Shanghai Weier Semiconductor Co., Ltd. Announcement on Providing Guarantees for Holding Subsidiaries in 2018 The board of directors and all directors of the company ensure that the content of this announcement does not contain any false records, misleading statements or major omissions, and the authenticity of its contents. Accuracy and completeness assume individual and joint liability.
Important content tips:
Name of the guarantor: Shanghai Wei Silicon Microelectronics Co., Ltd. (hereinafter referred to as 'Shanghai Wei Silicon'), Beijing Jinghongzhi Technology Co., Ltd. (hereinafter referred to as 'Beijing Jinghongzhi'), Shenzhen Jinghongzhi Electronic Technology Co., Ltd. ( Hereinafter referred to as 'Shenzhen Jinghongzhi'), Beijing Taihe Zhiyuan Technology Co., Ltd. (hereinafter referred to as 'Taihe Zhiyuan'), Hong Kong Huaqing Electronics (Group) Co., Ltd. (hereinafter referred to as 'Hong Kong Huaqing'), Welsh Hong Kong Semiconductor Co., Ltd. (hereinafter referred to as 'Vey Hong Kong')
? The amount of the guarantee and the balance of guarantee actually provided for it: It is expected that the guarantee amount of the holding subsidiary will be RMB 650 million in 2018; As of December 31, 2017, the balance guaranteed by the aforementioned guarantor was RMB 16442. 17 million yuan.
Is there any counter-guarantee for this guarantee: No? Accumulated overdue for external guarantees: None
I. Summary of guarantees (1) The decision-making procedures that have been fulfilled To ensure the company's normal production and operation needs in 2018, and improve the financing capabilities of the company's subsidiaries, according to the company's business development financing needs, on April 9, 2018, the company convened The Twelfth Meeting of the Fourth Board of Directors, the Twelfth Session of the Fourth Session of the Board of Supervisors, reviewed and approved the “Proposal on the Company's 2018 Annual Guarantee Offering for Holding Subsidiaries”, and proposed to determine the amount of guarantee provided by the 2018 year for holding subsidiaries. Total not more than RMB 650 million, the company's general meeting of shareholders is authorized to authorize the company's chairman to implement the amount within the scope of the above quota. Before the 2018 annual general meeting, the guarantee contract signed by the company for the subsidiary within the total amount of the above guarantee shall be To be effective.
This guarantee still needs to be submitted to the company's shareholders meeting for deliberation.
(II) Basic information of the guarantor Company name Ownership ratio Main business registered capital (ten thousand yuan) 2017.12.31 Total assets (ten thousand yuan) Net assets (ten thousand yuan) Net profit (ten thousand yuan) Shanghai Wesil Silicon Wealth Shares 100% Development and design of integrated circuits and software, sales and testing, technical consulting in the field of computers, technology transfer, technology development, technical services. 2000.00 21872.18 4636.72 339.15 Beijing Jinghong Zhiwei shares 100% technology development, technology transfer, Technical consulting, technical services; import and export of goods, technology import and export, import and export agency; computer system services; computer maintenance; sales of computers, software and auxiliary equipment, electronic products, mechanical equipment, communications equipment, hardware, electricity, stationery, Household appliances; Rental machinery and equipment (excluding car rental). 18000.00 44430.89 25081.06 2846.58 Shenzhen Jing Hongzhi Beijing Jing Hongzhi 100% sales of electronic products domestic commercial, material supply and marketing industry (excluding franchise, special control, monopoly products). Import and export business (specifically, according to Shenzhen Trade Management Certificate No. 2003-4976). 400.00 17847.82 6427.23 1549.08 Taihe Zhiyuan Beijing Taihe Zhiheng Technology The company's 100% technology development; import and export of goods, import and export of technology, and import and export of goods. (Enterprises independently choose to operate projects and carry out business activities in accordance with the law; projects that require approval according to law shall, after being approved by relevant departments, carry out business activities according to the approved contents; Do not engage in the business activities of this Municipality's industrial policy prohibition and restrictions. ) 2300.00 4223.54 1405.21 -487.03 Vail Hong Kong Wealth 100% Distribution Import & Export Products Of Integrated Circuit Distribution and import and export of IC products (HK$) 6860.00 22205.66 6932.83 333.83 Hong Kong Huaqing Weir Hong Kong 100% International Trade (HK$) 10000.00 45088.74 18123.51 -78.10
Second, the basic conditions of the guarantor
1. Guarantee method: joint and several liability guarantee guarantee, mortgage guarantee 2, guarantee amount: total not more than RMB 650 million The main contents of the guaranteed person guarantee are as follows:
No. Company Name Guarantee Line 1 Shanghai Wei Silicon Microelectronics Co., Ltd. 200 million yuan 2 Beijing Jinghongzhi Technology Co., Ltd. 150 million yuan 3 Shenzhen Jinghongzhi Electronic Technology Co., Ltd. 50 million yuan 4 Beijing Taihe Zhiyuan Technology Co., Ltd. 30 million yuan 5 Hong Kong Huaqing Electronics (Group) Co., Ltd. 270 million yuan 6 Weir Hong Kong Semiconductor Co., Ltd. 50 million yuan Total 650 million yuan The guarantors are wholly-owned subsidiaries of the company, and there are no significant contingent events affecting their solvency.
III. Main contents of the guarantee agreement As of the disclosure date of this announcement, there was no new external guarantee for the company in 2018. The total amount of the above plan guarantee is only the guarantee amount to be provided by the company in 2018. Banks or related agencies are still required to review and approve the contract. The actual signed contract shall prevail. The specific amount of guarantee shall be determined by the actual demand of the company's holding subsidiary's operating funds.
IV. Board of Directors's opinion The Board of Directors believes that this guarantee is based on the daily business needs of the company's holding subsidiary and complies with the relevant laws and regulations and the “Articles of Association”. The guarantee risk is generally controllable, which is conducive to the company’s production and operation and long-term development. The board of directors agrees. The above financing guarantee plan.
The opinions of the independent directors of the company: The company provides guarantees for its controlling subsidiaries in order to meet the business development and financing needs of the holding subsidiaries. It is in line with the company's operating conditions and overall development strategy. It strictly controls the risks of external guarantees and approves external guarantees in accordance with stipulated procedures. It is agreed that the total amount of guarantee provided by the company for the holding subsidiaries in 2018 shall not exceed RMB 650 million.
V. Accumulated external guarantees and number of overdue guarantees As of December 31, 2017, the balance guaranteed for the aforementioned guarantees was RMB 164,421,700. As of the disclosure date of this announcement, the company had no new external guarantees in 2018. There is no case of overdue guarantees.
The announcement is hereby announced. Board of Directors of Shanghai Wells Semiconductor Co., Ltd. April 10, 2018
2. The future under SMIC's trade war is bright. Short-term performance remains under pressure;
Recently, SMIC (891.HK) announced its 2017 annual results. During the period, the company achieved sales revenue of 3.101 billion U.S. dollars, up 6.4% year-on-year; EBITDA was 1.12 billion U.S. dollars, up 5.2% year-on-year. The profit for the year was US$126 million, a decrease of 60.05% year-on-year.
In terms of revenue composition, revenue contributed by wafers with advanced technologies of 45nm and below increased by 30.3% to US$876 million, which represented a percentage of total revenue from 24% in 2016 to 28.8%. It is worth noting that 28nm revenue is particularly noteworthy. The proportion increased from 1.6% in 2016 to 8% in 2017, and revenue increased by 4.4 times. Advanced processes began to release more robust profitability.
CAPEX double-edged sword short-term performance pressure
In 2017, with the increase in the number of shipments of wafers, SMIC achieved a record high, and EBITDA increased by 5.2% year-on-year to US$1.12 billion, which also hit a record high. However, net profit declined sharply. 50%, the main reason lies in its high cost of sales and research and development expenses.
The increase in the cost of sales, in addition to the increase in the volume of shipments of wafers, was the culprit for its huge depreciation expense. SMIC’s depreciation expense for 2017 was US$774 million, an increase of 32.53% over 2016, plus The company's R&D expenses increased by 34.2% from US$318 million in 2016 to US$427 million, making its gross margin drop from 29.2% in 2016 to 23.9% in 2017.
As we all know, foundry is a technology-intensive and capital-intensive industry, and the leading degree of product process and production scale has largely determined the depth of the company's 'moat' in this industry.
The development of advanced processes depends on money, requires a lot of R&D capital investment, and continues to expand the scale of production capacity. However, Capex's investment is a double-edged sword. In the long run, the profitability of a company must be tied to capital and R & D investment, but in the short term, high capital investment is naturally accompanied by a large amount of depreciation expenses, which will erode the company's profits in the short term.
When Taiwan Semiconductor Manufacturing Co., Ltd. took the top spot in the wafer foundry, it took the lead in utilizing advanced process technology to take the lead in gaining high gross margins and high ASP and expanding, and then waiting for the back brothers to catch up. Relying on the advantages of economies of scale to fight price wars, such a cycle, far away from their competitors, to establish their dominance.
Today, TSMC, Samsung, and Intel in the industry’s first echelon are already conquering 10nm advanced process technology, and the second-tier Global, UMC, etc. have also achieved small-scale mass production on the 14nm process, while behind the leader 2-3 The generation of SMIC is still at a 28% rise in the yield rate. Therefore, SMIC is still in the catch-up period. The high depreciation expense is also reasonable.
Good policy has long-term benefit from localization of chips
According to the CISA data, the demand for integrated circuit products in China reached 1.40 trillion yuan in 2017, while domestic supply was only 541.3 billion yuan, and the self-sufficiency rate was only 38.7%. A large number of integrated circuit products rely on imports; in 2017, the import amount of integrated circuit products Reached $260.14 billion, which has replaced crude oil as China's largest import commodity.
The recent Sino-U.S. trade war that has stirred a lot of enthusiasm has made the self-sufficiency of the IC industry more necessary and urgent.
U.S. President Trump signed a memorandum on March 22, which will impose a 25% tariff on some 60 billion U.S. dollars of Chinese imports based on the result of the '301 investigation'. This will include 1300 product categories such as the new generation of information technology and new energy equipment. Affected by tariffs. These areas are precisely the key areas of 'Made in China 2025', and for integrated circuit companies, the future restrictions on intellectual property and mergers and acquisitions will be more stringent.
And in early 17th, the U.S. President’s Science and Technology Advisory Committee issued a report titled “Ensuring U.S. Semiconductor Leadership.” It was mentioned in the report that the rise of China’s semiconductors has already constituted a “threat” to the United States. It is suggested that the government impose restrictions on Chinese industries. Three key strategies are proposed, one of which is to suppress the so-called innovation in the Chinese semiconductor industry. The rise of Chinese semiconductors has brought tremendous challenges to the US semiconductor industry and even to the US economy and national defense.
The rapid growth of Chinese semiconductor companies has caused the United States to increasingly feel the threat, and has repeatedly blocked China’s investment in the semiconductor industry’s acquisition path to the United States on the grounds of national security risks. China must take a more independent and independent development path, which will also make the chip The industry is expected to enjoy long-term gains.
Following the State Council’s premier’s report on the work of the government in the 13th National People’s Congress, he proposed the “Accelerate the construction of manufacturing powers, promote the development of integrated circuits, fifth-generation mobile communications, aircraft engines, new energy vehicles, and new materials” for the first time. After placing integrated circuits on the first place in the construction of a manufacturing powerhouse, on March 30, the Ministry of Finance and the State Administration of Taxation, the National Development and Reform Commission, and the Ministry of Industry and Information Technology issued the “Notice on Issues Concerning Corporate Income Tax Policies on Integrated Circuit Manufacturing Enterprises.” The policy preferences proposed include: : Eligible enterprises are exempted from income tax after a certain period of time and are halved at a statutory tax rate of 25%; In the past, 'Two exemptions and three and one and a half cents' are enjoyed on the basis of '5 exemptions, 40% reductions', and so on. 2018 1 After the first day of the month, newly-built ICs with a line width of less than 130 nanometers and an operating period of more than 10 years will be exempted from the enterprise income tax from the first year to the second year, followed by the third year to the fifth year. 25% of the statutory tax rate is levied by 50% of the enterprise income tax, and enjoy until expiration.
In addition to the taxation support for integrated circuit advanced manufacturing processes, the “Several Opinions on Launching Pilot Projects for Issuing Domestic Shares or Depositary Receipts within the Innovative Enterprise” of the China Securities Regulatory Commission was recently approved by the State Council. The target of the trial includes strategic industries including the integrated circuit industry. The emerging industries further supported the financing channels of the integrated circuit industry and once again demonstrated the country’s determination to boost the development of the integrated circuit industry.
Concluding Remarks In 2018, SMIC expects to further develop its production capacity and advanced processes in 2018. Looking at the industry as a whole, in the long term, the development of artificial intelligence and the Internet of Things will bring about a burst of chip demand. The substitution will also allow the domestic foundry leaders to have huge room for growth. But in the short term, the growth of the industry is mainly driven by the slowdown in smartphone growth, the increasingly fierce competition in mature processes, and the slump in digital currencies, also making the chip market The growth is under pressure, and SMIC is still struggling with a 14nm technical storm and a 28nm yield climb.
The future will be bright, and the road ahead is not easy. 2018 is a year of SMIC's poise. Today, the 35x P/E has reflected the expectations of Liang Mengsong and others after joining the company. Performance expectations The next inflection point lies in the progress of the advanced 14nm process. Whether the country will be able to successfully move toward the stars and sea under the will of the future will still need to wait and see.
3. Changchuan Technology: Net profit in the first quarter of 2018 is expected to increase by 70%-100% over the same period of last year;
China Securities Network (intern reporter Huang Peng) On the evening of April 9, Changchuan Technology (61.130, 1.14, 1.90%) (300604) announced the first quarterly performance forecast for 2018. Net profit attributable to listed company shareholders is expected to be 7.17600 million yuan -837.48 million yuan, an increase of 70%-100% over the same period of last year.
According to statistics, Changchuan Technology was established in April 2005. It is one of the few companies in China that can independently research and develop integrated circuit test equipment. The main business is integrated circuit packaging and testing companies, wafer manufacturing companies, chip design companies, etc. Provide test equipment, including tester, sorter and probe station.
According to the 2017 earnings report released earlier, 2017, Changchuan Technology achieved operating revenue of RMB 179,865,500, an increase of 44.86% year-on-year; net profit attributable to shareholders of listed companies was RMB 50,961,100, an increase of 23.05% year-on-year. According to the plan, the company will The 2017 annual report was disclosed on April 25, and the quarterly report of 2018 was disclosed on April 27.
4. Northern China Development Director Xie Xiaoming resigned;
Qianlong Beijing April 9th April 9th, North Huachuang Technology Group Co., Ltd. issued an announcement that the company’s board of directors received a written resignation report submitted by director Xie Xiaoming on April 4, 2018. Reason for adjustment: Resigned from the company's sixth session of the Board of Directors, the sixth session of the Board of Directors of the Strategy Committee and the position of director of Beijing North Huachuang Microelectronics Equipment Co., Ltd.
The announcement issued by North Huachuang also shows that Xie Xiaoming’s resignation will not result in the number of the board of directors being lower than the statutory minimum, and will not affect the normal operation of the board of directors of the company. The resignation will take effect on the day the board of directors receives its resignation report. Xie Xiaoming resigned Will no longer hold any position in the company, the company will complete the work of the by-election as soon as possible in accordance with relevant laws and regulations and the "Articles of Association".
According to public information, North China Resources Science and Technology Group Co., Ltd. (hereinafter referred to as “North China Huachuang”) is owned by Beijing Qixing Huachuang Electronics Co., Ltd. (hereinafter referred to as 'Seven Star') and Beijing North Microelectronics Equipment Research Center. Responsible company (hereinafter referred to as “Northern Microelectronics”) was strategically reorganized and the actual controller of the company is Beijing Electronics Holdings Co., Ltd. It is currently the leading enterprise of integrated circuit high-end process equipment in China. North China Chuang has semiconductor equipment, vacuum equipment, new The four business groups of energy lithium battery equipment and precision components provide a full range of integrated solutions for semiconductors, new energy, and new materials.
5. Rapid shipment of chip shipments to boost sales of Shanghai Angbao Q2 is expected to double-digit annual growth;
According to the micro-network news, the mainland analog IC factory Shanghai Angpo announced yesterday (9th) that the consolidated revenue in March was NT$390 million (US$13,338,400), and the cumulative revenue in the first quarter of this year was NT$988 million ( About 33.790 million US dollars), which also paid 51.3% of the high growth performance compared to the first quarter of last year, driving a single month, a single quarter all hit a new high of the same period in the calendar year. Legal person said that the trend of smart phones to import fast-paced, plus The USB-PD chip is expected to enter the mobile phone factory, and this quarter's revenue is expected to grow at a double-digit annual growth rate.
According to the legal person, Shanghai Angbao caught up with the shipment season of smart phones in mainland China in the first quarter of this year, driving the shipment of fast-charging ICs. In addition, USB-PD's new force was also driven by the pull-out of electric power plants to allow the first quarter of this year to operate. Change the past downturn.
Currently, mobile phone chip factories including Qualcomm, MediaTek and others are all pushing for fast charging functions on wired charging. All of them have introduced their own specifications, namely Quick Charge, Pump Express. In addition to the two manufacturers’ specifications , Also successfully through the mobile phone brand factory Huawei, OPPO certification, it has become the main core of Shanghai Angbao's current performance.
In addition, Shanghai Angbao’s new performance in this year added USB-PD chips, and it has broken into the supply chain of US-based and land-based notebook and power brand factories. The legal entity stated that the USB-PD revenue share of Shanghai Angbao was from the single-digit percentage of last year. It is expected to grow to 10~20%, which will be the key to this year's performance sprint. Legal person thinks that in addition to the laptop market, the penetration of Type-C in the smart phone market will increase, and USB-PD in Shanghai Angbao The chip also has the opportunity to enter the mainland mobile phone brands, the fastest opportunity to prepare products in this season.
The legal person estimates that Shanghai Angbao’s consolidated revenue in the second quarter of this year will be expected to experience double-digit annual growth. After entering the peak season in the second half of the year, Shanghai Anbao’s revenue will have the opportunity to rewrite a single-quarter high.
6. The development of artificial intelligence industry listed companies is good;
Many people are eager to arrange artificial intelligence fields. Guangdong proposed that by 2025, the core size of the artificial intelligence industry will exceed 150 billion yuan, bringing the scale of related industries to 1.8 trillion yuan. From the current disclosure of 2017 performance, the artificial intelligence sector listed companies The overall situation is good, but there is differentiation.
Steady growth
Looking at the performance of listed companies in the artificial intelligence sector that has disclosed performance announcements, the data shows that in 2017, the total operating revenue of 27 listed companies in the artificial intelligence sector reached 92.1 billion yuan, an increase of 26% year-on-year. In 2017, 18 companies realized profit growth, and the average net Profit growth rate was 44.24%. Seven companies had a decline in net profit.
Artificial intelligence belongs to a branch of computer science and mainly includes robots, language recognition, image recognition, natural language processing and expert systems.
Judging from the current situation, the performance of artificial intelligence listed companies is significantly different. Among them, companies with profit growth are mainly concentrated in areas related to smart manufacturing, imagery and natural language processing, while profits are declining mainly for chip and hardware manufacturers. Data show that in the net Among the 18 companies with profit growth, 8 are mainly engaged in intelligent manufacturing. Taking soft control shares as an example, the company's 2017 net profit increased by 112.06% to 93 million yuan. The company's main business focuses on industrial intelligence, information technology equipment, rubber industry Application software research and development and innovation, and involved in robots, Internet of things and other smart areas. Cixing shares net profit of 239 million yuan, an increase of 92.39%. The company's main products for intelligent knitting machinery. In addition, Hikvision, Chuanda Da Zhisheng And the company's net profit growth, such as Eastern.com, has focused on video and image processing.
Of the 9 companies with a drop in net profit, 4 were engaged in chip R&D and design-related businesses. For reasons of declining performance, Quan Zhi Technology stated that it was mainly affected by the continuous increase in the prices of storage devices and displays, and the tablet PC market. Demand was inhibited and sales revenue decreased compared to the same period of last year. Fuyinwei provided video codec SoC and image signal processor chips. The company stated that the market competition has intensified and the gross margin of some products has declined.
Combination of 'soft' and 'hard'
Wei Wei, an associate professor at the School of Computer Science and Technology at Huazhong University of Science and Technology, pointed out that the chip manufacturing technology has a high threshold and needs to be accumulated and invested. Chinese companies have entered the field of chip manufacturing relatively late. In many fields, the technology still needs to be improved.
In 2017, the global electronic components supply chain was tight, and overseas manufacturers took the opportunity to increase prices. Most domestic manufacturers have weak bargaining power, and profit margins are compressed.
Ren Tianhui, analyst of machinery industry of Dongxing Securities, pointed out that semiconductor demand has opened up a new cycle. Since 2016, driven by artificial intelligence, Internet of things and 5G communications, the semiconductor industry has entered a new development cycle. It is predicted that the market space will be broken in 2020. 540 billion US dollars.
Ren Tianhui believes that the Moore theorem has slowed down to bring chasing opportunities to the Chinese semiconductor industry.
Industry development is approaching the limit phase is conducive to latecomers to catch up. In the past, semiconductors can basically double their performance every two years. But from the current situation, it takes 3 years or even longer to enter the next generation of technology nodes. Wei Wei said that artificial intelligence The advances in the development of chip manufacturing technology, the combination of algorithm and chip 'soft and hard', are conducive to promoting the industry to accelerate development. China Securities Journal