'Heavyweight' Alibaba's wholly-owned acquisition of Zhongtian Micro, passing 5 billion holding music

1. Alibaba's wholly-owned acquisition of Zhongtian Microsystems, the amount has not yet been disclosed; 2. Pass Ali to 5 billion holdings of the Internet of Things chip maker Lexin Zhang Ruian responds: false news; 3. Ali to do 'China Core' is not Can China save the core? 4. Chip company Rodinson won tens of millions of yuan A round of financing GGV Jiyuan Capital Investment; 5. Shanghai Silicone Microelectronics Co., Ltd. announced the completion of the A round of capital increase; 6. Wansheng shares 30 Millions of Dollars for Loss-making Silicon Valley: What is the Cross-Border 'Core'?

1. Alibaba’s wholly-owned acquisition of Zhongtian Microsystems, the amount has not yet been disclosed;

Set micro network latest news , Alibaba Group announced today that it has wholly owned the acquisition of Zhongtian Microsystems Co., Ltd. (hereinafter referred to as Zhongtian Microsystems), the only independent embedded CPU IP Core company in mainland China. The purchase amount has not been disclosed.

"The acquisition of Zhongtian Microsystems is an important part of Alibaba's chip layout. 'Alibaba's CTO Zhang Jianfeng said that IP Core is the core of basic chip capabilities, and entering the IP Core area is the basis for Chinese chips to achieve 'autonomy and control'.

In recent years, the self-sufficiency rate of China's chips is constantly increasing. However, in many areas, domestic chips still have a large gap. According to data, China’s chip imports amounted to US$230 billion in 2016, and the cost was almost second to crude oil imports. Twice the amount of money. The problem of 'coreless souls' was again severely presented to people.

In September 2001, Hangzhou Zhongtian Microsystems Co., Ltd. was established in Hangzhou under the demand of national advocacy and marketization. Over the past 15 years, it has always adhered to the concept of independent innovation, developed an embedded CPU with advanced international standards, and developed its own independent knowledge. The 32-bit C-SKY family of embedded CPU cores with low power consumption, high performance, high code density, and ease of use are widely used in IoT smart hardware, digital audio and video, information security, networking and communications, industrial The control and automotive electronics and other fields are the only CPU suppliers in China that are based on autonomous instruction architecture to develop embedded CPUs and achieve large-scale mass production. As of now, the cumulative shipments of C-SKY CPU-based SoC chips have exceeded 7 percent. Billion.

According to Yan Xiaolang, founder of Zhongtian Microsystems, 'Zhongtian Micro's team is committed to promoting domestic CPU's independent R&D and innovation capabilities. After joining Alibaba, we hope to promote large-scale commercial use of domestic self-owned chips through Alibaba's powerful technology platform and ecosystem integration capabilities. To accelerate the promotion of 'China Core' in various fields of application. '

As early as 2015, Ali had in-depth cooperation with Zhongtian Microsystems and developed the Yun on Chip architecture for various segments of the Internet of Things. In early 2016, Alibaba Group officially became the largest shareholder of Zhongtian Microsystems. Shareholders. In June 2017, Ali injected 500 million yuan into Zhongtian Micro, formally stepping into the field of chip infrastructure design.

Zhongtian Microsystems has released three cloud chips based on the AliOS software and hardware framework of Alibaba Cloud, including a computer vision chip, an MCU platform chip that integrates access security, and the world’s first AliOS-based device launched in cooperation with ZTE Microelectronics. Very low power NB-IoT IoT security chip.

Mr. Yan Xiaolang stated that our cooperation with Alibaba.com is not only economic, but also more cooperation in innovation and entrepreneurship. The wave of the Internet of Things is facing on the way, and new applications of artificial intelligence and deep learning are gradually being transplanted from the PC side. To hand-held terminals, the future of end-use applications flourishes, and these are inseparable from the support of the CPU. Zhongtian Microsystems has mastered the core technology of research and development and adheres to independent innovation. We welcome all developers to develop on the innovative Zhongtian Micro-CPU Platform. With a personalized system chip and differentiated applications.

Yesterday (April 19th), Alibaba Dharma said that it is developing a neural network chip, Ali-NPU, which will be used in image analysis, machine learning, and other AI inference calculations. According to the design, the chip The price/performance ratio will be 40 times that of similar products. The development of this chip will better realize the application of AI intelligence in business scenarios, improve computing efficiency, and reduce costs.

The wholly-owned acquisition of Zhongtian Microsystems fulfilled one of the original intentions and commitments of the Alibaba Group when it established the Tamayuan at Yunqi Conference last year: Alibaba needed the ability to design and transform the SoC architecture of the chip, and it would integrate at a larger level. The scientific research forces will achieve breakthroughs in the core technological capabilities of the chip. Both the development of the chip industry and the demand for independent research and development of core technologies will all play a catalytic role.

The process of integrating Alibaba and Zhongtian Microsystems from cooperation, equity participation to wholly-owned acquisition is also consistent with the logic of Alibaba's consistent investment operation. Prior to this, Alibaba Chief Investment Officer Xie Ying stated that Alibaba's investment is mainly divided into two categories. : One is a strongly coupled investment based on Alibaba Group's business, which enhances the Group's business through acquisitions and investments to increase efficiency; the other is Pathfinder Investment. The current business relationship is not strong, but we believe that it will have an impact on the future of the industry. Also cast, such as artificial intelligence technology.

2. Pass Ali to 5 billion holdings of Internet of Things chip maker Le Xin Zhang Ruian responded: false news;

The original title: Pass Alibaba to 5 billion holdings of Internet of Things chip maker Lexin information Zhang Ruian response: false news!

According to the latest news from Micronet, after Alibaba’s wholly-owned acquisition of Zhongtian Microsystem’s news swept through the circle of friends, another media broke out. Alibaba recently held 5 billion yuan to control wireless Internet, Bluetooth chips and its solution companies— Lexin Information Technology (Shanghai) Co., Ltd. (abbreviated as 'Lexin'), the micro-network reporter immediately contacted Mr. Zhang Rui'an, founder and CEO of Lexin, and responded with a call to 'false news'.

Founded in 2008, LeXin is a global fabless semiconductor company headquartered in Shanghai, with subsidiaries in Greater China, India and Europe, focused on creating innovative multi-functional solutions dedicated to cutting-edge lows. Power Wi-Fi + Bluetooth dual-mode IoT solution development with the expectation of achieving low-cost wireless connectivity in a wide range of products.

As early as 2007, Zhang Ruian was optimistic about the future development of the Internet of Things. In 2008, Lexin was established to focus on Wi-Fi chip research and development in the direction of the Internet of Things. The chip design started from 0.13 micron and reached 90 nanometers. It has been changed to the most advanced in the WiFi field. Process 40 nanometers decided to go to tapeout. He insisted, 'do not do something on the market, do not do things without difference, only price warfare, to do better.'

In 2013, ESP8266 tapeout was successful, integrated 32-bit MCU, is a unique MCU Embedded Wi-Fi chip. Just 2013 Internet of Things market is still at the dawn of the period, in order to survive, Lexin launched a tablet and set-top box for the market ESP8089, as a blood transfusion for the ESP8266 R&D team.

With the gradual improvement of the ecosystem of the Internet of Things, the launch of the Lexin ESP8266 in 2014 has created a fever in the global Maker community. It has been hailed as the IoT Game Changer. The highly integrated, cost-effective ESP8266 has not only become a disruptor. It became a benchmark for latecomers. It was called 'ESP8266 Killer'.

In 2016, Lexin's latest flagship chip ESP32 was introduced to the market. The unique design of its Wi-Fi+ Bluetooth dual-mode dual-core MCU attracted the attention of almost all mainstream smart product manufacturers in the world, again demonstrating Zhang Rui's concept of “doing product”. follower.

In September of the same year, Lexin completed the financing of Group B led by Fosun Group for more than RMB 100 million yuan, and grew rapidly. Following Shanghai and Wuxi, in 2017, Lexin opened new offices in Suzhou, Hefei and Shunde, becoming China owns five Office group companies and plans to add Czech subsidiary companies in Europe by the end of the year to accelerate overseas expansion.

As a leading enterprise in the design and manufacture of Internet of Things chips, LeXin's Wi-Fi products have been used all over the world. TSR summary slide Wireless Connectivity Market Analysis in 2016 shows that LeXin ranks second in the MCU Embedded Wi-Fi market in the world. Second only to Qualcomm. With the rapid development of the Internet of Things, Lexin has a very high market share. Companies that are involved in the Wi-Fi Internet of Things are almost always Lexin customers.

At present, the modules based on Lexin chips have been certified by various countries around the world. Among the FCC and CE certifications, the spurious, sideband, distortion and other indicators of Lexin products can meet the standard requirements under high transmit power conditions. LeXin has been awarded the '2016 Cool Internet of Things Vendors' title by the market research organization Gartner and the '2017 IoT Wi-Fi Mainstream Platform in the Internet of Things'. It is based on two characteristics of high integration and cost-effectiveness. Xin chip and platform make mass production of IoT products possible.

In addition to the support from investors, in recent years, Lexin has successively obtained the recognition of Haier Group, Xiaomi Technology and Alibaba.com for industrial identity and industrial ecological cooperation. As of now, Lexin has signed a strategic cooperation with Haier Group. The two parties jointly promote the development of U+ smart life platform. Alibaba YunOS and Lexin jointly released YoC on the cloud chip, Lexin's ESP32 chip equipped with YunOS Embedded operating system, support ID2 all things Internet identity authentication security system, built-in on the cloud channel, It can seamlessly connect voice, content, e-commerce and other Internet services to provide developers with the shortest path from chip to cloud. Lexin and Xiaomi Technology have deeper cooperation and provide long-term strong ESP8266 Wi-in for Xiaomi IoT solutions. Fi chip, ESP32 chip, launch of ESP32-based millet development board, module and SDK.

'Lexin's products have strong internal performance, few peripheral devices, simple design, even better than some of the best companies in the world, and the cost is much lower, which is rare in the domestic team. 'Millet's intelligence The home owner Mr. Gao Ziguang commented.

In 2017, Lexin provided customers with a software development kit (SDK) supporting Apple HomeKit in the form of GitLab. For customers who already have MFi certification experience or plan to join MFi certification, Lexin can provide comprehensive technical support.

2017 was a very important year for Lexin, and its accumulated shipments of IoT chips exceeded the 100 million mark. From the first IoT chip ESP8266 listed in 2014, the 2016 flagship chip ESP32 went on the market. The rise of 'China Core' made a due contribution.

Recently, Lexin has launched an open-source ESP-ADF supporting development board, ESP32-LyraT, for voice interactive applications. It supports both voice wake-up and key wake-up modes, providing engineers with new ways to implement differentiated audio solutions.

Connection is only the first step of the Internet of Things. Artificial intelligence will become the world's next-generation technology revolution. Lexin is actively looking for cooperation opportunities with the AI ​​field to promote application development. When will bring more good news let us wait and see.

3. Did Ali do the 'China Core' to save China's core?

In simple terms, high-end chips solve many complex problems, mid-end chips solve a single complex problem, and low-end chips solve a simple problem.

Reporter | Cai Haoshuang Li Zhonghao Editor | Zhao Li

Alibaba's acquisition of Zhongtian Micro, independent research and development of 'China Core', opened the news of the 'first shot' of the Sino-US trade counterattack war, and injected a strong 'core' needle to the 'core' China, and public opinion seems to see it again. The opportunity for China's chip to overtake the curve. In fact, we should face it squarely:

The Chinese chip industry still has a long way to go. Although it has been working hard, the high barriers in the chip industry make it difficult to bend overtaking in the short term.

The reason why this is said is because the integrated circuit industry chain is extremely complex, including software (EDA tools), design, manufacturing, packaging and testing, materials, and equipment. Autonomous design does not mean independent manufacturing. Having hardware does not mean that software can also be produced. Low-end chips do not equal high-end chips. The market potential of dedicated chips does not mean that they can replace general-purpose chips.

The problem is that in the days when the 'chip' is being swiped, what we most need to know may be the 'chip' we are talking about.

High school low-end chip classification

Digital chips, analog chips are divided into high, medium and low chips. In simple terms, high-end chips solve many complex problems, mid-end chips solve a single complex problem, and low-end chips solve a simple problem.

Among the more familiar chips, CPUs, GPUs, deep learning chips based on FPGA architecture (Field Programmable Gate Arrays), and ASICs (Application-Specific Integrated Chips) are all high-end general-purpose chips. A slight difference is that they are based on FPGAs or ASICs. The deep learning chip is mostly used in the field of artificial intelligence, especially for smart cameras, and therefore more like a programmable dedicated chip.

Alibaba Dharma announced yesterday that it is developing a neural network chip - Ali-NPU, which is a dedicated chip for imagery video analysis, machine learning and other AI reasoning calculations. Since 2017, with artificial intelligence gradually moving toward the application layer, The AI ​​chip has become a wave of entrepreneurship. The Cambrian, Horizon, Shenzhen Science and Technology, which emerged in this wave, are not based on FPGA or ASIC-specific chips. It is worth mentioning that the current fastest The chip is applied to the Cambrian period on Huawei mobile phones. It is a 'national team' with the background of the Chinese Academy of Sciences. FPGAs and ASICs are still all dependent on imports.

Compared to general-purpose chips, the threshold of AI chips is relatively low. 'The overall gap in the chip field in China and the United States is more than 10 years. The AI ​​related field is a rare industry with the same starting line.' Shen Jian Technology CEO Yao Song told the founder of China.

Song Hui Innovation Fund Investment Director Liang Hui once worked in Huawei's chip business. According to Liang Hui, to determine whether these AI chips are subject to foreign parties, it depends on whether they use the CPU's IP core in the algorithm. 'As far as I understand, there are The AI ​​chip scheme includes the core of ARM in the algorithm, and the IP of such core is certainly still used in the foreign IP. Some pure ASIC algorithms are related to the nucleus. In this case, if the entire design is mastered In your own hands, you will not be affected by foreign countries.

According to the search for China Maker Reporter, at present, the CPU IP Core technology is mainly provided by British and American companies such as ARM, AMD, IBM, etc. The previously mentioned Alibaba acquired Zhongtianwei is currently the only large-scale independent production in mainland China. Embedded CPU IP core company. Although this move demonstrates the determination of Jack Ma's self-developed chip, but a chip industry veteran believes that Zhongtian Micro's CPU IP core and ARM, IBM is obviously not in the same grade. 'As far as I know, the domestic present CUP wants to benchmark against Intel, it is still difficult to match.

Divided from the application scene, mobile phone mobile processor, advanced automatic driving master chip, chips used for the development of 5G communication, all belong to high-end chips.

In terms of mobile phone chips, MediaTek and Qualcomm have almost monopolized the mobile phone chip market. Almost all of the Android system's flagship phones use Qualcomm's Opteron processors, while mid- to low-end Android models generally use MediaTek processors. Apple, Samsung, and Huawei Special, use its own processor. There are close to Huawei chip insiders told reporters seeking Chinese founders, the first generation of Huawei Kirin chips is not yet mature, but Huawei's overall design of mobile phones cover up the shortcomings of the chip, this allows the chip can be used to land , gave the opportunity to iteratively upgrade the chip products. And this process, Huawei spent nearly 20 years.

In the area of ​​autonomous driving, Tumon’s future CEO Chen Mo told reporters looking for China’s makers. Only the Nvidia’s GPUs can be used for the master chips of L4 level and above. The future Tucson solution is calculated by the master computing unit, There is no increase in end-side chips. 'It is difficult for domestic companies to make master chips that meet the L4 level of autopilot, but if we do ADAS-specific chips, I think it is still possible. There are few general-purpose chips in China, and they generally do AI-specific chips. . '

Universal chip VS special chip

The dispute about universal chips and dedicated chips has never stopped.

There have been views that dedicated chips are the new growth point in the future.

Those who hold this view believe that although universal chips have great advantages in terms of versatility and modificability, in terms of pertinence and power consumption, general-purpose chips need to incorporate many reserved modules at the beginning of design. Therefore, the power consumption will be very high, and it will be expensive to sell. The dedicated chip is designed for a single function. Many things have been hardened and blocked, so it is fast, low power consumption, low cost, and low power bills. .

But Chen defaults that the dedicated chip development cycle is long and its use is not flexible. 'The GPU can be added or changed by pure software, and the upgrade function. The special chip can not. 'So, the dedicated chip is only suitable for a single task that has been stable. Although the special chip The market is vast, but there are still challenges for Chinese companies.

Because even mastering chip design, packaging and measurement technologies, but in the software (EDA tools), manufacturing, equipment, etc., high-end 'China's core' is still facing many difficulties.

'EDA software tools are still in the hands of foreign companies such as CADENCE, SYNOPSYS. As far as I know, SYNOPSYS has stopped selling to ZTE.'

In terms of equipment, the lithography machine is one of the core devices for chip manufacturing. According to media reports, ASML, the world's largest supplier of chip lithography equipment, is one of the few manufacturers. But this is the core device, but it is against China. Forbidden to sell. Even if it were sold to China, it would be a few generations behind.

Restricted by the manufacturing industry, even Kirin 970, which is comparable to Qualcomm's Opteron chip in design, has to be built by TSMC in the manufacturing process. It is understood that the Cambrian, Horizon, etc. have also chosen foreign manufacturers. Cooperation.

The high-end chips needed by ZTE are the areas that can be covered by long-term huge investment through decades of technology accumulation and R&D.

U.S. NVIDIA and Intel as GPUs and CPUs are the top players in the two most typical high-end chips, and both have achieved long-term technological accumulation. They are the key raw materials in the microelectronics industry: 'oil' and 'salt'. People.

This two-year burst of AI concept fired a large number of 'artificial intelligence dedicated chips' such as the NPU and TPU. The industry initially used GPUs as an artificial intelligence training and computing platform, but due to excessive power consumption, it was wasted. The so-called 'artificial intelligence dedicated chip' was produced. That is to say, these chips actually only solve the problem of induction of machine learning algorithms. Therefore, the US's ban on ZTE's ban has only become so impactful.

Ali today announced the acquisition of wholly-owned Zhongtian Microsystems Co., Ltd., the only company in mainland China with its own embedded CPU IP Core, and the technology related to 'IP Core' is the core technology for independently researching and developing high-end chips. , Ali's competitors are NVIDIA, Intel, AMD and other first-tier manufacturers.

In any case, this move also shows that Ali officially entered this field and supports domestic high-end chip manufacturing.

4. Chip company Rodinson won tens of millions of yuan in A round of financing GGV Jiyuan Capital Investment;

Sina Technology News April 20 afternoon news, China's high-precision intelligent industrial sensor company - Shanghai Rodinson Industrial Automation Equipment Co., Ltd. (hereinafter referred to as Rodinson) announced that GGV Jiyuan Capital's exclusive investment of tens of millions of dollars A round Financing. It is a new round of financing by Rodinson following the investment by AIG Capital in 2017.

Rodinson said that after the completion of this round of financing, Rodinson has reached industrial cooperation agreements with well-known domestic universities and research institutes, and will jointly invest in research and industrialization of high-end smart industrial MEMS chips at the Roddinson Industrial Park. We will strive to realize domestic substitution of foreign chips after one year, and provide a true 'China Core' for China Made 2025.

It is understood that Rodinson’s R&D team members all graduated from well-known universities both at home and abroad. The core technicians are trained by the professional theory and practice of the Fraunhofer IZM Institute in Berlin, Germany. The company has complete independent intellectual property rights, and its innovation includes The world's first pressure, differential pressure, liquid level and flow measurement sensors at 600°C, and the world’s first passive wireless intelligence, digital multi-channel pressure sensing and detection system, have accumulated more than 30 authorized patents.

Rodinson CEO Wang Xujian believes that Rodinson's products have excellent performance, high cost performance and competitive advantages, and are gradually implementing imported industrial sensors and transmissions used in key national industries such as chemical industry, power, energy, and steel metallurgy. The domestic replacement of the device products, and participate in the competition in the international market. At present, Rodinson products have been exported to the United States, Germany, Italy, Russia, the Netherlands, Switzerland, Brazil, Singapore, Malaysia, Indonesia, South Korea and other countries and regions.

According to Li Hongyi, managing partner of GGV Jiyuan Capital, “With the advancement of national strategies such as Industry 4.0 and China Manufacturing 2025, the domestic alternative import trend in the industrial sector is gradually evolving. We see more and more Chinese teams with strong autonomy. R&D technical strength and enterprising spirit of entrepreneurship have become the benchmarks in the industry. Rodinson is a leader in the field of industrial sensors. The Rodinson team not only has strong technical strength and complete independent intellectual property rights, but is also practical in industrial sensors. The field has been ploughing for many years and has gained market recognition with excellent products. Our GGV is willing to stand with such a team and firmly support them in contributing their own power to China's advanced manufacturing and domestic alternatives.' (Wang Shang)

5. Shanghai Silicon Microelectronics Co., Ltd. announced the completion of the A round of capital increase;

On April 20th, 2018, Shanghai, China, Shanghai Silicone Microelectronics Co., Ltd. announced today that the company has completed the A round of capital increase in recent days. The current round of capital increase will be invested by China Mindeng Capital Investment Co., Ltd. and Qingyu Capital will follow the investment. Continuously implements the mission of 'aggregating capital energy, releasing mechanism vitality, and serving national strategies'. Under the national environment for promoting smart manufacturing 2025, the investment platform of China Minting Investment Group’s investment platform focuses on smart cars and smart travel directions. Active layout. Silicon Jie Microelectronics as the domestic first-rate supplier of millimeter-wave radar chip, is playing an increasingly important role in the domesticization of millimeter-wave radar. 'China Investment's managing director Li Xinde said, 'We are willing to help silicon Jay has achieved greater success in the driverless, driverless market. 'Wang Xi, director of investment at Qingyu Capital, said, 'The sensor is an integral part of future driverless driving. The domestic market for millimeter wave automotive radar is currently We are on the outbreak of the node. We are optimistic about Silicon's innovative technology research and development and industrialization capabilities, and provide partners with rapid mass production. Full-scale solution capabilities. ' Dr. Lu Wei, founder of Silicone Microelectronics, said: 'Si Jiejie Microelectronics completed the team's growth and technology accumulation in the 3 years of the Shanghai Micro-Tech Industrial Research Institute's platform incubation, and in 2016 With the help of Tonghua Capital, it officially operates independently. In the past 15 months, Silicone has achieved a mass production milestone of multiple chip products. With the help of China Minzu Investment and Qingyu Capital, we are more confident to accelerate The market advancement of the product contributes to the development of a new generation of sensors and Internet technologies. '

Silicon Core Product Introduction

SRK1201L: 24GHz single-shot radar chip core index: 24GHz ISM band receives two chips, 9dBm transmit power, -103 dBc/Hz phase noise, 30dB receiver gain, 9dB noise figure, integrated on-chip power and temperature sensor, 5mm *5mm QFN package.

RKB1201E: 24GHz Radar Chip Evaluation Board Core Specifications: USB interface provides power and SPI control, independent external power supply and SPI control; use ADF4159 PLL to generate FMC-W and other radar waveforms; provide 24GHz microwave high performance connector; board size 10cm *6.4cm.

About Shanghai Silicone Microelectronics Co., Ltd.: Silicone Microelectronics is a company specializing in the development of millimeter-wave radar chips. The automotive city of Jiading, headquartered in China, was led by the National Thousand Talents Program to develop the first domestic independent intellectual property rights. The highly integrated 24GHz radar SOC, while the company is developing a series of high-integration products at 24GHz and 77GHz. Silicone Microelectronics has a high-quality design development and production team, has a solid design technology and rich development experience 1. Work hard to contribute to the development of a new generation of sensors and Internet technologies.

About Zhongmin Investment Co., Ltd.: China Min Capital Investment Management Co., Ltd. is a wholly-owned subsidiary of China National Investment Group, with a registered capital of RMB 10 billion. Zhongmin Capital Investment Co., Ltd. is committed to providing a full range of services to customers based on the concept of integration of industry and finance. Multi-angle investment and financing solutions for integrated financial services. At present, through the combination of self-owned funds and fund investments, alongside the industry strategy, Zhongmin Investment has already established PE, VC, M&A, equity debt restructuring, and parent funds. In the multi-level investment system.

About Qingyu Capital: Qingyu Capital was founded in 2014 by senior environmental protection, energy industry experts and investors. It is a professional fund focused on environmental protection, energy conservation, new energy and other cleantech field investments. Since its establishment, it has received domestic industry. Supported by leading companies and well-known parent funds, it currently manages 4 funds, with a total scale of approximately RMB 2 billion, and is a pioneer and leader in domestic investments in energy conservation and environmental protection. Shanghai Institute of Micro-Technology

6. Wansheng shares 3 billion acquisition loss of Silicon Valley model: cross-border involved 'core' for what

In the case that the target company lost more than 1.5 billion yuan in 3 years, the listed company purchased 3 billion yuan. What exactly happened to the company behind the transaction?

Our reporter Fang Li/wen

On April 3, Wansheng (603010.SH) issued a revised draft of the acquisition plan, which stated that it plans to acquire 100% equity of Zhixin Zhiben with 3.007 billion yuan, all of which will be paid in the form of shares issued.

The earliest date of the acquisition can be traced back to May 26, 2017. On the same day, Wansheng Co., Ltd. issued the acquisition plan and issued a revised draft on July 20, 2017. The transaction price of the underlying asset was tentatively set at 3.75 billion yuan. After 11 months, the purchase price of the company has dropped by more than 20%.

Cross-sector acquisition of loss-making assets

According to Wind Information, Wansheng was originally engaged in the R&D, production and sales of organophosphorus flame retardants. The main products include polyurethane flame retardants (polyurethane soft foam flame retardants and polyurethane rigid foam flame retardants), engineering plastic flame retardant There are more than 20 categories of agents, including two categories, mainly used in aerospace, automotive, electronics, construction and furniture, etc., and have added special fatty amine business and polymer polyol business. In October 2014, Wansheng shares successfully landed. The A-share market has maintained rapid growth for several years. In 2016, Wansheng had a revenue of RMB 1,211 million, of which fire-retardant income was RMB 804 million, specialty fatty amine revenue was RMB 292 million, and polymer polyol revenue was RMB 111 million. It can be seen that the flame retardant business is Wansheng's largest income.

The company that is the subject of this transaction is a specialized integrated circuit design company that specializes in the design and sale of high-performance digital-analog hybrid multimedia chips. After years of focused development and development, the company’s high-speed, low-power images and data Transmission and conversion technology has reached the industry-leading level, its high-performance digital-analog hybrid multimedia chip has a strong competitive advantage in the market, has become one of the major international professional supplier of high-performance digital-analog hybrid multimedia chip.

After the completion of this merger, Wansheng shares will be changed to flame retardant research and development, production, sales and high-performance digital-analog hybrid chip design, sales for the two main companies.

The operations of Wansheng Co., Ltd. are completely different from the underlying business. Before this acquisition, Wansheng Co., Ltd. has never entered this field.

Why should Wansheng Co., Ltd. purchase a cross-industry company that is currently losing money at a price of RMB 3 billion for a new field? Is this acquisition really worth the money?

Shixin Zhizhi was established on September 28, 2016. It is an acquisition entity established specifically for the acquisition of Silicon Valley Digital Assets. The underlying asset is a 100% stake in Digital Model Holdings, held by Shanhai Semiconductor Ltd. (Cayman). Zhiben did not substantially carry out other business operations. As of the assessment date, the book value of the total assets and net assets of the Zhixin Zhiben (parent company) was 3.301 billion yuan, and the assessed value was 3.007 billion yuan. The amount of impairment was both 2.93 billion yuan, with an impaired rate of 8.90%.

The company's Silicon Valley digital model was established in March 2002. It is incorporated in Delaware, USA and is mainly engaged in display panel timing controllers, mobile HD product chips and other services.

According to the draft revised version, from January to September 2017, the core revenue of Zhixin was RMB 317 million, and the net profit was RMB -380 million.

In the digital revenue structure of Silicon Valley, China's mainland accounted for only 7.21%, and the rest of the income came from abroad. Among them, South Korea accounted for the highest proportion, from January to September 2017, accounting for 71.88%.

According to the audited consolidated pro forma financial statement, in 2016, the core revenue of Zhixin Zhiben was 535 million yuan, and the net profit loss was -7.77 billion yuan. Is such a company really worth 3 billion yuan?

In the Revised Draft of Wansheng Co., Ltd., the company introduced it in this way: 'The target company is an integrated circuit design company that specializes in the design and sale of high-performance digital-analog hybrid multimedia chips', but the reporter of the "Securities Market Weekly" published the report. According to the Zhiben income structure, from January to September 2017, the total revenue of Zhixin Zhiben was 317 million yuan, of which display panel timing controller revenue was 193 million yuan, accounting for 60.88%; Mobile HD product (chip) revenue Only 81.49 million yuan, accounting for 25.7%; Technology IP license revenue 41.59 million yuan, accounting for 13.11%; Supporting product income is 950,000 yuan. From the above data, the display panel timing controller is the largest piece of the core The business, that is, the core technology Zhiming is a display panel timing controller based, chip-assisted companies, and according to related companies, listed companies, display panel timing controller is a valley of digital analog chip products.

In the revised draft, Wansheng shares repeatedly emphasized the highlights of the current chip business of Zhixin Zhiben. However, the data shows that the digital model of Silicon Valley was established in 2002 until January to September 2017, and the mobile HD product (chip business) Income is only 81.49 million yuan.

By comparing with other listed companies, it can be seen that the pace of development of Zhixin Zhiben is rather slow. Zhaoyi Innovation was established in 2005. In 2017, the company’s storage chip revenue reached 1.715 billion yuan; Guoke Micro (300672.SZ) was established in 2008. In September, 2016, various chip revenues exceeded 400 million yuan.

Although these companies are in different chip areas, Silicon Digital’s development in the chip business has not grown for many years.

In the longitudinal direction, the development of Zhixin Zhizhi in the past three years is also very slow. The revenues for 2015-2016 and January-September 2017 were 466 million yuan, 535 million yuan, and 317 million yuan respectively. The growth rate was not high; Profits were -2.16 billion yuan, -7.77 billion yuan, - 638 million yuan, and the losses were serious. From the perspective of operating conditions, the core technology is not optimistic, and it is always at a loss.

What's worse is that the main product of Zhixin Zhiben is the commercial model of sales, but the inventory has risen from 41.13 million yuan at the end of 2016 to 83.35 million yuan at the end of September 2017.

Under the slow growth of income, the inventory of the Zhixin Zhiben has been rising, the loss has been increasing, and the cash flow does not seem to have significantly improved.

These signals indicate that the current operating status of Zhixin Zhiben is not only not optimistic but seems to be at the most difficult stage.

Moreover, the target company also has the situation of over-reliance on large customers. Wansheng Co. disclosed in the revised draft that the largest customer of Zhixin Zhiben was LG, and sales of the largest customer, LG, from January to September 2017 It was 173 million yuan, accounting for 54.68%. However, the development of LG in recent years is not optimistic. In the first quarter of 2017, the sales volume of color TV brands released by China Yikang showed that LG TV has fallen out of the top 10. China is the world One of the largest color TV markets, and the fact that the core of the company knows that the revenue from mainland China accounted for less than 10%, it seems that the company’s current complementary products, mobile high-definition business and display panel timing controller business is not in the customer. The first camp, the competitiveness of the company's main products is worrying.

Looking at the company's business, the display panel timing controller business is dominated by mass production, with a large number of players, fierce market competition, rapid technological advancements in the display port chip business, and high product update rates. If the future cannot continue to develop better products Intensified market competition is likely to lead to a decrease in the profit margin of the display interface chip business. Therefore, the core business of Zhixin Zhizhi has high uncertainty.

Under such circumstances, the revised draft has given extremely optimistic expectations for the future. According to the revised draft, the revenue of the digital model in Silicon Valley is estimated to be US$134 million, US$201 million, US$254 million, respectively, in 2018-2020. The party promised that the net profits realized by the target assets in 2018, 2019, and 2020 should be no less than 130 million yuan, 267 million yuan and 372 million yuan, respectively.

Compared with the revised draft of the acquisition plan released in July 2017, this profit commitment has dropped a lot. At that time, the transaction partner promised that the net profit of the target assets in 2017-2020 would be 110 million yuan, 221 million yuan, 334 million yuan respectively. Yuan and 464 million yuan. Compared with July 2017, the promised net profit disclosed in the revised draft has dropped by more than 20%.

In this regard, the related person in charge of the listed company told the reporter of the “Securities Market Weekly” that after adjusting for the difference in the accounting treatment between China and the United States of the preferred stock, the subject company was assigned to the owner of the parent company in 2015-2016 and January-September 2017. The net profits were -62.97 million yuan, 73 million yuan, and -310 million yuan respectively. The loss narrowed; the counterparty's IC investment fund became a 6.13% shareholder of the listed company, and the target company's production would be Business and market development play an active role.

Does the customer really exist?

The company’s main products and businesses include mobile high-definition products, display panel timing controllers (TCON), IP licensing, etc. Its product applications include smart phones, tablet computers, notebook computers, LCD monitors, VR/AR display devices and other consumer products. Electronic products, involving many downstream industries.

According to the revised draft, the target company's display panel timing controller products are currently mainly used in notebook computer screens, LCD monitors and tablet computer screens, with ultra-high resolution support, low power consumption, and its main customers include high-definition Leading suppliers of LCD panels, such as LG, Samsung, etc.

In the VR image signal transmission and transformation chip business, the main customers of the target company VR image signal transmission and conversion chip include Microsoft, Huawei, Oculus, Magic Leap, HTC, etc.

However, the “Securities Market Weekly” reporter looked at the top five customer data and found that from 2015 to 2016 and from January to September 2017, the percentage of the top five customers of the subject company was 95.71%, 94.35%, and 94.89%, respectively, and the company did not disclose specifics. The customer name is just replaced with customer one, customer two, customer three.

From January to September 2017, the target company's sales to the largest customer amounted to RMB 173 million, accounting for 54.68%. The draft revised note states that 'customer one' is LG. This is not only doubtful if With major customers such as Microsoft, Huawei, Oculus, Magic Leap, HTC, LG, Samsung, Microsoft, and Huawei, why did the company not disclose specific customer names? If there are many large customers, why are the top five customers so concentrated? Can not help but question the company's claims that these customers really exist?

In response, the above-mentioned person in charge indicated that the target company's industry customers are more sensitive and therefore it is not convenient to disclose the specific customer names.

Securities Market Weekly

2016 GoodChinaBrand | ICP: 12011751 | China Exports