Securities code: Will Semiconductor Co.Ltd.Shanghai(603501) securities abbreviation: Will Semiconductor Co.Ltd.Shanghai(603501) Announcement No.: 2022058 convertible bond Code: 113616 convertible bond abbreviation: Weill convertible bond
Will Semiconductor Co.Ltd.Shanghai(603501)
Announcement on the increase of Ingenic Semiconductor Co.Ltd(300223) shares held by wholly-owned enterprises of the company and related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Will Semiconductor Co.Ltd.Shanghai(603501) (hereinafter referred to as "the company"), a wholly-owned enterprise, Shaoxing Weihao enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Shaoxing Weihao"), intends to increase its holdings of Ingenic Semiconductor Co.Ltd(300223) (hereinafter referred to as " Ingenic Semiconductor Co.Ltd(300223) ") shares (hereinafter referred to as "the transaction") by means of centralized bidding or block trading at a price of no more than RMB 4 billion, and the cumulative number of Ingenic Semiconductor Co.Ltd(300223) shares held after the increase is no more than 50 million shares, Not more than 10.38% of Ingenic Semiconductor Co.Ltd(300223) total share capital.
This transaction constitutes a connected transaction and does not constitute a major asset reorganization
This matter has been deliberated and approved at the 59th meeting of the 5th board of directors and the 53rd meeting of the 5th board of supervisors held by the company on May 22, 2022, and the related directors avoided voting on the proposal. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
As of the disclosure date of this announcement, in the past 12 months, the company has participated in the subscription of Ingenic Semiconductor Co.Ltd(300223) shares issued to specific objects. After the completion of Ingenic Semiconductor Co.Ltd(300223) non-public offering, the company has been allocated Ingenic Semiconductor Co.Ltd(300223) 5 Qingdao Eastsoft Communication Technology Co.Ltd(300183) shares at the issue price of 103.77 yuan / share, with a total equity subscription payment of 54999998991 yuan; The company purchased Ingenic Semiconductor Co.Ltd(300223) 18604904 shares through centralized bidding in the secondary market, and paid a total equity purchase price of 151831520623 yuan. In addition, the company has no other related party transactions with related parties.
Special risk tips:
The investment amount considered by the company this time does not represent the actual increase amount of the company. The increase of Ingenic Semiconductor Co.Ltd(300223) shares of the company needs to consider the company's cash flow and Ingenic Semiconductor Co.Ltd(300223) stock price changes and other factors, and the number of shares increased has great uncertainty. Investors are requested to fully consider investment risks and invest cautiously.
This transaction may increase the company's overall debt scale, increase the company's financial expenses and have a certain impact on the company's net profit. Investors are requested to fully consider investment risks and invest cautiously.
The company designates Ingenic Semiconductor Co.Ltd(300223) shares held as financial assets measured at fair value and whose changes are included in other comprehensive income. The changes in fair value will not affect the company's profits and losses and the company's net profit. If the Ingenic Semiconductor Co.Ltd(300223) stock price drops sharply before the company disposes of the Ingenic Semiconductor Co.Ltd(300223) stock, the retained earnings of the company will be lost. Investors are requested to fully consider investment risks and invest cautiously.
This transaction of the company is based on the consideration of semiconductor industry investment. It is optimistic about the market development prospects of Ingenic Semiconductor Co.Ltd(300223) storage chip, analog and interconnection chip and other main businesses in the medium and long term, and strengthens the strategic cooperation with Ingenic Semiconductor Co.Ltd(300223) in the main business. The validity period of this transaction is 12 months from the date of deliberation and approval of the general meeting of shareholders. This transaction is not for the purpose of controlling Ingenic Semiconductor Co.Ltd(300223) and there is a risk that the project cooperation will not be promoted as expected in the future. Investors are requested to fully consider investment risks and invest cautiously.
1、 Overview of related party transactions
(I) basic information of this transaction
Shaoxing Weihao, a wholly-owned enterprise of the company, plans to increase its holdings of Ingenic Semiconductor Co.Ltd(300223) shares through centralized bidding or block trading, with a total investment of no more than RMB 4 billion, and the cumulative number of Ingenic Semiconductor Co.Ltd(300223) shares held after the increase is no more than 50 million shares, no more than 10.38% of the total share capital of Ingenic Semiconductor Co.Ltd(300223) shares. The capital source of this transaction is about 40% of its own funds and about 60% of the funds raised by bank loans and other financing methods allowed by laws and regulations, which does not involve the use of raised funds.
In view of the fact that the company's related parties Beijing Huachuang Xinyuan Technology Co., Ltd. (hereinafter referred to as "Huachuang Xinyuan") and LV Dalong hold Ingenic Semiconductor Co.Ltd(300223) equity respectively, if the company increases the proportion of Ingenic Semiconductor Co.Ltd(300223) equity to more than 5%, the continued increase of Ingenic Semiconductor Co.Ltd(300223) equity may tilt the resources of the related parties or affect their investment decisions, the company will perform the relevant decision-making procedures for the continued increase of Ingenic Semiconductor Co.Ltd(300223) shares in accordance with the related party transactions jointly invested with the related parties. According to article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, huachuangxin was originally an affiliated legal person of the company and Mr. LV Dalong was an affiliated natural person of the company. Therefore, this transaction constitutes a connected transaction. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
This transaction shall be valid for 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. During the above validity period, the company does not seek to control Ingenic Semiconductor Co.Ltd(300223) control. If during the period Ingenic Semiconductor Co.Ltd(300223) there is a change in the total share capital due to the conversion of capital reserve into share capital, bonus shares and other matters, the above-mentioned increase in share capital shall be adjusted accordingly.
(II) purpose and reason of this transaction
1. The global semiconductor market continues to grow, and the fluctuation of capital market brings industrial investment opportunities
Since December 2021, the capital market has fluctuated violently, and the stock prices of Listed Companies in the semiconductor industry have fallen sharply. The China semiconductor chip (990001. CSI) index, which reflects the stock price performance of Listed Companies in the semiconductor industry in the A-share market, fell from the highest 1221246 points in December 2021 to the lowest 667809 points in April 2022, down 45.32%. Under the background of sustained growth in the global semiconductor market, especially in China's semiconductor industry in the medium and long term, the short-term sharp fluctuations in the capital market have led to some high-quality companies in the industry showing better advantages in valuation and better industrial investment opportunities.
2. From the perspective of semiconductor industry investment, the company is optimistic about the market development prospect of Ingenic Semiconductor Co.Ltd(300223) main business in the medium and long term
Ingenic Semiconductor Co.Ltd(300223) has good technical advantages in memory technology, simulation and interconnection technology, embedded CPU technology, etc. the core technology of the product is independent and controllable, and has an international integrated circuit design team. In 2021, Ingenic Semiconductor Co.Ltd(300223) achieved an operating revenue of 5.274 billion yuan, a year-on-year increase of 143.07%, and a net profit attributable to shareholders of listed companies of 926 million yuan, a year-on-year increase of 116527%.
The company believes that in the medium and long term, Ingenic Semiconductor Co.Ltd(300223) performance will comply with the development of semiconductor industry and show strong growth. With product technology advantages and global market position, the operating performance will continue to improve in the medium and long term, and the overall valuation is expected to continue to improve.
3. Ingenic Semiconductor Co.Ltd(300223) as a global technology leading IC design enterprise, it can realize effective resource complementarity with the company
In May 2020, Ingenic Semiconductor Co.Ltd(300223) completed the acquisition of Beijing Sicheng Semiconductor Co., Ltd. (hereinafter referred to as "Beijing Sicheng"), and its operating performance increased significantly. Beijing Sicheng has worked in the field of memory for more than 30 years, forming a complete set of technical system and engineering guarantee system, which can provide various memory products with high quality and high reliability for the fields of automotive electronics, industry and medical treatment, as well as chips for the communication industry and high-end consumer electronics industry Ingenic Semiconductor Co.Ltd(300223) 's main business and products, especially memory chips, have strong competitive advantages in the world, and its products have a broad market space Ingenic Semiconductor Co.Ltd(300223) and the company are both leading IC design enterprises. Downstream customers are oriented to automotive, industrial, medical, communication and other fields, which can realize effective resource complementarity.
4. It is expected to strengthen business strategic cooperation and actively repay shareholders, which is in line with the company's development strategy
In order to further strengthen business strategic cooperation with Ingenic Semiconductor Co.Ltd(300223) and realize complementary resources, the company plans to continue to increase its holdings of Ingenic Semiconductor Co.Ltd(300223) shares by no more than RMB 4 billion through centralized bidding or block trading. This transaction will help the company strengthen the strategic cooperation with Ingenic Semiconductor Co.Ltd(300223) in business. At the same time, the company is expected to obtain certain investment income by investing in Ingenic Semiconductor Co.Ltd(300223) and help to improve the embedded value of the company's assets and long-term investment benefits, and actively return to the company's shareholders, which is in line with the company's development strategy.
(III) decision making procedure of this transaction
The company held the 59th meeting of the 5th board of directors on May 22, 2022, and adopted the proposal on increasing the holding of Ingenic Semiconductor Co.Ltd(300223) shares and related party transactions by wholly-owned enterprises of the company with 7 affirmative votes, 0 negative votes and 0 abstention votes. Related directors Mr. LV Dalong and Mr. Chen Zhibin avoided voting on the proposal. The independent directors of the company have approved the transaction in advance and expressed their independent opinions. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) related party transactions in the past 12 months
In the past 12 months, the related party transactions related to the subscript of the same transaction category between the company and the same related party or between the company and different related parties are only the purchase of Ingenic Semiconductor Co.Ltd(300223) equity. See "IV. current holding of Ingenic Semiconductor Co.Ltd(300223) equity by the company" in this announcement for details.
2、 Introduction to related parties
(I) Beijing Huachuang Xinyuan Technology Co., Ltd
1. Introduction to related party relationship
Mr. Chen Zhibin, the director of the company, is the former director and general manager of huachuangxin, the Ingenic Semiconductor Co.Ltd(300223) shareholder. According to article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, huachuangxin was originally an affiliated legal person of the company. As of March 31, 2022, Huachuang Xinyuan held 3 Allwin Telecommunication Co.Ltd(002231) 5713494 shares, accounting for 3.26% of Ingenic Semiconductor Co.Ltd(300223) total share capital. 2. Basic information of related parties
Company name: Beijing Huachuang Xinyuan Technology Co., Ltd
Unified social credit code 9111010834842279x6
Date of establishment: July 1, 2015
Enterprise nature: limited liability company (sole proprietorship of legal person)
Registered address: No. 186, middle section, 2nd floor, building a, building 3, yard 9, Yongfeng Road, Haidian District, Beijing
Legal representative: Chen Zhibin
Registered capital: 100000 yuan
Technology development, technology promotion, technology transfer, technical consultation and technical services. (the enterprise's main business in accordance with the law shall choose its own business items and carry out business activities; the projects that must be approved according to the law shall carry out business activities according to the approved contents after being approved by relevant departments; it shall not engage in business activities of projects prohibited and restricted by the industrial policies of this city.)
The shareholder Beijing integrated circuit design and sealed test equity investment center (limited partnership) holds 100% of the shares
Actual controller Liu Yue
Main financial data December 31, 2021
(unit: 10000 yuan) total assets net assets operating income net profit
58,441.16 58,441.16 82,310.33 51,306.04
There is no other relationship between Huachuang Xinyuan and the company in terms of property rights, business, assets, creditor's rights and debts, personnel and other aspects, and there is no relationship of concerted action.
(II) LV Dalong
1. Introduction to related party relationship
Mr. LV Dalong is a director of the company. According to article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, Mr. LV Dalong is an affiliated natural person of the company. As of March 31, 2022, Mr. LV Dalong held Ingenic Semiconductor Co.Ltd(300223) 3210231 shares, accounting for 0.67% of Ingenic Semiconductor Co.Ltd(300223) total share capital.
2. Basic information of related parties
Mr. LV Dalong, male, Chinese nationality, has long lived in China and has not obtained the right of residence in other countries or regions. Mr. LV Dalong served as the executive partner of Jiaxing Huaqing Longxin Haowei equity investment partnership (limited partnership) and Jiaxing Huaqing gingko Haowei equity investment partnership (limited partnership), and as the executive director and manager of Beijing Huaqing boguang Venture Capital Co., Ltd; In addition, LV Dalong also served as executive director of Tibet Longxin Investment Co., Ltd. and Huaqing Jiye Investment Management Co., Ltd.
Up to now, Jiaxing Huaqing Longxin Haowei equity investment partnership (limited partnership), Jiaxing Huaqing gingko Haowei equity investment partnership (limited partnership) and Beijing Huaqing boguang Venture Capital Co., Ltd., controlled by Mr. LV Dalong, hold 28815261 circulating shares of the company, accounting for 3.29% of the current total share capital of the company. In addition, there is no property right, business, assets, creditor's rights and debtor between Mr. LV Dalong and the company
After verification, none of the above related parties is a dishonest person.
3、 Basic information of related party transactions
(I) overview of the subject matter of the transaction
The subject matter of this transaction is Ingenic Semiconductor Co.Ltd(300223) shares. The company plans to increase its holdings of Ingenic Semiconductor Co.Ltd(300223) shares through centralized bidding or block trading.
(II) basic information of the target company
Company name: Ingenic Semiconductor Co.Ltd(300223)
Unified social credit Code: 91110 Sufa Technology Industry Co.Ltd.Cnnc(000777) 6681570
Registered address: a101-a113, first floor, building 14, East District, yard 10, northwest Wangdong Road, Haidian District, Beijing legal representative: Liu Qiang
Registered capital: 481569911 yuan
Date of establishment: July 15, 2005
Business scope: R & D, design, entrusted processing and sales of semiconductor integrated circuit chips; Design and development of computer software and hardware and computer network software and hardware products; Sales of computer software, hardware and auxiliary equipment, electronic components and communication equipment; Technology development, technology transfer, technical consultation, technical services and technical training; Technical inspection; Import and export of goods, technology and agent import and export; Rent office space and commercial space. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(III) operation and main financial indicators
Ingenic Semiconductor Co.Ltd(300223) is set for integrated circuit
