On April 17, the Shanghai Stock Exchange disclosed information showing that Hefei Xingu Microelectronics Co., Ltd. (hereinafter referred to as "Xingu Microelectronics") and its sponsor withdrew the listing application documents. As a result, the Shanghai Stock Exchange decided to terminate its review of the company's initial public offering and listing on the STAR Market.
According to Beduo Finance, Xinguwei submitted a prospectus in May 2023 to prepare for listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange. In this sprint listing, Xingu Micro originally planned to raise 850 million yuan, which will be used for microwave chip packaging and testing, module industrialization projects, R&D center construction projects, etc.
Tianyancha App shows that Xingu Micro was established in November 2014 and is located in Hefei City, Anhui Province. Through the big data analysis of Tianyancha, Xingu Micro has invested in a total of 1 company. At present, the registered capital of the company is 60 million yuan, the legal representative is Liu Jiabing, and the shareholders include Liu Jiabing, Hefei Venture Capital, GF Qianhe, Cornerstone Capital, etc.
According to the prospectus, Xingu Micro focuses on the R&D, design, production and sales of semiconductor microwave millimeter wave chips, microwave modules and T/R components, mainly providing a series of products based on GaAs and GaN compound semiconductor processes to the market, and providing technical development services around related products.
At present, the product category of Xingu Micro covers the complete product chain of RF front-end of wireless transceiver system, and some products have the ability to compete with similar products of well-known manufacturers at home and abroad in terms of technical indicators and specifications, and a number of products have been successfully applied to major national equipment models.
In 2020, 2021 and 2022, the revenue of Xingu Micro will be 64.4084 million yuan, 99.5821 million yuan and 149 million yuan respectively, the net profit will be 37.0962 million yuan, 42.5852 million yuan and 57.8032 million yuan respectively, and the net profit after deducting non-profits will be 30.0415 million yuan, 32.0985 million yuan and 47.2833 million yuan respectively.
According to Bedo Finance, the revenue of Xingu Micro mainly comes from semiconductor microwave and millimeter wave chips. During the reporting period, the company's chip revenue was 63.1764 million yuan, 95.564 million yuan and 131 million yuan respectively, accounting for 98.94%, 96.36% and 88.57% of the main business income respectively.
Since its establishment, Xinguwei has received multiple rounds of financing, and investors include GF Qianhe, Hefei Innovation Investment, etc. However, the parties also agreed on a VAM agreement. In September 2021, Guoyao Technology, Municipal Industry Investment Phase I, etc., and Liu Jiabing and others agreed that Xingu Micro needs to achieve listing (IPO) or be acquired by listed companies by December 31, 2024.
At the same time, the audited non-net profit performance target values of Xingu Micro in 2020, 2021 and 2022 are 20 million yuan, 35 million yuan and 50 million yuan respectively, and the final non-net profit deducted in any year shall not be less than 70% of the target value of the corresponding year.
The data shows that in 2020, 2021 and 2022, the net profit of Xingu Micro after deducting non-profits will be 30.0415 million yuan, 32.0985 million yuan and 47.2833 million yuan respectively, which will not reach the corresponding performance target value. However, it exceeded 70% of the target value for the corresponding year, barely reaching the VAM target.
Among them, Liu Jiabing directly holds 28.33% of the equity of Xingu Micro. At the same time, Liu Jiabing controls 11.57% and 3.31% of the voting rights of Xingu Microchip respectively through serving as the executive partner of Hefei Microchip and Hefei Minxin, and controls 43.21% of the voting rights of the company in total.
In addition, Liu Jiabing, through his spouse and concerted actor Zhang Yuanling, controls 0.39% of the voting rights of Xinguwei. Therefore, Liu Jiabing controls a total of 43.60% of the company's total share capital, and is the controlling shareholder and actual controller of the company. At present, Liu Jiabing is the chairman and general manager of Xingu.
In December 2021, October Xinxing, Yungu Xinwei, Xingu Micro, Liu Jiabing and others agreed that the target company (i.e., Xingu Micro) will be listed or acquired by a listed company by December 31, 2024. At the same time, in 2020 and 2021, the net profit after deducting non-profits will be 25 million yuan and 50 million yuan respectively, and in 2022, the net profit after deducting non-profits will be 90 million yuan.
Among them, the final net profit deducted in any year of 2020 and 2021 shall not be less than 70% of the corresponding annual target value, and in 2022, it shall not be less than 80% of the annual target value. This means that Xingu Micro has not achieved the performance VAM target in 2021 and 2022.
In addition, GF Qianhe, Cornerstone Intelligence, Guochuang Xingtai, etc. also signed a VAM agreement with Xingu Micro and its shareholders in December 2021, and Yueshijing signed a VAM agreement with Xingu Micro and Liu Jiabing. In February 2022, Liu Jiabing and Ma Jing signed an equity transfer agreement, which involved special rights clauses in relation to the VAM agreement.
It is worth mentioning that none of the aforesaid VAM agreements have been performed.