After a lapse of four days, that is, on June 3rd, Lan Qi will give a lecture on science and technology innovation board's re-disclosure, and will "catch up" with science and technology innovation board's third listing meeting on June 1 1.
As a chip unicorn of science and technology innovation board, this "heavyweight player" has attracted much attention at the conference of science and technology in Lan Qi.
After three rounds of inquiries, from the initial 49 questions to 6 questions, from core technology to information disclosure, the questions from the issuance and examination center of Shanghai Stock Exchange were comprehensive and in-depth.
Sina Finance noted that the issuance valuation of Lan Qi Technology was lowered from the initial 22 billion yuan to 654.38+02 billion yuan.
In addition, from the technical level and the independence of the company, the relationship between Lan Qi Science and Technology and Intel has been inquired many times. The latest reply shows that the company's 20 19 performance has downside risks.
It is estimated that the valuation will be lowered by 654.38+00 billion yuan.
According to the prospectus, Lan Qi Science and Technology was established in 2004 and listed on NASDAQ on September 20 13 with an issue price of $0/KLOC-0 per share.
In less than a year, the company withdrew from the privatization of US stocks. The privatization price is $2.26 per share, and the total amount of privatization is $693 million, equivalent to RMB 4.78 billion.
After delisting from the US stock market, Lan Qi Science and Technology completed the shareholding system reform on 20 18, and then submitted the prospectus of the Science and Technology Innovation Board.
During this period, Lan Qi Science and Technology has experienced many times of capital increase, share expansion and equity transfer.
In terms of time, the latest capital increase occurred at the end of 2011. At that time, intel capital subscribed for10/0.68 million new shares at the price of10.75 million USD, and SVIC No.28 subscribed for10.08 million USD.
The overall valuation of Lan Qi Science and Technology in this transaction is 175 1 billion US dollars, equivalent to RMB1206 million yuan.
At this time, there are still four months before the Lan Qi Science and Technology Impact Science and Technology Innovation Board, and Intel got on the bus of "sudden shareholding".
It is worth noting that before this transaction, the overall valuation of the second equity transfer of Lan Qi Science and Technology was only 5 1.34 million yuan, and the company's value-added rate was 1.35% in just six months.
Not only that, the sponsor also set the estimated market value of the issue at not less than 22 billion yuan. In half a year, the valuation of Lan Qi Science and Technology was 654.38+0 billion yuan higher than that of the sixth capital increase.
The IEC asked Lan Qi Science and Technology to explain the reasons for the rapid increase in valuation, whether the intermediary agencies' evaluation basis for the estimated market value of this offering is sufficient, and whether the evaluation results are cautious.
According to the reply of Lan Qi Science and Technology, the P/E ratio of 56,543.8+0.34 billion yuan is 6,543.8+0.71.20 billion yuan is 6,543.8+0.07./kloc-0.08 billion yuan.
As for the rapid growth of valuation, there are two reasons, one is the rapid growth of the company's performance, and the other is the recognition of the company's commercial value and future performance growth by investors.
As for the estimated market value of the 22 billion issue, the sponsor analysts refer to the average price-earnings ratio of 78. 18 and the average price-earnings ratio of 12.53 of listed companies in the same industry.
According to these two valuation methods, the valuation of Lan Qi Science and Technology is calculated to be 57.609 billion yuan and 22 billion yuan respectively.
It also shows that the unlisted capital increase of the company is not comparable with equity transfer price valuation and post-listing issuance, and the estimated market value of the issuance can not be lower than the latest capital increase price in theory.
However, this statement obviously did not convince the Shanghai Stock Exchange Audit Center.
In the second inquiry, he asked intel capital whether he had a clear listing expectation and whether the stock price was fair, because the post-intel capital valuation was175100000000 (120000000000 RMB), and the issuer's estimated market value was not less than 2.2 million100000000 RMB.
This time, Lan Qi Technology denied the short-term listing expectation, and had to move out of the valuation level of the listed company's acquisition of companies in the same industry and the valuation level of other projects invested by Intel in the same industry in the same period. The P/E ratio is 15.87- 18.57 times, with no difference and fairness.
Intel capital's post-654.38+02 billion valuation description.
For the estimated market value of 22 billion yuan, in the second reply of Lan Qi Science and Technology, the sponsor institution updated the estimated market value of the issue to not less than1200 million yuan.
Some investment bankers said that the first estimated valuation gave a high valuation, but the reason was far-fetched.
In view of the previous case of science and technology innovation board Baodai's unauthorized revision of inquiry, the safest statement is to choose the second post-investment valuation not lower than the previous round of investment, so as to declare the passed safety card.
The relationship with Intel has been asked many times.
In the same year that Intel became a shareholder, the acquisition of Intel by Lan Qi Technology increased significantly. As customers, suppliers and shareholders, the complex relationship between Intel and Lan Qi Science and Technology was inquired three times by the Science and Technology Innovation Board Audit Committee, which included both technical issues and the independence of the company.
In 20 18, the sales of Lan Qi Science and Technology to Intel was 5.6 million yuan, and the purchase amount suddenly increased by 27.09 million yuan. This is related to another product of Lan Qi Science and Technology-Tianjin Capture Server CPU.
During the reporting period, Lan Qi Science and Technology cooperated with Tsinghua University and Intel to develop Tianjin? Server CPU, this product needs to purchase general CPU core chip from Intel, and the cost accounts for about 90%.
At present, it is still in the research and development stage, and the sales revenue is mainly engineering samples, accounting for a relatively low proportion. The 2.3 billion fundraising project will have 750 million yuan for the research and development of this product.
Based on this background, Lan Qi Science and Technology has related purchase transactions with Intel, and plans to increase the sales scale of Tianjin server CPU and hybrid secure memory module in the future.
There are two problems.
On the one hand, the attribution and technical dependence of R&D achievements. Lan Qi Science and Technology is responsible for the design of the whole module and some chips. Tsinghua University provides the algorithm of reconfigurable computing processor (RCP), Intel provides its general CPU core chip, and Lan Qi Technology entrusts a third party to manufacture, package and test the chip.
Research and development results? The brand and product property rights of server CPU belong to Lan Qi Science and Technology. As for the ownership of intellectual property rights, it is distributed according to * * * and development, and independent development enjoys exclusive ownership.
On the other hand, Intel's general CPU core chip is in Tianjin? The cost of server CPU is relatively high.
With the arrest of Tianjin? With the implementation of the server CPU and its platform technology upgrade project, the scale of related party transactions will expand, and whether Lan Qi technology will form a significant dependence on Intel.
Moreover, as a shareholder of Lan Qi Science and Technology, Intel expects that the scale of related transactions with Intel will increase after the implementation of the above-mentioned fundraising project. Is the transaction pricing fair? Does it adversely affect the independence of science and technology in Lan Qi?
When Intel 20 18 increased its capital and shares, the two sides reached an agreement on corporate governance, restrictions on share transfer, preemptive rights, and the right to sell with others. Intel enjoys one-vote veto and repurchase rights, including major issues. The specific agreement is as follows:
I the right to know financial information (the right to obtain annual and quarterly reports within a reasonable time);
Two. Appoint observers of the board of directors (have the right to appoint one observer of the board of directors as a non-voting member);
Roman numeral 3. Other protection matters (having veto power), that is, the company shall not engage in the following acts without the consent of intel capital:
A. Acts leading to the dissolution or liquidation of the company or bankruptcy, bankruptcy management and other procedures in favor of creditors;
B. Acts that lead to the change of the company's control rights or the sale, mortgage or transfer of all or major assets;
C related party transactions that need to be approved by the board of directors of the company according to the articles of association;
D. Changing the company's business scope will adversely affect the company's performance of commercial agreements.
Lan Qi Science and Technology refers to the above-mentioned "passive protection" right as protecting investors' own investment interests, and emphasizes that this is not a gambling agreement.
Both parties agree that if the listing of the company has not been completed in May 20021year, the above shareholders have the right to request the company to buy back shares at their investment cost.
If it goes public successfully, the relevant protection rights enjoyed by Intel will also be terminated.
From this perspective, the role of Intel financial investors seems clear. However, during the reporting period, Intel paid Lan Qi Science and Technology R&D support fees on a regular basis, with a total amount of about US$ 265,438+million.
Lan Qi Science and Technology needs to elaborate on the transaction between the two parties in its reply.
Downstream customer shipments declined.
In addition, according to the latest reply from Lan Qi Science and Technology, the company is facing the risk that the downstream customer shipments will decline in 20 19 years.
The first quarter financial report shows that the shipping income of downstream customers of Lan Qi Science and Technology dropped by more than 20%: Samsung Electronics fell by 33.8 1%, Hynix fell by 22.24%, and Micron Technology fell by 27.87%.
Samsung Electronics said that due to the destocking of large customers, the demand was weak, and the revenue of storage products in the first quarter of 20 19 decreased year-on-year;
Hynix's DRAM products are mainly due to the decline in unit price;
Micron's technology is mainly affected by the weak seasonal demand in the mobile communication market and the market environment, which leads to the decline in the unit price of DRAM products and a slight decline in sales.
This is consistent with the view of relevant industry research reports: the price of DRAM will enter the downward cycle from the second half of 20 18, and it is expected that the DRAM market will digest inventory in 20 19, and the application demand of 5G, AI and big data will increase around 2020.
In the DRAM market, the combined market share of Samsung Electronics, Hynix and Micron is over 90%.
According to the first round of inquiries, these three companies are also the top five customers of Lan Qi Science and Technology. During the reporting period, the sales of Lan Qi Science and Technology to the top five customers accounted for 70%, 84% and 90% respectively.
The decline of downstream customers with high concentration may have a negative impact on Lan Qi Science and Technology.
Although Lan Qi Science and Technology said that the company's revenue and shipments in the first quarter of 20 19 increased year-on-year, it has not had a significant adverse impact on the company so far. However, the transmission or existence of industrial chain is lagging behind.
If the boom of DRAM industry declines further or rebounds less than expected, it may lead to a simultaneous decline in the market size of the main product memory interface chips or a slowdown in growth, which may have a certain adverse impact on the company's future performance.
(Text/Company Observation)
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