On July 1, the Shenzhen Stock Exchange disclosed information showing that Shenzhen Zhicheng Semiconductor Materials Co., Ltd. (hereinafter referred to as "Zhicheng Shares" or "Zhicheng Semiconductor") and its sponsor Guotai Junan Securities withdrew their listing application documents. As a result, the Shenzhen Stock Exchange has decided to terminate its review of its initial public offering and listing on the GEM.
According to Beduo Finance, Zhicheng Semiconductor submitted a prospectus in June 2023 to prepare to be listed on the GEM, planning to raise 800 million yuan, which will be used for SiC material R&D and manufacturing headquarters projects, SiC material R&D projects, development and scientific and technological reserve funds. As recently as March 2024, the company also submitted a version of the prospectus (declaration draft) and updated the previous inquiry.
Tianyancha App information shows that Zhicheng Semiconductor was established in December 2017 and is an enterprise mainly engaged in the manufacturing of computers, communications and other electronic equipment. At present, the registered capital of the company is 60 million yuan, the legal representative is Zhu Baixi, and the shareholders include Zhu Baixi, Tian Xianfeng, Zhu Wenwen, etc.
According to the prospectus, Zhicheng Semiconductor is a company that mainly develops, produces and sells silicon carbide coated graphite parts and components for semiconductor equipment, and provides related silicon carbide coating services, and the main products can be used in silicon carbide (SiC) epitaxial equipment, MOCVD equipment, silicon (Si) epitaxial equipment and other semiconductor equipment reaction cavities.
Zhicheng Semiconductor said in the prospectus that the company's main products can participate in different manufacturing links such as epitaxial wafer manufacturing and wafer manufacturing, among which products such as silicon carbide coated graphite pedestal are directly in contact with wafers, which have a great impact on the temperature field and airflow field in the process and directly affect the performance of related equipment manufacturing products.
From 2020 to the first half of 2023, Zhicheng Semiconductor's revenue was 42.4892 million yuan, 119 million yuan, 276 million yuan and 252 million yuan respectively, the net profit was 15.5042 million yuan, 51.4575 million yuan, 115 million yuan and 112 million yuan respectively, and the net profit after deducting non-profits was 16.5489 million yuan, 51.3179 million yuan, 114 million yuan and 112 million yuan respectively.
According to the business structure, Zhicheng Semiconductor's revenue mainly comes from semiconductor equipment parts, including SiC epitaxial equipment parts, MOCVD equipment parts, etc. During the reporting period, the company's semiconductor equipment parts revenue was 39.1359 million yuan, 104 million yuan, 194 million yuan and 186 million yuan respectively, accounting for 92.11%, 87.04%, 70.41% and 74.28% respectively.
According to Beduo Finance, the Shenzhen Stock Exchange mainly focused on the industry and information disclosure quality of Zhicheng Semiconductor, the advancement of core technologies, the historical evolution of the actual controller and the issuer, the assets from Shijin Technology, R&D investment, VAM agreements, capacity digestion of fundraising and investment projects, revenue, customers, gross profit margin, etc.
With regard to the actual controller, Zhicheng Semiconductor is required to explain whether Tian Xianfeng, Song Qiang, and shareholders such as Gongqingcheng Hongxing, Gongqingcheng Zhida, Guangdong Xinfu, Gongqingcheng Zihuai, and Hefei Yuancheng, who have a concerted action relationship, have the possibility of controlling the company and avoid being identified as its actual controller.
In the second round of inquiry letters, the Shenzhen Stock Exchange once again paid attention to the accuracy of the identification of the actual controller of Zhicheng Semiconductor, and asked the company to explain whether the identification of Zhu Baixi as its actual controller was accurate and reasonable, and the reasonableness of not identifying Zhu Wenwen as the joint actual controller.
According to the prospectus, Zhu Baixi is the controlling shareholder and actual controller of Zhicheng Semiconductor. Among them, Zhu Baixi directly holds 15.50% of the company's shares. At the same time, Zhu Baixi served as the executive partner of Gongqingcheng Zhicheng, Gongqingcheng Xicheng and Gongqingcheng Hecheng, holding 8.84%, 3.08% and 0.99% of the shares respectively through three shareholding platforms.
Accordingly, Zhu Baixi controls a total of 28.42% of the equity of Zhicheng Semiconductor through direct shareholding and three shareholding platforms. In addition, Zhu Wenwen directly holds 8.91% of the company's shares and is a person acting in concert with Zhu Baixi. Therefore, Zhu Baixi directly holds shares, controls the three shareholding platforms and Zhu Wenwen, who acts in concert, and controls the voting rights corresponding to 37.32% of the company's shares.
Zhicheng Semiconductor said that the company's employees contributed a total of 45.52% to the shareholding platform Gongqingcheng Zhicheng, nearly half, and Zhu Baixi, as the company's chairman and general manager, has a strong influence on employees in matters related to the issuer (i.e., "Zhicheng Semiconductor"), and can have a significant impact on the 45.52% share of capital contribution.
Regarding Gongqingcheng Xicheng, Gongqingcheng and Orange, although Zhu Baixi's capital contribution ratio is not high, as the sole general partner and executive partner of the partnership, Zhu Baixi has sole management and decision-making authority in accordance with the partnership agreement. At the same time, the partners are all employees of the issuer, and Zhu Baixi can have a significant impact on 100% of the capital contribution.