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(Source: Pre-Qualified IPO).

Text/Rui Finance Cheng Mengyao

With the halo of "the first share of lithography machine concept" on his head, the IPO of Beijing Huazhuo Jingke Technology Co., Ltd. (hereinafter referred to as Huazhuo Jingke) on the Science and Technology Innovation Board, after queuing for 4 years, chose to withdraw voluntarily.

Previously, Huazhuo Jingke has been suspended from the listing review process 8 times due to the expiration of financial information, and on the official website of the Shanghai Stock Exchange, it disclosed as many as 66 inquiries and reply dynamics, mainly involving financial updates.

Under the new "National Nine Articles", for the vast majority of queuing companies whose financial information has expired, whether the updated financial indicators can meet the new threshold for listing is a decisive factor affecting whether they will continue to promote their IPOs.

However, for Huazhuo Jingke, which has already passed the meeting, behind the voluntary termination of the review, it itself faces the risk of stagnation in the listing process.

Its audit institution, Dahua Certified Public Accountants (Special General Partnership) (hereinafter referred to as Dahua), was arrested for its involvement in gold Tongling (rights protection) (300091. SZ) has been engaged in financial fraud for six consecutive years, and was suspended from engaging in securities service business for six months by regulatory penalties in May this year, and its IPO projects will be affected.

Its sponsor, Dongxing Securities (601198. SH), due to the fact that Shizeda Yisheng (688555. SZ has been delisted) for 6 consecutive years of financial fraud, and was filed by the CSRC in March 2023, facing the risk of litigation.

Backed by Tsinghua University, it is worth paying attention to whether Huazhuo Jingke will restart the IPO after changing the auditor and sponsor institution.

　　01

The nature of scientific and technological innovation is doubtful

Nearly 3 years after the meeting, the registration has not been submitted

Huazhuo Jingke's IPO process is mainly stuck after the meeting, and looking back on Huazhuo Jingke's IPO road, it is not smooth.

Huazhuo Jingke was established in May 2012, listed on the New Third Board in December 2015, and broke through the Science and Technology Innovation Board after being delisted in February 2019.

On June 24, 2020, the Shanghai Stock Exchange accepted Huazhuo Jingke's IPO application, and after two rounds of inquiries and one suspension of review, it passed the initial meeting on September 17, 2021, but after the meeting, it was not submitted for registration until it was withdrawn.

If calculated based on the date of acceptance by the exchange, the IPO of Huazhuo Jingke Science and Technology Innovation Board took about 1,460 days, which is obviously not a normal progress of the IPO of the Science and Technology Innovation Board. Wind data shows that from 2020 to 2023, the average time taken from acceptance to final listing of enterprises on the Science and Technology Innovation Board will be 255 days, 330 days, 350 days, and 397 days respectively, and Huazhuo Jingke has become a well-known "nail household" on the Science and Technology Innovation Board.

Judging from several rounds of inquiries related to questions, the regulator has always been skeptical about the hard technology strength of Huazhuo Jingke, and has never stopped questioning Huazhuo Jingke's scientific and technological innovation attributes. It has repeatedly questioned its core technology, independent research and development strength, patents, business industrialization prospects, growth, and the relationship with Tsinghua University, and Huazhuo Jingke's reply does not seem to convince the exchange, not only was it suspended by the Listing Committee, but also the scientific and technological innovation attributes of its nano-precision motion and measurement and control system and related businesses were questioned again at the "second" meeting.

In the first round of inquiry, the Shanghai Stock Exchange paid attention to the resumes of Huazhuo Jingke's core technical personnel; the source and advancement of core technology; The specific application of the patent shared with Tsinghua University in the product, and whether there is a transfer of benefits; Commissioned R&D, cooperative R&D progress and application of results.

During the second round of inquiry, Huazhuo Jingke was further required to list the main terms of the contracts related to the joint patent, patent exploitation license and technology transfer with Tsinghua University, and explain whether it constituted dependence on Tsinghua University's R&D and technology system, and whether there was a risk that Tsinghua University would stop authorizing or authorize a third party; It also analyzes the impact of various intellectual property rights (obtained during the reporting period) of Tsinghua University's part-time employees and off-the-job entrepreneurs on the company's core technology during the reporting period.

In the first round of the meeting, the Listing Committee gave the conclusion of a postponement of deliberations. Huazhuo Jingke was required to delete the expressions that were not highly targeted, and to supplement and improve the lithography machine double workpiece table business with a single customer, the commercialization prospect is uncertain, and there is a risk that there is a large gap between the technical level and the leading enterprises in the industry.

After the "second" meeting, the Listing Committee gave the conclusion that "it meets the issuance conditions, listing conditions and information disclosure requirements", but at the same time asked Huazhuo Jingke to further explain whether the information disclosure of the nano-precision motion and measurement and control system and related businesses complies with the provisions of national laws and regulations and the information disclosure requirements for the issuance and listing of the Science and Technology Innovation Board, and required the sponsor representative to express a clear opinion.

　　02

Inaccurate product disclosures

Performance disclosure is not standardized

The business related to nano-precision motion and measurement and control system is one of the main businesses of Huazhuo Jingke. According to the application draft, Huazhuo Jingke's main business is the research and development, production, sales and technical services of derivative products such as nano-precision motion and measurement and control systems, ultra-precision measurement and control equipment and key components.

In the first round of inquiry, the exchange asked questions about Huazhuo Jingke's main business and main products, requiring it to clarify the specific meanings of R&D, shipped, delivered, put into production and mass-produced, etc., and delete products that have not yet formed a certain scale of revenue from the main products.

Subsequently, Huazhuo Jingke deleted the relevant descriptions of hot press bonding equipment, alignment equipment, and immersion lithography machine dual workpiece tables in the company's wafer-level bonding equipment products from the main products, and comprehensively sorted out and adjusted the disclosure sequence and focus of the main products and businesses in the prospectus, and appropriately simplified the relevant disclosures of products with a low proportion of revenue.

During the second round of inquiry, the exchange continued to question the way Huazhuo Jingke's business was disclosed, stating that the main products it disclosed included the lithography machine double workpiece table, but the actual sales content was technical services and double workpiece table modules, not the double workpiece table itself; The disclosed revenue components of the main products include precision motion systems, wafer bonding equipment, laser annealing equipment, etc., but the actual revenue includes both product sales and technical services. It was once again required to introduce the company's main business and main products in strict accordance with the actual sales of the company's reporting period, and to correct the inaccurate disclosure method.

In the second round of responses, Huazhuo Jingke's business overview was modified, deleting the expressions "it is a leading supplier of integrated circuit manufacturing equipment and its core components, precision/ultra-precision motion systems and related technologies in China", "the company's nano-precision motion and measurement and control systems and other products are cutting-edge high-end products of domestic integrated circuit equipment"; In addition, the product introduction content of "nano precision motion and measurement and control system" in the main business product introduction is adjusted to "nano precision motion and measurement and control system technology development", and when disclosing the composition of the main business, the income from product sales and technology development is further distinguished.

Disclosure of the composition of the main business of the previous draft:

Disclosure of the composition of the main business in the declaration draft:

　　03

Single core business customer

The future of commercialization is uncertain

The nano-precision motion and measurement and control system is one of the core subsystems of the lithography machine, and its performance plays a decisive role in the lithography machine when the wafer is lithography, and the system is the representative of Huazhuo Jingke's highest technical level.

Huazhuo Jingke has launched two series of nano-precision motion and measurement and control systems, DWS and DWSi, in response to the needs of domestic high-end IC front-end lithography machines, but due to the characteristics of difficult technical development, long cycle and multiple cross-fields involved in the system, the progress of early product development is relatively slow, and the nano-precision motion and measurement and control system business has not yet been industrialized.

In addition to being affected by the progress of product development, its industrialization is also affected by the technological development of lithography machines and system components, the localization rate of semiconductor equipment and other factors.

Huazhuo Jingke said frankly that the slow progress of nano-precision motion and measurement and control system product development will lead to the sluggish development of other complete machine components and complete machine integration technology, and the localization of semiconductor equipment will not meet expectations, which will have an adverse impact on the commercialization of nano-precision motion and measurement and control system, and the commercialization prospect of nano-precision motion and measurement and control system is still unclear.

In other words, the industrialization process of nano-precision motion and measurement and control system will directly affect the industrialization of Huazhuo Jingke's lithography machine dual-workpiece business, and the industrialization of the lithography machine's dual-workpiece business is directly related to the exchange's recognition of Huazhuo Jingke's attributes on the Science and Technology Innovation Board.

The exchange pointed out that Huazhuo Jingke's core product is the double workpiece table of the lithography machine, and on the basis of its core technology, it has developed derivative products such as ultra-precision measurement and control equipment and components, but from 2017 to September 2020, the sales volume of the lithography machine double workpiece table was 0, and in April 2020, a lithography machine and double workpiece table were shipped to Shanghai Microelectronics, which has not yet passed the acceptance; From 2017 to September 2020, the sales amount of the lithography machine double workpiece table in the company's revenue composition was 15.2137 million yuan, 7.95 million yuan, 00,000 yuan, and 00,000 yuan, and the actual sales content was technical services and the non-double workpiece table of the double workpiece table module itself.

This also means that although Huazhuo Jingke has the ability to produce nano-precision motion and measurement and control systems in small batches, the customer of related technology development business is very single, only Shanghai Microelectronics, and it is dependent on a single customer.

From 2018 to 2020, Huazhuo Jingke's nano-precision motion and measurement and control system technology development revenue was 7.95 million yuan, 0.00 million yuan, and 17.3774 million yuan respectively.

The exchange requires Huazhuo Jingke to explain whether the issuer's main business during the reporting period meets the positioning and issuance and listing conditions of the Science and Technology Innovation Board in combination with the fact that the lithography machine dual workpiece table business has not yet been industrialized.

From 2018 to 2020, Huazhuo Jingke received government subsidies of 139 million yuan, 321 million yuan, and 267 million yuan respectively, much higher than the operating income of 85.7092 million yuan, 121 million yuan, and 152 million yuan in the same period, as well as the net profit attributable to the parent company of 15.1236 million yuan, 20.8724 million yuan, and 12.4283 million yuan. The operating income has grown steadily, but the net profit attributable to the parent company has fluctuated, and the actual profit is in a state of loss after deducting government subsidies. At the same time, its comprehensive gross profit margin showed a downward trend during the reporting period, from 50.61% in 2018 to 45.05% in 2020, a decrease of 5.56 percentage points.

　　04

Technology relies on Tsinghua University

Questionable independent research and development capabilities

In addition to the fact that related products have not yet achieved large-scale mass production and sales, Huazhuo Jingke's independent research and development capabilities are also facing great challenges.

The semiconductor industry in which Huazhuo Jingke is located is a popular track strongly supported by national policies, and in the process of its growth, in addition to receiving large government subsidies, it is also favored by capital. In its listing structure, external shareholders include Hun Pu Investment, CICC, United Overseas Continental, Shanghai Semiconductor Fund, SME Development Fund, Red Star Macalline, China Merchants Securities and other institutions. But in terms of technology, Huazhuo Jingke has a heavy dependence on Tsinghua University.

At present, the controlling shareholder and actual controller of Huazhuo Jingke is Zhu Yu, and the total proportion of shares actually controlled is 54.23%.

Zhu Yu is a professor at Tsinghua University, in addition to Zhu Yu, the company's director and core technical personnel Zhang Ming is an associate researcher at Tsinghua University; Yang Kaiming, director and technical consultant, is an associate researcher at Tsinghua University, holding 35.72%, 3.49% and 3.15% of the shares respectively.

But the chairman of Huazhuo Jingke is Wu Yong. According to public information, Wu Yong was the executive partner of Shuimu Chuangxin, planning to establish the "Shuimu Venture Capital" under Tsinghua Industrial Development Research Institute, focusing on the industrialization and marketization of scientific and technological achievements in Tsinghua University, and was the managing director of Hetang Venture Capital (formerly known as TusVenture Capital) held by Beijing Tsinghua Industrial Development Research Institute.

In addition, since the establishment of Huazhuo Jingke, shareholders such as Xinhui Technology, Shuimu Qicheng, Shuimu Changfeng, Tianjin Qingyan, and Shuimu Vision have equity relationships with Tsinghua University or its industrial platforms.

The exchange also focused on the impact of the shared technology between Huazhuo Jingke and Tsinghua University, as well as the part-time employment of Zhu Yu and others in Huazhuo Jingke, on the stability of Huazhuo Jingke's core technology.

Disclosure of whether there is a risk that Tsinghua University will stop authorizing or authorizing a third party, whether there are alternatives to using Tsinghua University's laboratories or experimental equipment, the impact on R&D costs, and whether R&D can be carried out independently; Attribution arrangements for cooperative or commissioned R&D results; The calculation method and fairness of the amount of the technology transfer contract, sales commission fee and other expenses, and whether there are disputes or potential disputes.

Huazhuo Jingke said that the company is supported by Tsinghua University, by Beijing Tsinghua Industrial Development Research Institute and the core team of IC equipment research room jointly negotiated and decided to establish, Huazhuo Jingke as the leading party, and Tsinghua University in the field of nano precision motion and measurement and control system part of the research and development of industry-university-research cooperation, responsible for the engineering research and industrialization development of the project. The relevant technical achievements of Tsinghua University have laid a theoretical and technical foundation for the product and technology development of the company's optical nano precision motion and measurement and control system, and provided some R&D technical talents.

As of June 30, 2023, Huazhuo Jingke and Tsinghua University have a total of 166 patents as joint patentees, including 5 patents whose validity period has expired, including 115 patents obtained by agreement transfer, 30 patents obtained by entrusted development, 21 patents obtained by cooperative research and development, and 1 patent authorized by Tsinghua University to be exclusively licensed.

During the same period, a total of 199 authorized patents and patents under review that may form patent rights in the future were participated in by part-time employees and off-the-job entrepreneurs of Tsinghua University, including overseas applied patents and 5 expired patents.

The parties agreed that the price of patent technology transfer consists of a one-time payment of 4 million yuan and a share of patent revenue. From 2017 to the first half of 2023, the sales commission fees paid by Huazhuo Jingke to Tsinghua University were 799,200 yuan, 1,120,400 yuan, 1,116,100 yuan, 1,145,800 yuan, 1,368,100 yuan, 1,516,400 yuan, and 412,500 yuan respectively.

Based on the compound annual operating income growth rate of 36.46% from 2017 to 2019, including but not limited to nano-precision motion and measurement and control systems, precision motion system products and vibration isolation products, etc., assuming that the annual operating income of products related to the technology transfer contract will maintain a growth rate of 30% from 2020 to 2025, and the output value of related products will reach a stable state in 2026, as of 2033, The total transfer price to be paid to Tsinghua University for the execution of the above-mentioned technology transfer contract is 68.6414 million yuan, including a one-time payment of 4 million yuan and an estimated patent revenue share of 64.6414 million yuan.

At the same time, Huazhuo Jingke said that it has an independent R&D team, R&D sites and R&D facilities, and has established an efficient and independent R&D system, and there is no dependence on Tsinghua University's R&D and technical system.

As of June 30, 2023, the number of R&D personnel has increased from 133 in 2020 to 329, accounting for 41.91% of the total number of employees, including 131 with master's degree or above, accounting for 39.82% of the total number of R&D personnel;

From 2020 to June 2023, Huazhuo Jingke's R&D investment was 21.3709 million yuan, 67.312 million yuan, 76.874 million yuan, and 106 million yuan respectively, accounting for 14.03%, 20.48%, 17.74%, and 151.23% of operating income respectively. If the amount of government subsidy R&D investment calculated by the net method is considered, the total investment in each period is 195 million yuan, 273 million yuan, 246 million yuan and 164 million yuan respectively, accounting for 127.91%, 83.23%, 56.79% and 233.74% of the operating income respectively, which is much higher than that of comparable companies in the same industry.

　　05

The amount of funds raised was reduced by 300 million yuan

The valuation shrank by 1 billion in 15 months

The specific listing criteria selected by Huazhuo Jingke are: expected market capitalization of not less than RMB1 billion, positive net profit in the most recent year and operating income of not less than RMB100 million.

According to the declaration draft, from 2017 to 2019, Huazhuo Jingke's revenue was 54.1022 million yuan, 85.7092 million yuan, and 121 million yuan respectively; The net profit in the same period was 12.5321 million yuan, 15.1236 million yuan and 20.8724 million yuan respectively. According to the plan to issue 32 million shares and raise 1.035 billion yuan, Huazhuo Jingke is expected to have a market value of more than 4 billion yuan.

According to the draft of the meeting, Huazhuo Jingke plans to issue 80 million shares and raise 735 million yuan, which is calculated as its expected market value of less than 3 billion yuan. In 15 months, the market value shrank by more than 1 billion yuan.

In terms of the purpose of fundraising, Huazhuo Jingke has also adjusted, removed 300 million yuan of reserve funds for enterprise development, and concentrated 735 million yuan of fundraising into 4 projects, including the R&D and manufacturing project of key components of semiconductor equipment and the Yangtze River Delta Innovation and R&D Center for ultra-precision measurement and control products.

　　06

The audit institution was fined for financial fraud

The

sponsor institution was placed under investigation

For Huazhuo Jingke, which has already passed the meeting, behind the voluntary termination of the review, there is also the risk that it is facing the stagnation of the listing process.

Under the new "National Nine Articles", the China Securities Regulatory Commission (CSRC) has made it clear that it will improve the evaluation standards for the scientific and technological innovation attributes of the Science and Technology Innovation Board, expand the coverage of on-site inspections, strengthen the responsibility of the whole chain of issuance and listing, and strictly investigate illegal issues such as fraudulent issuance. For enterprises to be listed, we will strictly manage issues such as "withdrawal after investigation" and "breaking through with illness", and further consolidate the "gatekeeper" responsibility of intermediaries.

Huazhuo Jingke accurately stepped on the thunder intermediary. In May this year, the Jiangsu Securities Regulatory Bureau issued the "Administrative Penalty Decision", Dahua failed to perform its duty of diligence when auditing Jin Tongling's annual financial statements from 2017 to 2022, and the audit report issued by it contained false records, and was fined "five without one" and suspended from engaging in securities service business for 6 months; Subsequently, the Shenzhen Stock Exchange issued the Disciplinary Decision, imposing a penalty of 6 months on Dahua for not accepting the documents related to its securities business and securities service business.

The business of audit institutions is suspended, and IPO companies are naturally unable to advance the IPO process. At the same time, Dongxing Securities, the sponsor of Huazhuo Jingke, was arrested for its role in the implementation of Zeda Yisheng (688555. SH) IPO project, suspected of failing to be diligent in sponsoring, underwriting and continuous supervision, etc., was notified by the China Securities Regulatory Commission on March 31, 2023, if the CSRC finally determines that Dongxing Securities has committed material negligence in the sponsorship process, Huazhuo Jingke may also be affected.

Attached: List of intermediaries for Huazhuo Jingke's listing and issuance

Sponsor: Dongxing Securities Co., Ltd

Lead underwriter: Dongxing Securities Co., Ltd

Joint lead underwriter: China International Capital Corporation Limited

Issuer's lawyer: Beijing Bangsheng Law Firm

Auditor: Dahua Certified Public Accountants (Special General Partnership).

Appraisal agency: Beijing Zhongheyi Asset Appraisal Co., Ltd