After the majority shareholder Huatai Rui joint participation 360 backdoor, Jacques science and technology's stock price limit for a continuous, once caused the capital market attention.
In the industrial layout, Jacques also cross-border mergers and acquisitions of semiconductor assets equally compelling since April 2016, Jacques speed up M & A mergers and rapid access to the semiconductor industry.After the acquisition of the 2016 Hua Fei Electronics, in October 2017 On the 19th, Jacques Technology proposed to issue 119 million shares at a price of 20.74 yuan per share for a 90% stake in Commerte and a 84.83% stake in Jiangsu Ssangyong for a total consideration of 2.467 billion yuan, of which, the Commeut traded at a price of 1.333 billion yuan and Jiangsu First Section price of 1.144 billion yuan.
At present, the domestic semiconductor industry is in a critical period of rapid development.China Business newspaper reporter noticed that Jacques technology into the semiconductor industry not only with the depth of Huatai Rui cooperation, but also by the State Ministry of Finance holding National Integrated Industry Investment Fund Co., Ltd. (Hereinafter referred to as 'Industrial Fund'), the Industrial Fund intends to invest 550 million yuan to participate in the acquisition of the Company and hold 5.73% of the equity of the Company upon completion of the transaction.
Although the acquisition behind the strong financial support, but the "China Business" reporter learned that the subject company Jiangsu Yushchenko large customers rely on the risk, and due to product issues to its largest customer SK Hynix compensation in 2016. At the same time , The gross profit margin of its main product continued to decline during the reporting period (2015 to June 2017).
Jacques technology insiders told the "China Business" reporter said that the case with SK Hynix claims, not the quality of products in Jiangsu Yushu Division.According to the announcement showed that due to the use of the supply of products after the loss occurred, so in order to maintain and SK hynix long-term customer relationship, it decided to compensate customers about 37 million yuan.
'Cross-border' acquisition of semiconductor assets
Jacques mainly engaged in the research and development, production and sales of phosphate ester flame retardants and other rubber chemicals.According to the issue of shares to buy assets and related party transactions Report (Draft) (hereinafter referred to as the "report") shows that in 2016, Jacques Technology through the acquisition of a wholly owned subsidiary of China Electronics into the field of semiconductor packaging materials, initially established its position in the electronic materials sector and the acquisition of 100% stake in Jiangsu S & T and 90% stake in Comte, will further improve its semiconductor materials industry chain .
Jiangsu Yushchenko indirectly holds 100% of the equity of UP Chemical, which is mainly engaged in the production and sales of highly specialized and high value-added precursor products through its wholly-owned overseas subsidiary, Korea Systech, mainly supplying SK Hynix, Samsung Electronics, etc. Well-known semiconductor companies.
Jacques said the deal through outsourcing mergers and acquisitions into the future of semiconductor with high growth potential of the industry, the company can enrich the existing electronic materials product line, quickly make up for the industry shortcomings, the company brought a new stable and continuous profit growth point.
In fact, driven by the market and policies, the rapid development of China's IC industry, semiconductor materials companies in the IC industry upstream, the gradual release of market space.According to SEMI estimates, 2017-2020 global production of 62 semiconductor fabs, of which 26 are located in mainland China, accounting for up to 42%. In addition, China's semiconductor consumption now accounts for nearly 70% of the world.
Reporters noted that the recent case of mergers and acquisitions in the semiconductor industry is more common, after Jacques acquisition of 100% stake in Huafei Electronics, Ruifeng Optoelectronics (300241.SZ) acquired 85% stake in Ling Tao, strong New Materials (23.650, 0.06, 0.25%) (300429.SZ) acquired 100% stake in Jiaying Chemical.
Although optimistic about the future market for semiconductors, but nearly 2.5 billion acquisition price of Jacques science and technology is not easy.Among them, the acquisition of 90% stake in Commece's transaction price of 1323000000 yuan, the actual controller of Coptic Lai Mingui required cash The consideration for the 1.143 billion yuan, the share price of 180 million yuan.According to Jacques technology in mid-year report in 2017, the listed company monetary fund balance of only 455 million yuan.
For this reason, financial investors such as Shen Qi, Shen Fu and industrial funds in the Shen family of the controlling shareholder and actual controller of Jacques Technology Co., Ltd. took the lead with its own funds to undertake 77.7% of the shares in Meitete held by Lai Minggui to satisfy Lai Minggui's The demand for cash consideration, of which industrial funds accounted for 30.61% of the transfer, invested 450 million yuan.
The industrial fund is controlled by the Ministry of Finance and its main business is to use various forms of investment in IC industry enterprises, focusing on integrated circuit chip manufacturing, chip design, package testing, equipment and materials industries. Since its founding According to the report, the Industrial Fund held 11.3% shares of Sanan Optoelectronics Co., Ltd., Jiangsu Changjiang Electronics Technology Co., Ltd. (20.580% -0.16% -0.77%), ) Co., Ltd. 9.54% stake in Beijing Compass Star Navigation Technology Co., Ltd. 11.46% stake in seven IC shares.
At the same time, the industrial fund plans to increase the capital of Jiangsu Soyasu by 100 million yuan in September 2017. Public information shows that Jiangsu S'-S'co itself has no business operations and is an acquisition platform for acquiring the equity of South Korea's UP Chemical Co. The end of 2016 , Jiangsu Yushchenko has completed the acquisition of 96.28% shares of UP Chemical Company in South Korea.
The underlying gross profit margin is declining
The main business of Jiangsu Yushchenko is mainly through the subsidiary UP Chemical, a subsidiary of UP Chemical. The main products of UP Chemical are semiconductor precursors and SOD products, and are currently mainly used in the manufacture of chips.
UP Chemical's top five customers accounted for 97.41%, 98.01% and 97.33% of total sales respectively from 2015 to June 2017, with UP Chemical accounting for 81.72%, 88.72% and 69.40% of SK Hynix's sales respectively. According to the report, UP Chemical's SOD products were claimed by major customer SK Hynix in 2016.
According to the report, SK Hynix proposed to UP Chemical in June 2016 through a meeting that the SOD product provided by the latter had a quality problem and requested compensation from April to July of that year. After consultation, April 7, 2017, UP Chemical and SK Hynix signed a "compensation agreement," determined to cash 60 billion won and SOD products 100 bottles (equivalent to cash 300 million won) were compensated accordingly.
However, according to the disclosure of Jacques science and technology, SK Hynix adjusted the new production process, did not notify each supplier, did not do the testing of new technology, the direct use of the supply of the original production process, resulting in some products have quality problems.At the same time, Among the SOD products supplied from March to June 2016, four single-bottle SOD products appeared unresponsive when used in the SK Hynix production process. The analysis showed that UP Chemical's production of SOD products The first bottle of a lot had an abnormal stagnation problem when filled with SOD products and could lead to an unresponsive SK Hynix plant.
Jacques Technology said UP Chemical has no product quality responsibility in spite of complete product specifications and no human-based changes in the SOD production process. However, due to the loss incurred after using UP Chemical's products, in order to maintain its long-term relationship with SK hynix's long-term customers Relationship, decided to partially compensate customers, eventually the amount of compensation from the initial request amount to the final 6.3 billion won (about 37 million yuan).
However, during the negotiation of the transaction in 2016, Korea Sook Co. and Woori Co., Ltd., the former de facto controller of UP Chemical, agreed that the aforesaid payment shall be the damages in the transaction agreement and will ultimately be borne by Woori Co., Ltd. in the form of payment by UP Chemical to SK Hynix, and then Woori Company will pay Jiangsu Yushchenko cash equivalent amount, the compensation Woori company paid in May 2017 to the Yushchenko.
Jacques Science and Technology said that at this stage there is still a high proportion of business between UP Chemical and SK Hynix. If the above major customers reduce or stop purchasing from UP Chemical for their own reasons, the operating performance of the company will be greatly affected.
Not only that, UP Chemical products, gross margins are also of concern.Open public information shows that from 2015 to June 2017, UP Chemical's main gross profit sources for the high dielectric constant precursors, SOD, silicon oxide and silicon nitride precursors. Among them, the gross profit rates of high dielectric constant precursors were 65.24%, 57.97% and 52.54%, respectively. The gross profit margin of SOD was 46.56%, 44.17% and 36.85% respectively. The gross profit rates of silicon oxide and silicon nitride precursors were 30.58% and 30.32% 27.24% Through the above data is not difficult to see, UP Chemical main product gross profit margin continued to decline.
Reporters noted that in 2016, excluding the profit and loss of the previous transaction and the impact of SK hynix compensation (plus the related transaction costs and compensation amount of the previous transaction), Jiangsu Yushchenko had a total profit of 89 million yuan, up from 1.07 The total profit of 100 million yuan has declined.
For the first reason for the decline in Jiangsu Branch profits, Jacques explained that technology, mainly due to the company's product sales price decline, as well as product structure changes caused by the decline in gross profit margin and other business reasons.