With the international production capacity and market shift to China, the competition in the semiconductor industry has also begun to concentrate on the Chinese market. In order to enhance the competitiveness in the market, entering the capital market has also become a realistic route for many Chinese semiconductor companies.
Zhaoyi innovation 1.7 billion "double high" mergers and acquisitionsZhaoyi Innovation released the “Issuance of Shares and Payment of Cash to Purchase Assets and Raise Matching Funds (Revised Draft)â€, which is planned to acquire Hong Kong, Qingdao Haisi, Shanghai Zhengxintai and Hefei Morning Stream by way of issuing shares and paying cash. Shanghai Sixin Tuo, Qingdao Minxin, Hangzhou Tengchuang, Beijing Integration, Shanghai Pu Ruoxin, Zhao Lixin and Liang Xiaobin hold a total of 100% equity of Shanghai Si Li Wei, and it is proposed to adopt no more than 10 qualified inquiry methods. The specific investor's non-public issuance of shares to raise matching funds for the cash consideration of this transaction, 14nm process embedded heterogeneous AI inference signal processor chip development project, 30MHz active ultrasonic CMEMS process and transducing sensor research and development project, intelligence The human-computer interaction R&D center construction project and the intermediary fees related to the payment of this transaction.
The transaction price of the underlying asset is tentatively set at 1.7 billion yuan. The issue price of the shares purchased for the issuance of shares is 89.95 yuan/share, which is not less than 90% of the average stock transaction price of 120 trading days before the company's pricing benchmark. It is estimated that a total of 16,064,476 shares will be issued for the purchase of shares, and the final number of shares will be subject to the number of shares approved by the China Securities Regulatory Commission.
The specific use of the raised matching funds is as follows:
According to the audited 2016 financial data of Zhaoyi Innovation, the unaudited 2016 annual consolidated financial data of the target company and the tentative transaction price, the proportion of relevant financial indicators is calculated as follows:
The transaction price of the underlying asset to be purchased and the total value of the underlying company's total assets accounted for more than 50% of the total assets of the audited consolidated financial accounting report at the end of the listed financial year, and the underlying assets to be purchased. The high value of the net assets of the price and the target company attributable to the shareholders of the parent company accounted for more than 50% of the audited net assets attributable to the shareholders of the parent company in the most recent fiscal year of the listed company, and exceeded RMB 50 million. According to the provisions of Article 12 of the Measures for the Restructuring of Management, this transaction constitutes a major asset restructuring.
After the completion of the transaction, without considering the supporting financing, according to the tentative transaction price of the underlying assets and the preliminary calculation of the listed company's share price, Zhu Yiming directly holds 12.59% of the shares of Zhaoyi Innovation, and Zhu Yiming is the managing partner. Friends of Hengtong and Wanshun Tonghe hold 2.49% and 0.84% ​​of the shares of Zhaoyi Innovation respectively; Hong Kong Winfu holds 9.56% of the shares of Zhaoyi Innovation and promises to maintain with Zhu Yiming when exercising shareholder voting rights. Consistent. Based on the above, the voting rights of Zhaoyi Innovation, which is directly held and actually controlled and influenced by Zhu Yiming, is 25.48%, which is the controlling shareholder and actual controller of Zhaoyi Innovation. The controlling shareholder and actual controller of the listed company will not change. This transaction is not part of Article 13 of the Measures for the Reorganization of Management.
The proposed restructuring is listed.
High performance commitmentAt the same time, after mutual agreement and preliminary confirmation, the counterparty shall act as the performance undertaker and promise that the target company's net profit attributable to the parent company after 2018, 2019 and 2020 audited deducting non-recurring gains and losses shall not be less than 3. 2.1 billion yuan.
The impact of this transaction on the main businessZhaoyi Innovation said that both listed companies and target companies are mainly engaged in research and development, technical support and sales of integrated circuit chips and their derivatives. This transaction belongs to the integrated acquisition of high-quality enterprises in the same industry. After the completion of the transaction, a good scale effect can be formed. . In terms of major products, before the transaction, the main products of listed companies were non-volatile memory chips such as NOR FLASH and microcontroller MCU chips. The target company is the leading intelligent human-computer interaction solution provider in the domestic market. A new generation of intelligent mobile terminal sensor SoC chips such as touch chips and fingerprint chips are mainly used. This transaction will help listed companies to enrich their chip product lines, expand customer and supplier channels, and form complete system solutions as a whole.
During the reporting period, both listed companies and target companies had good earnings performance. According to the Semiconductor Association data, since 2012, Zhaoyi Innovation has become the largest local code design company for code-based flash memory chips in mainland China. After the listing in August 2016, the company became the only listed company in the semiconductor storage industry in the A-share market, and the storage chip market in China's domestic electronics industry has obvious advantages.
The target company is a leading provider of intelligent human-computer interaction solutions in the domestic market. Currently, the main business is the development and sales of a new generation of intelligent mobile terminal sensor SoC chips and solutions, including capacitive touch chips, fingerprint identification chips, and emerging transmissions. A complete solution for human-computer interaction, including system algorithms, as a leading supplier of capacitive touch chips and fingerprint identification chips in the domestic market, it has strong competitiveness in the domestic market. Shanghai Siliwei's products are widely used in smart mobile Internet terminals, with high barriers in both products and markets.
After the completion of the acquisition, Zhaoyi Innovation will form a positive complementary relationship with Shanghai Si Liwei in the existing supply chain, customer resources and sales channels. At the same time, through the human-computer interaction technology to support the technical performance of existing chip products, and promote market share growth, the company's brand influence will be more widely improved.
In addition, the acquisition of Shanghai Siliwei will complement the research and development technology of sensors, signal processing, algorithms and human-computer interaction of listed companies to a certain extent, enhance the productization capabilities of related technologies, and inject momentum into the further rapid development of listed companies. . After the completion of the transaction, the listed company and Shanghai Siliwei will also form positive feedback on employee incentives, training, management and other aspects, and it is expected to comprehensively improve the overall operational efficiency of listed companies and Shanghai Si Liwei.
Capacitive touch screen, fingerprint chip market will changeSi Liwei is an important supplier of capacitive touch screen chips and fingerprint identification chips in the Chinese market. Sili Wei has an absolute dominance in the COB capacitive touch screen market segment. Its product realization has a natural advantage for the current comprehensive screen products and flexible display products, and will become the main in-cell touch technology in the future. Competitor.
In the field of fingerprint identification chips, Sili Wei is currently one of the main suppliers of Huawei mobile phones. With the deepening of cooperation between the two parties, Sili Micro Fingerprint Identification Chip will exert more pressure on competitors in terms of product performance and safety. And lay a solid foundation for the next step to broaden the emerging IoT applications.
With the acquisition of Siliwei's mergers and acquisitions into Zhaoyi Innovation, with the help of the capital market, Siliwei's financing ability will be greatly improved, which will help to improve Siliwei's product trading environment and accelerate the expansion of production capacity. The speed of new product development and listing, it seems that the capacitive touch screen, fingerprint chip market is beginning to change.
According to the information that Li Xing learned from the industry, in the field of capacitive touch screen chips, in addition to some high-end chips and embedded touch display chips, foreign chip companies have basically withdrawn from the Chinese market and left for Chinese chip companies. Under the large market space of the district; in the field of fingerprint identification chips, the market development track of capacitive touch chips is basically slowly re-emerged. Foreign chip companies are withdrawing their production capacity or selling their business to Chinese enterprises. The whole market will Opened by Chinese chip companies.
Compared with the technology and market of capacitive touch screen chips, the technology and market development space of fingerprint identification chips is still very large, and the added value of products is relatively high. Therefore, Zhaoyi Innovation successfully completed the acquisition of Si Liwei and its future performance. Growth and profitability will be greatly complemented.
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