Jingwei Hui marches into semiconductor accidents and the "dead knot" of the partner is difficult to solve.

300120.SZ has announced its non-public offering plan for half a year, but there are many doubts and twists and turns around its fixed addition project of "R & D and industrialization of RF module chips". The company was accused of investment breach of contract, project infringement, and the use plan and implementation of the raised funds were adjusted in just four months, leaving investors in a fog.

The reporter of the Financial Associated Press recently investigated and interviewed in Tianjin and Nanchang, trying to restore Jingwei Huikai's equity in North (Tianjin) Microsystems Co., Ltd. (hereinafter referred to as "Tianjin North"), which is the main filter chip since last year. Announced the track and context of the strategic transformation to the semiconductor field. The survey found that while the non-public offering is in full swing, Jingwei Huaikai's foreign cooperation is undergoing a series of changes, and the company's information disclosure at critical points is missing or not timely, making it difficult for investors to obtain information symmetry. After moving the non-public offering project to Nanchang High-tech Zone, Jingwei Huikai is facing the awkward situation of breaking with Tianjin North, the alleged project infringement, and the uncertain cooperation attitude of the local government. as a result, the process of its non-public offering RF module project may be hindered.

Buying a stake in North has a significant impact, but there are a lot of changes, but the announcement is delayed.

On April 2 this year, Jingwei Huikai made a lawsuit-related announcement, which was unexpected. The announcement said that because 47 million yuan of Jingwei Hui's investment in Tianjin North has not yet been paid, which has exceeded the payment time limit agreed between the two sides, Tianjin North has filed a lawsuit with the Tianjin second Intermediate people's Court, requiring the company to complete the payment of the remaining money and overdue interest.

Clockwise back to more than half a year ago, Jingwei Hui opened a high-profile announcement to buy shares in Tianjin North, thus began to set foot in the hot semiconductor industry. Since July 15, 2020, Jingwei Huikai has announced three times that it will spend a total of 144 million yuan to increase capital and acquire a total of 11.8153% shares in Tianjin North. According to Jingwei Huikai's announcement, Tianjin North is the first manufacturer of RF front-end thin film bulk acoustic filter chips in China, with a world-leading level of technology, breaking the technological monopoly of European and American countries. it fills the gap in the field of domestic RF front-end thin film bulk acoustic wave RF chip and has a broad market prospect. Of course, this acquisition has also attracted the popularity of the market.

Since Jing Weihui announced its investment in Tianjin North in July 2020, the stock price has been on a roller coaster, starting from about 7 yuan and soaring to a high of 20.87 yuan in just over a month. With the rise in stock prices, Jingwei Huaikai shareholders quickly pledge or cash out. On August 19, 2020, Tibet Qingya Venture Capital Partnership (Jingwei Huaikai three-person shareholding platform) pledged 16.55 million shares to Nanchang High-tech Real Estate Investment Co., Ltd., with a total pledge price of 149.96 million yuan. On September 8, 2020, Jingwei Huikai shareholder Zhangjiagang Free Trade Zone Fengrui Jiahua Enterprise Management Co., Ltd. (holding 7.7567% equity) and Hunan Tianyi Group Co., Ltd. (holding Jingwei Huikai 5.3792% equity) launched a top-case reduction plan to reduce their 3% stake in the company within three months at the same time.

Although the Shenzhen Stock Exchange issued two letters of concern in response to Jingwei Huikai's equity acquisition in just 10 days, requiring Jingwei Huikai to explain in detail the reasons for the acquisition, the company's supporting resources and capabilities for cross-border acquisitions, etc., but this still does not prevent Jingwei Huikai's share price from soaring after the news was announced. After this battle, Jingwei Huikai was successfully labeled as 5G, chip manufacturing concept, but the acquisition of Tianjin North itself is quietly changing.

According to the announcement, after Tianjin North completed the industrial and commercial change registration of Jingwei Huikai Investment in August 2020, Jingwei Huikai will pay 20 million yuan per month to Tianjin North account until the total investment payment of 123 million yuan is completed. According to Jingwei Huikai lawsuit-related announcement that the remaining 47 million yuan has not been paid, Jingwei Huikai's investment in Tianjin North should have been suspended in November 2020. In an interview with the Financial Associated Press, relevant people in Tianjin North also confirmed this fact.

After November 2020, Jingwei Huikai's acquisition of Tianjin North came to a standstill, but Jingwei Huikai did not disclose any relevant information until April 2021 when Jingwei Huikai received a legal document from the court about Tianjin North Litigation. The information that North Investment has been stalled can only be made public. During this period, on December 19, 2020, the US Department of Commerce listed dozens of Chinese enterprises, including Tianjin North, on the "entity list"; on February 7, 2021, Chen Jianbo, chairman of Jingwei Huaikai, quietly resigned as chairman of Tianjin North (according to Jingwei Huikai announcement, Chen Jianbo served as chairman of Tianjin North, which is a necessary condition for Tianjin North Investment Agreement). In February 2021, the six-month period during which Jingwei Huikai could exercise the priority right to increase capital of 225 million-450 million yuan to Tianjin North has expired. These are all important and effective information reflecting the progress of Jingwei Huaikai's acquisition of Tianjin North, as well as judging the value of Tianjin North's acquisition, while Jingwei Huikai has not released any public information. The reporter checked the stock bar, snowball and other investor platforms and found that during this period, Jingwei Huikai investors are still eagerly looking forward to the good prospect of Tianjin North acquisition and Jingwei Huaikai accelerating its transformation to the semiconductor industry.

On the other hand, in the atmosphere of enthusiastic expectations of external investors, Jingwei Huikai major shareholders accelerated the reduction of holdings, fixed increase and other operations. On December 2, 2020, Furui Investment, which is actually controlled by Chen Jianbo, Chairman of Jingwei Huikai, issued an announcement of its commitment not to reduce its stake in Jingwei Huikai within six months. On the same day, Furui Investment Co., Ltd. and Yongzhou Jieou Commercial Investment Management Co., Ltd. announced that they would clear their positions and reduce their holdings within six months. Then, on December 26, 2020, the non-public offering plan, which is of vital importance to Jingwei Huaikai, was launched, and Jingwei Huikai plans to raise no more than 1.3 billion yuan to build RF module chip R & D and industrialization projects and supplementary liquidity in the company's plant in Xiaozhan Town, Jinnan District, Tianjin, thus further strengthening the company's expectation of transformation to the semiconductor industry.

In the face of Tianjin North acquisition cooperation came to a standstill, Jingwei Huikai major shareholders also quietly made arrangements. On December 25, 2020, the day before Jingwei Huikai announced its non-public offering plan, the company's board of directors approved the establishment of Jingwei Huikai (Shenzhen) Semiconductor Technology Co., Ltd. On February 8, 2021, the day after Chen Jianbo resigned as chairman of Tianjin North, Jingwei Huikai announced the establishment of Nanchang Jingwei Huikai Semiconductor Co., Ltd., a wholly owned subsidiary in Nanchang.

Nanchang Purple secretly Chen Cang Tianjin North re-sued for infringement

On May 7 this year, Tianjin North took Jingwei Huikai, Jingwei Huikai Chairman Chen Jianbo, Nanchang Jingwei Huikai Semiconductor Co., Ltd., Nanchang Ziwei Semiconductor Co., Ltd. (hereinafter referred to as "Nanchang Ziwei"), Nanchang High-tech Real Estate Investment Co., Ltd. (hereinafter referred to as "Nanchang High-tech Real Estate") to court. The defendant was accused of threatening the right to use, intellectual property rights and technical secrets of the plant and equipment of the project located in Nanchang High-tech Industrial Development Zone, and asked the court to order the relevant defendant to stop the infringement immediately. The cooperation dispute between Tianjin North and Jingwei Huikai escalated again and was on the verge of breaking up.

In the indictment, Tianjin North specifically pointed out that in April 2021, Jingwei Huikai issued a "Feasibility Analysis report on the use of raising funds for issuing stocks to specific targets" to raise funds for the "RF module chip R & D and industrialization project" and supplementary liquidity. The project was organized and implemented by Nanchang Jingwei Huikai Semiconductor Company as the main body. The basic information and technical details involved in the project all point to the FBAR chip production line of Tianjin North Nanchang project involved in this case.

Senior executives of Tianjin North stressed to the Financial Associated Press that after 10 years of research and development, Tianjin North has formed four key technology reserves and related complete intellectual property layout based on high-performance interference coupled structure bulk acoustic resonator (Interferencecoupledbulkacousticresonator,ICBAR) technology as the core, high-density three-dimensional filter packaging process, seven-dimensional degree-of-freedom filter design method, and multi-physical field coupling high power design. The company has applied for a total of 350 Chinese invention patents and 140 international PCT patents. These intellectual property rights have been applied and reflected in the company's Nanchang FBAR production line. Since January this year, Nanchang Jingwei Huikai, Nanchang Ziwei, Nanchang High-tech Real Estate and other parties have entered the Nanchang North chip production line and checked the relevant equipment without the knowledge of Tianjin North management. It infringes on the company's intellectual property rights. What is even more surprising is that Jingwei Huikai informed Nanchang North employees at that time that Jingwei Huaikai had reached an agreement with Nanchang High-tech Real Estate and Nanchang High-tech Zone Management Committee to take over and operate Nanchang North production line. Nanchang High-tech Real Estate also proposed to Tianjin North to lift the project cooperation between the two sides, with the intention of selling the two FBAR production lines owned by Nanchang North to Jingwei Huaikai.

"under such circumstances, in February this year, I accompanied Tianjin University and Tianjin Weiner (Note: Tianjin Weiner Manufacturing Technology Co., Ltd., which is 100% owned by Tianjin University. (it is also the largest shareholder holding 20.0963% of Tianjin North) the leader went to Nanchang to communicate and negotiate with the management committee of the high-tech zone, but in Nanchang North, I saw that Chen Jianbo had changed the brand and logo of the enterprise to Nanchang Ziwei." A senior executive in Tianjin North told the Financial Associated Press that it also foreshadowed the prosecution of Chen Jianbo and other parties.

Nanchang purple micro thus surfaced. The company name first appeared in the public information of Jingwei Huaikai and was related to it in the announcement that Jingwei Huikai was sued for infringement by Tianjin North on May 26 this year. However, in Jingwei Huikai's announcement, the name of "Nanchang Ziwei Semiconductor Co., Ltd." was mistakenly written as "Nanchang Ziwei Semiconductor Co., Ltd.". Tianyan data show that Nanchang Ziwei Semiconductor Co., Ltd. does not exist, while Nanchang Ziwei Semiconductor Co., Ltd. was registered on January 11, 2021, and its shareholders are Liu Dongmei and Wang Liang.

Tianjin North insiders pointed out to reporters that Liu Dongmei was Jingwei Huikai who had been sent to Tianjin North to serve as financial director and secretary; Wang Liang was a former employee of Nanchang North Administration Department. Chen Jianbo was responsible for docking with Chen in Nanchang project during Chen Jianbo's tenure as chairman of Tianjin North. "Nanchang Ziwei was set up by Chen Jianbo to take over the Nanchang North Project. He should feel that Jingwei Huaikai is a listed company, so he is considering using Nanchang Ziwei to handle it."

In Nanchang North factory area, the reporter also found the shadow and trace left by Nanchang Ziwei in several prominent places. In the Nanchang North Exhibition Hall, the abbreviations of "North Microsystems" and "Purple Micro Technology" can still be seen, and the audience who does not know the inside information can not help but be confused. Ms. Liu, who is in charge of Nanchang North's reception, sheepishly explained to the reporter: "this was changed by Chen Jianbo when he was chairman, and it hasn't had time to change it all back yet." The name of "Purple Micro Technology" can also be clearly seen in places such as employee entry and exit certificates and product signs. At the gate of Nanchang North, the inscription of Nanchang Ziwei has just been removed and covered with white adhesive tape, but the original handwriting can still be seen clearly.

Tianjin North executives told reporters that at the beginning of Jingwei Huaikai's investment in Tianjin North in July last year, all parties made a clear division of labor. Chen Jianbo was responsible for the docking of local government relations and financing as chairman of Tianjin North. Chen Suqun is responsible for the production and sales of Tianjin North as general manager. It is this division of functions that makes Chen Jianbo convey different voices in his subsequent communication with the Management Committee of Nanchang High-tech Zone and Nanchang High-tech Real Estate. "he told the leaders of Nanchang High-tech Zone that North had financial difficulties and fell into the US 'entity list', so it was very difficult for enterprises to do so." "on the other hand, he seized on the local government's eagerness to make Nanchang North Project profitable and avoid the loss of state-owned assets," the executive told reporters. "Jingwei Huaikai is a listed company, which can raise a lot of money, invigorate the project and give the government the rent of the production line every year, so that the government will be moved."

The above statement reflects the predicament and helplessness of Tianjin North and Nanchang North projects. In 2009, through talent introduction, Tianjin University introduced 29-year-old Pang Wei and 31-year-old Zhang Hao, a scholar studying in the United States, into Tianjin University, and allocated 50 million yuan to build a laboratory to support them in developing FBAR filters. In 2011, Zhang Hao and Pang Wei jointly invested with Tianjin University, Tianjin Micro-Nano Manufacturing Technology Co., Ltd., Tianjin Economic Development area to establish North (Tianjin) Microsystems Co., Ltd., engaged in the R & D and manufacture of FBAR filters, Tianjin North became the earliest IDM enterprise in China to build a self-built factory to produce FBAR filters. In 2014, at the beginning of the global FBAR market, Tianjin North has built its own factory to mass produce the first generation of products. In May 2015, Zhang Hao, then an engineering professor at Tianjin University, was subjected to "fishing law enforcement". When he entered the customs at Los Angeles International Airport, he was arrested by US judicial authorities and charged with stealing trade secrets. Zhang Hao and Tianjin North became the focus of public opinion at home and abroad.

Under the pressure of early production line construction and foreign intellectual property litigation, in order to seek financial support for follow-up development, Tianjin North signed a relevant project cooperation agreement with Nanchang High-tech Management Committee and Nanchang High-tech Real Estate in 2017, agreeing that Nanchang High-tech Management Committee and Nanchang High-tech Real Estate shall build factories, auxiliary rooms and office buildings in accordance with the requirements of Tianjin North, and that North will be responsible for the installation and commissioning of 6-inch FBAR chip production equipment. At the same time, since December 2019, all the plant, facilities and equipment of the project will be used by Nanchang North for a period of 5 years.

The reporter learned from various interviews in Nanchang that according to the information on major projects announced by the Nanchang municipal government, the actual project expenditure of the Nanchang North Project reached 900 million yuan by the end of 2019, plus the connection fees paid to Tianjin North. Even without taking into account the unsettled project and equipment payments, the Nanchang government's investment in the North project has exceeded 1 billion yuan. On the other hand, although Nanchang North started the production of process equipment in June 2020, the project is far from profitable. After more than four years of continuous investment, the management committee of Nanchang High-tech Zone is losing patience.

Up to now, Nanchang North still fails to pay more than 1000 million yuan in water and electricity fees from the management committee of Nanchang High-tech Zone, and Nanchang High-tech Real Estate, as the project contractor, has completed most of the plant and equipment investment, but there is still part of the equipment that has not been paid at present, thus affecting the commissioning and commissioning of some production lines of Nanchang North.

The relevant person in charge of Nanchang North told reporters that in February this year, the performance and reliability of Nanchang North closed test products met the requirements, and the production line met the conditions for mass production of the first product. At present, the yield of the product has reached about 94%, and has formed part of the chip production capacity. At the present stage, Nanchang North is scheduled to be put into production, and it is hoped that it will reach 4000 pieces / month by the end of the year, when the enterprise can make a profit. However, the key depends on whether North and the high-tech zone can reach an agreement through consultation to solve all kinds of problems restricting the production and operation of enterprises.

The wrestling situation of all parties is not yet clear. There is still no sign of the business direction of the radio front-end of Jingwei Huihui.

On such issues as whether Jingwei Huikai will take over the Nanchang North production Line and has reached an agreement with the Management Committee of Nanchang High-tech Zone, the actual progress of Jingwei Huikai's non-public offering project in Nanchang, and the relationship between Jingwei Huikai and Nanchang Ziwei, the reporter has contacted Jingwei Huikai several times and the relevant departments of the company have not received a response. People involved in the company said: "I do not answer all questions", in order to keep quiet. In the Nanchang High-tech Zone Management Committee, the reporter successively contacted the propaganda Department of the Nanchang High-tech Zone Management Committee, the China Merchants Bureau, Nanchang High-tech Real Estate, and other parties involved through interview letters, on-the-spot interviews, and other parties involved, but after several days of discussion and consideration, the relevant departments still politely declined the reporter's interview. A person from the propaganda Department of the Management Committee of Nanchang High-tech Zone told reporters: "the cooperation of some projects involves trade secrets." For information about Jingwei Huaikai, please refer to the information disclosure of listed companies. "

Jingwei Feikai's marriage with Tianjin North's semiconductor industry and Jingwei Huihui's plans for a private offering into the RF front-end module industry seem to have reached an impasse.

First of all, Tianjin North and Jingwei Huaikai seem to have a difficult relationship. Tianjin North executives said in an interview with reporters that Tianjin North is bound to take the road of independent listing, "Jingwei Hui opened shares and increased for its own consideration, not out of the development of North." At the level of capital and policy, Tianjin North is getting strong support from the government, and the demand for attracting investment is reduced. The executive said that Tianjin North shareholders had previously borrowed 300 million yuan from Nanchang Hi-tech property and was guaranteed by Tianjin North. At present, the debt has been paid off, about half of which is supported by convertible debt financing of Tianjin Haihe Industrial Fund. Tianjin University also made it clear that Tianjin North is a key project supported by national scientific research funds, and Tianjin University will increase support and maintain control. Another legal professional pointed out that because Jingwei Huikai's investment in Tianjin North has exceeded the time limit stipulated in the agreement, which constitutes an actual breach of contract, Tianjin North may also propose the termination of the investment contract between the two sides on this basis.

Secondly, the departure or retention of Nanchang North Project is the most touching, but considering various factors, it may be difficult to have an unexpected situation. The reporter successively visited the relevant production lines of Tianjin North and Nanchang North, and consulted the relevant patent application and reserve materials of Tianjin North. Tianjin North's patent reserve is relatively perfect. Tianjin North related technology director told reporters, "even if competitors copy the same production line, or get the original production line of North, but because intellectual property rights and patents belong to North, we can still make it impossible to start work." On the other hand, according to the cooperation agreement between Nanchang North and Nanchang High-tech Zone Management Committee and Nanchang High-tech Real Estate, the property right of the project belongs to Nanchang High-tech Real Estate, and the right of use belongs to Nanchang North within five years (after expiration, Nanchang North has the right to give priority to buyback), which is still in the validity period of the agreement. Coupled with the previous 300 million yuan loan dispute has been resolved, Nanchang and Tianjin North to rescind the agreement, their own disposal of Nanchang North related assets is less feasible and possible.

At present, there is no sign of Jingwei Huaikai changing the fixed increase scheme and the newly proposed Nanchang RF front-end module project. Some investors pointed out that Jingwei Huaikai changed the fund-raising plan and changed the implementation of the RF front-end module project from Tianjin to Nanchang, which is expected to be supported by Tianjin North Nanchang project and coordinated development. At present, under the circumstances that the relationship between the two sides has broken down and the Nanchang North Project is also difficult to obtain, Jingwei Huaikai relies on its own resources and technical reserves to build the above-mentioned projects, which is very difficult.

The reporter successively visited Nanchang Jingwei Huikai Semiconductor Co., Ltd. and Nanchang Ziwei Semiconductor Co., Ltd., and came to the scene according to their industrial and commercial registration address. It was found that the two companies were registered in a commercial and residential building under Nanchang High-tech Real Estate, and their registered rooms 305 and 306 were currently personal dormitories with no staff working. The reporter consulted Nanchang high-tech real estate and other relevant parties in the interview, and the other side also said that they did not know the information about Jingwei Huaikai's new semiconductor project in Nanchang.

Industry professionals told reporters that the so-called RF front-end modules generally include antenna switches, multiplexers, filters, power amplifiers, low-noise amplifiers and other devices. From the situation of A-share companies in the same business field, the RF front-end module products of 300782.SZ and 300136.SZ all contribute most of their revenue, of which Zhuosheng Micro mainly focuses on switches. The communication of information and maintenance is mainly composed of radio frequency components. At the same time, in addition to RF components, 300319.SZ 's main products include magnetic components and LCM display modules and other products, the business structure is more complicated.

Professionals also pointed out that the filter is not only the largest business sector in the RF front-end market, but also the most challenging module in the RF front-end. At present, the manufacturing processes of most of the RF front-end devices are gradually mature, such as GaAs,LNA used by PA and RF SoI used by RF switches, and the integration of the whole RF front-end is getting higher and higher. However, the design and manufacture of the filter is still very difficult, which becomes the short board to improve the integration of the whole RF front-end module. In the future, the highly integrated RF front-end is an inevitable development direction. Highly integrated RF front-end modules can achieve lower cost, higher performance, and the most important thing is to provide turn-key solutions to system integrators. Therefore, whoever develops fastest in the manufacture and integration of filters will become the leader of the RF front-end module market.

In the non-public offering plan launched by Jingwei Huikai twice, the business description is generally summarized as "RF module chip research and development and industrialization project", and the specific products and business directions are not disclosed. Considering the previous business structure of liquid crystal display devices and touch modules, electromagnetic wires and reactors, the company's own technical reserve on the RF front end is relatively small. The secretary of the company also said on the investor interaction platform that the introduction of corresponding talents in the company has been launched, and the members of the relevant professional team are mainly from South Korea, Taiwan and other places. The company does not rule out the possibility of further equity investment or mergers and acquisitions in other front-end RF module core components enterprises in the future.

Just today, Jingwei Huikai announced that its subsidiary Jingwei Huikai (Shenzhen) Semiconductor Technology Co., Ltd. (hereinafter referred to as "Shenzhen Semiconductor") intends to carry out business related to semiconductor materials. To this end, Jingwei Huikai and Shenzhen Semiconductor signed a "maximum guarantee contract" with Xiamen Jianyida Co., Ltd. (hereinafter referred to as "Jianyida"). Jingwei Huaikai intends to guarantee the debt arising from the transaction between Shenzhen Semiconductor and Jianyida, and the maximum amount of debt guaranteed is limited to RMB 30 million. Analysts pointed out that Xiamen Jianyida, as a supply chain company under Xiamen State-owned assets Supervision and Administration Commission, this guarantee cooperation is essentially a financing behavior, and it is still difficult to see the specific business direction of Jingwei Hui in the semiconductor industry.

According to the reporter's understanding, the tort litigation of Tianjin North and Jingwei Huikai and Nanchang High-tech Zone is still in progress. The parties involved in Nanchang High-tech Zone have raised a jurisdiction objection to the Tianjin Municipal Court, which is currently awaiting court review, and the trial originally scheduled for the middle and second half of this month has been postponed.