Business independence was questioned again, BYD Semiconductor was asked by the China Securities Regulatory Commission about the reasons for purchasing 8-inch equipment | BYD_Sina Finance_Sina

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Original title: Business independence is questioned again,BYDSemiconductor was asked by the China Securities Regulatory Commission the reason for the purchase of 8-inch equipment

After the GEM IPO meeting, while waiting for the listing, BYD Semiconductor ushered in a second inquiry from the China Securities Regulatory Commission, and was asked to explain whether it has the ability to operate independently and whether there is a major shareholder BYD (002594.SZ) to convey benefits to it. situation.

Since the sprint for the A-share IPO, BYD Semiconductor has been regarded by the market as the “first stock of car cores”. At present, BYD Semiconductor’s “technical quality” has not really been tested by the market, but its IPO journey is quite bumpy.

Since applying for listing on the Growth Enterprise Market, BYD Semiconductor has been suspended three times by the Shenzhen Stock Exchange for its issuance and listing review.

At the inquiry session of the China Securities Regulatory Commission, BYD Semiconductor was once again asked to supplement key issues such as business independence, whether the intermediary was diligent and conscientious, and whether the procurement of equipment was in line with the development trend of the semiconductor industry.

　　Independence is questioned again: Is there a situation where major shareholders transmit benefits?

On May 12, the “Inquiry Questions about the Registration Stage of BYD Semiconductor Co., Ltd.” (hereinafter referred to as “Inquiry”) released on the official website of the China Securities Regulatory Commission showed that BYD Semiconductor should combine the purchase quantity, price and related proportion of similar products of the controlling shareholder BYD. situation, indicating whether it has the ability to operate independently.

As early as January 27 this year, BYD Semiconductor’s IPO has been held in Shenzhen Stock Exchange. During the inquiry stage of the CSRC, the company’s business independence was questioned again.

Regarding the connection between BYD Semiconductor and BYD, the controlling shareholder, the China Securities Regulatory Commission asked BYD Semiconductor to explain,Whether the company has the ability to operate independently; whether there is a situation in which major shareholders transfer benefits to the issuer; explain the specific embodiment of business development to non-related parties based on market-oriented negotiations, and the development results of non-related party customers.

According to the prospectus, BYD, as the controlling shareholder of BYD Semiconductor, holds 72.30% of its shares. About 60% of BYD Semiconductor’s revenue comes from the controlling shareholder, and the gross profit margin of related sales of similar products is higher than that of non-related sales.

In 2019, 2020 and 2021, BYD Semiconductor’s sales of goods, labor services and contract energy management services to related parties (mainly sales to BYD Group) were 601 million yuan, 851 million yuan, and 2.006 billion yuan, respectively, accounting for 100 million yuan in sales. The proportion of income was 54.86%, 59.02% and 63.37% respectively.

It is worth noting that in 2021, the net profit of BYD, the controlling shareholder, will drop by 34.03%, while BYD Semiconductor will achieve a performance increase of 649.54%. At the same time, BYD Semiconductor also uses BYD’s financial system through authorization and uses BYD’s free authorized trademarks.

　　8 reasons why large-scale purchases are facing obsolescenceinch device?

BYD Semiconductor, formerly known as BYD Microelectronics, was established in October 2004 as a joint venture between BYD and BFE Ventures. Since then, BYD Microelectronics has been reorganized and renamed BYD Semiconductor. For more than ten years since its establishment, BYD Semiconductor has not conducted external financing. Until a year before the IPO, BYD Semiconductor announced external financing.

In June 2021, BYD launched a spin-off and listing plan, and planned to spin off its subsidiary BYD Semiconductor to list on the Growth Enterprise Market. The prospectus disclosed that BYD Semiconductor plans to issue no more than 50 million shares this time, accounting for 10% of the company’s total share capital after the public offering, and plans to raise 2 billion yuan. If issued according to the top grid, the total valuation of BYD Semiconductor is about 27 billion yuan.

At present, BYD Semiconductor’s main business is divided into five major sectors: power semiconductors, intelligent control ICs, intelligent sensors, optoelectronic semiconductors, manufacturing and services. Among them, the power semiconductor business revenue involving automotive-grade chips accounted for about 41% of the total revenue.

Since the semiconductor IDM model is characterized by heavy capital, capital-intensive, and long profit cycle, it is very important for enterprises in the growth stage to step on the development trend of the industry.

At present, most international mainstream semiconductor equipment manufacturers have invested more resources in the R&D and production of 12-inch equipment, and have stopped or reduced the production of 8-inch wafer equipment.Domestically engaged in semiconductor power devices, equipment, large silicon wafersSilan Micro(600460.SH), Xinyuan Micro (688037.SH), Shanghai Silicon Industry-U (688126.SH), etc. are all making efforts to promote the layout of 12 inches.

According to SUMCO, with the continuous withdrawal of backward production capacity in the future, the production capacity of small-inch silicon wafers will gradually shift to 8 inches, while the production capacity of 8-inch silicon wafers will gradually shift to 12 inches, and the proportion of large-inch silicon wafers will continue to rise.

　　But BYD Semiconductor’s business layout has not followed the industry trend. The prospectus shows that it is planned to implement the power semiconductor capacity construction project by the holding subsidiary Jinan Semiconductor. The project will be in the ramp-up stage in 2022.Mainly purchase assets such as wafer production lines and land from third parties to deploy production capacity。

　　The equipment purchased by Jinan Semiconductor this time is mainly 8inch wafer chip production line equipment. It is known that,BYD Semiconductor purchased for 3.05 billion yuanJinan High-tech(Protection) Wafer manufacturing equipment owned by Scientific and Technological Achievement Transformation Brokerage Co., Ltd. (hereinafter referred to as “Jinan Broker”). This set of equipment is used for 8-inch wafer manufacturing, including key equipment such as lithography machines and ion implanters. Some of the equipment will be Used to invest in Jinan Semiconductor.

　　The move by BYD Semiconductor has drawn regulatory attention.The SFC believes that in replying to the Shenzhen Stock Exchange’s inquiry,BYD Semiconductor has not yet fully explained that it is still investing on a large scale8The rationality of the purchase of inch wafer equipment requires the company to further explain8Whether the inch wafer production equipment is facing the risk of elimination and price decline; The evaluation method and evaluation process of the relevant assets, the basis for pricing and its rationality, and whether the designed production capacity of the acquired assets matches the estimated production capacity.

According to the prospectus, on August 24, 2021, BYD Semiconductor, Jinan High-tech Finance Investment Co., Ltd. and Jinan Industrial Development Investment Group Co., Ltd. jointly established Jinan Semiconductor with a registered capital of 4.9 billion yuan, of which BYD Semiconductor subscribed for about 3.81 billion yuan. , the investment ratio is 77.75%. Jinan Semiconductor will mainly conduct research and development, production and sales of power semiconductor devices in 8-inch fabs in the future.

As of the end of 2021, Jinan Semiconductor is still in a state of loss, and its own operating income cannot cover the costs and expenses such as depreciation and amortization, share payment, and R&D investment that occur in the same period, and it is in a state of loss. In 2021, Jinan Semiconductor’s total assets will be 4.234 billion yuan, with a net profit loss of 63.7644 million yuan.

　　There is a big difference in the net profit between the two forecasts. Is the intermediary diligent and responsible?

　　The core of the registration system is information disclosure, and in the second round of inquiries submitted by BYD to the Shenzhen Stock Exchange, there were two large differences in predictions.

Among them, when the Jinan project wafer output was last predicted to be 160,000 pieces, BYD Semiconductor expected a net profit of 67 million yuan in 2022; in the special statement submitted to the Shenzhen Stock Exchange, when the wafer output was 158,100 pieces, it was estimated that the net profit in 2022 would be 67 million yuan. Profit of 277 million yuan.

The CSRC requires sponsors and reporting accountants to check the above matters and issue clear opinions. Combined with the fact that the scale of the acquired assets exceeds the scale of BYD Semiconductor’s assets and has not yet been operated, in the case that BYD Semiconductor has not issued a profit forecast,Explain whether the relevant verification opinions in the IPO application documents provided to the Exchange are prudent and diligent.

　　The reason why the net profit is calculated is because the Shenzhen Stock Exchange has asked BYD Semiconductor to explain in detail: buy a large number of 8After inch equipment, reserved equity to implement equity incentives, and purchase of land required by the joint venture, BYD Semiconductor’sWhether the impact of future depreciation and amortization, share-based payment expenses, and interest expenses will lead to performance losses for the company.

According to the prospectus, BYD Semiconductor purchased wafer manufacturing equipment at a transaction price of 3.05 billion yuan and successively invested in Jinan Semiconductor. In November 2021, Jinan Semiconductor purchased the required land use rights, factory buildings and supporting facilities for 1.85 billion yuan.

Will BYD Electronics suffer a loss in performance when it goes public? In this regard, the “language” of the intermediary’s reply to the Shenzhen Stock Exchange was obscure and difficult to understand: on the basis of a series of assumptions made by the issuer, without considering the possible impact of situations outside the scope of the assumptions, the management returned to depreciation and amortization, share-based payment, interest The conclusion that the three expenses including expenses will not lead to the issuer’s performance loss in 2021 and 2022 is reasonable.