Famous economist Song Qinghui told Beijing Business Daily reporters that A shares goodwill erode performance, and goodwill in the accounts of IPO companies is the focus of attention of regulators, which can easily lead to "change of performance" after companies go public.
has a high goodwill value. Changjing Technology has "supported" IPO
after less than four years of its establishment, Jiangsu Changjing Technology Co., Ltd. (hereinafter referred to as "Changjing Technology") is about to launch an impact on the capital market. Recently, the official website of the Shenzhen Stock Exchange showed that Changjing Technology's GEM IPO was accepted and the company plans to raise 1.626 billion yuan. Behind the A-share market, Changjing Technology also has its "secret" for its rapid IPO, namely frequent mergers and acquisitions. Since its establishment, it has successively acquired 100% of the equity of Shenzhen Changjing Semiconductor Co., Ltd. (hereinafter referred to as "Shenzhen Changjing"), a subsidiary of A-share company Changdian Technology, and 100% of the equity of Jiangyin Xinshen Hongda Semiconductor Sales Co., Ltd. (hereinafter referred to as "Xinshen Hongda"). In addition, just this year, Changjing Technology also "swallowed" discrete device manufacturer Jiangsu Xinshun Microelectronics Co., Ltd. (hereinafter referred to as "Xinshun Micro").
plans to raise 1.626 billion yuan in the initial issuance
official website shows that Changjing Technology's IPO was officially accepted by the Shenzhen Stock Exchange, and the company plans to raise 1.626 billion yuan.
It is understood that Changjing Technology is a company specializing in the research, development, production and sales of semiconductor products. The company's main products can be divided into two categories according to whether they are packaged: finished products (discrete devices, power management ICs) and wafers. It is widely used in the consumer electronics and industrial electronics fields, and continues to expand the market in the automotive electronics field.
From the perspective of main business revenue composition, discrete device products contributed a relatively high proportion of revenue to Changjing Technology. From 2019 to 2021 and the first quarter of 2022, the product achieved sales revenue of approximately RMB 873 million, RMB 1.137 billion, RMB 1.62 billion, and RMB 353 million, respectively, accounting for 84.55%, 86.56%, 87.12%, and 86.55% respectively; the power management IC products achieved sales revenue of approximately RMB 157 million, RMB 174 million, RMB 235 million, and RMB 54.3629 million, respectively, accounting for 15.25%, 13.21%, 12.62%, and 13.32%, respectively.
This time, Changjing Technology plans to raise 1.626 billion yuan to invest in the annual output of 8 billion new components, an annual output of 600,000 6-inch power semiconductor chip expansion project, high-reliability power devices and power management IC project, third-generation semiconductor and IGBT technology research and development projects, and supplementary working capital, respectively, and plans to invest 523 million yuan, 285 million yuan, 229 million yuan, 190 million yuan and 400 million yuan respectively.
As of the date of signing the prospectus book, Changjing Technology's actual controller was Yang Guojiang, who controlled 34.38% of the company's shares through Shanghai Jiangcheng, Shanghai Jianghao and Shanghai Fuyu, and Shanghai Jianghao is the controlling shareholder of the company.
resume shows that Yang Guojiang was born in 1971 with a bachelor's degree and is studying for an EMBA at Tsinghua University.
Backed by mergers and acquisitions behind the IPO
has been established for less than four years, and Changjing Technology's rapid IPO has been supported by mergers and acquisitions behind the establishment.
In December 2018, Changjing Technology quickly launched a merger and acquisition, targeting the discrete device sales business and discrete device self-selling business of Changdian Technology, an A-share company.
It is understood that Changdian Technology is the third largest semiconductor packaging and testing company in the world, mainly providing packaging and testing services to chip design companies. In order to further optimize resource allocation and focus on semiconductor packaging and testing foundry business, Changdian Technology has divested its subsidiary Shenzhen Changjing and discrete devices self-sales business, which is engaged in discrete device sales business. In order to undertake the company's discrete device self-sales business and team, Changdian Technology established a new subsidiary Xinsong Hongda in November 2018 to facilitate the completion of the asset delivery of this transaction.
On December 10, 2018, Changjing Co., Ltd. (the predecessor of Changjing Technology) signed a "Share Transfer Agreement" with Changdian Technology, stipulating that Changdian Technology will transfer 100% of Xinshen Hongda's equity to Changjing Co., Ltd., with a transaction consideration of 100 million yuan; in addition, Changdian Technology also transferred 80.67% of Shenzhen Changjing's equity to Changjing Co., Ltd. at a simultaneous price of 161 million yuan.
The remaining 19.33% of the shares of Shenzhen Changjing are held by Yang Guojiang, Fan Rongding, Yang Chengping and others. In December of that year, Changjing Technology also acquired 19.33% of the shares of Shenzhen Changjing from the above-mentioned natural persons, with a total transaction price of 38.6667 million yuan.
Therefore, in 2018, Nianjing Technology acquired 100% of Shenzhen Changjing's equity and 100% of Xinshen Hongda's equity. It is worth mentioning that Yang Guojiang had worked at Changdian Technology. From June 2002 to December 2007, he served as the general manager of Changdian Technology Shenzhen Branch.
In addition, Changjing Technology completed the acquisition of 100% equity of Jiangsu Haide Semiconductor Co., Ltd. (hereinafter referred to as "Hide Semiconductor") in October 2020. It is understood that Hyde Semiconductor's original Changjing Technology's main diode packaging and testing services and centrally entrusted finished product procurement suppliers are mainly engaged in the research and development, design, production and sales of diodes. Regarding the above acquisition, Changjing Technology stated that in order to improve the company's self-sufficiency in packaging and testing capacity, further control and optimize packaging and testing costs.
. Before applying for listing, Changjing Technology had just acquired the equity of Xinshun Microcontroller.
Xinshunwei once wanted to IPO
Among the many companies acquired by Changjing Technology, Xinshunwei is relatively large in size, and the company has also provided listing guidance and wants to IPO independently.
It is understood that Xinshunwei was established in 2002. Since its establishment, it has been the main business of discrete device wafer manufacturing. After nearly 20 years of development, it has become one of the major semiconductor discrete device wafer manufacturing companies in the industry. As of the date of signing the prospectus, Xinshunwei has a 5-inch and 6-inch wafer manufacturing production line with a production capacity of 1.3 million pieces per year.
The wafer types that Xinshunwei supplies to downstream customers include diodes, transistors, MOSFETs, etc. The main raw materials of discrete devices in wafer system determine the functional and electrical parameters of the device. After being divided and packaged into finished products of discrete devices, they are finally applied to many fields such as consumer electronics and industrial control.
In February 2021, according to the disclosure of corporate counseling registration information disclosed by the Jiangsu Securities Regulatory Bureau, Xinshunwei plans to make an A-share IPO and has made a listing guidance registration. However, the prospectus was not officially submitted in the end.
In March this year, Changjing Technology completed the acquisition of Xinshun Microcontroller's equity. Since then, after negotiations between the parties to the transaction, Changjing Technology acquired 8.89% of Xinshun Micro's equity held by four shareholders including Baochen Investment, Shanghai Huifu, Jinpu Xinxing, and Jinpu Entrepreneurship in June.
As of the date of signing the prospectus, Changjing Technology held a total of 76% of Xinshunwei's direct or indirect equity and controlled 98.17% of Xinshunwei's voting rights.
Changjing Technology also stated that after acquiring Xinshunwei, the company has the full IDM industry chain capabilities in some discrete device products fields. In terms of financial data, in 2021 and the first quarter of 2022, Xinshunwei achieved net profits of approximately RMB 113 million and RMB 51.2128 million respectively.
top of the head of 946 million goodwill
Frequent mergers and acquisitions have also pushed up Changjing Technology's goodwill.
data shows that as of March 31, 2022, the book value of the goodwill in Changjing Technology's consolidated financial statements was 946 million yuan. It is worth mentioning that compared with the company's performance in recent years, Changjing Technology has a high goodwill.
financial data shows that from 2019 to 2021 and the first quarter of 2022, Changjing Technology achieved operating income of approximately RMB 1.072 billion, RMB 1.339 billion, RMB 1.902 billion and RMB 413 million, respectively; corresponding attributable net profits of approximately RMB 104 million, RMB 66.4324 million, RMB 244 million, and RMB 45.3243 million, respectively; corresponding attributable net profits of approximately RMB 95.5531 million, RMB 131 million, RMB 223 million, and RMB 41.4806 million, respectively.
famous economist Song Qinghui
famous economist Song Qinghui told Beijing Business Daily reporters that it is common for A-share goodwill to erode performance, and goodwill in the accounts of IPO companies is the focus of attention of regulators, which can easily lead to "change of performance" after companies go public. Investment and financing expert Xu Xiaoheng also pointed out that the risk of goodwill impairment brought by frequent mergers and acquisitions cannot be ignored. Once the acquisition of assets fails to fulfill the performance commitment, it will directly erode the company's performance.
In the prospectus, Changjing Technology also reminded the risks that if the operating performance of the relevant asset group acquired in the future is affected by factors such as economic situation, industrial policies, market competition, etc., and the expected operating performance cannot be achieved, the company may face the risk of goodwill impairment, which will have an adverse impact on the company's performance.
In response to related issues, Beijing Business Daily reporters sent an interview letter to Changjing Technology, but as of press time, the other party did not reply. Original title: The goodwill value is high. Changjing Technology "supports" IPO
Beijing Business Daily reporter Ma Huanhuang
