectifier of the company’s discrete device products, etc
The system plays a key role in three modules – very fast recovery diode
Power diode load shedding protection, clamping, etc
-Transient suppression diode
Small signal diode can bus protection
-ESD protection diode
