Core Viewpoint - Changchuan Technology has announced a significant fundraising plan of up to 3.132 billion yuan, marking the largest financing record since its listing, but several issues have arisen that require clarification [1] Group 1: Fundraising Details - The proposed fundraising aims to raise no more than 3.132 billion yuan, with 2.192 billion yuan allocated for semiconductor equipment R&D projects, accounting for approximately 70% of the total [1] - The remaining 940 million yuan will be used to supplement working capital, with the issuance targeting no more than 35 investors [1] Group 2: Historical Financing and Dividends - Since its successful listing in April 2017, Changchuan Technology has raised a total of 1.605 billion yuan through direct financing, while cash dividends amount to only 305 million yuan over seven occasions, indicating a reliance on external financing rather than shareholder returns [2] - In 2021, the company raised 37.18 million yuan through a previous fundraising, with the net amount being 36.24584 million yuan, allocated for probe station R&D and working capital [2] Group 3: Project Management Issues - The probe station R&D project from the previous fundraising has faced delays, with the expected completion date pushed back to December 31, 2025, raising concerns about the company's project management and the efficiency of fund utilization [3] Group 4: Shareholding Structure and Control - If the current fundraising is completed at the upper limit, the controlling shareholders' stake will decrease from 28.48% to 18.10%, significantly diluting their control over the company [4] - This dilution may impact the stability of control and governance, potentially leading to challenges in strategic decision-making and operational management [4] - Historical issues with controlling shareholder misconduct highlight the need for improved internal governance and stakeholder relationship management [4]

Core Viewpoint - The company plans to raise funds through a private placement of shares to enhance its core competitiveness and support the development of semiconductor equipment, with a total fundraising target of up to 313,203.05 million RMB [1][2]. Fundraising Plan - The company intends to issue no more than 188,648,115 shares, raising funds primarily for a "semiconductor equipment R&D project" and to supplement working capital [1][2]. - The total investment for the semiconductor equipment R&D project is estimated at 383,958.72 million RMB, with 219,243.05 million RMB expected to come from the raised funds [12]. Background and Purpose of Fundraising - The integrated circuit industry is a strategic and foundational sector for national security and economic development, with significant growth potential driven by domestic and international market demands [2][3]. - National policies strongly support the development of the integrated circuit industry, recognizing it as a key area for enhancing national strategic technological capabilities [3][4]. Market Trends and Opportunities - The semiconductor equipment market is expected to grow significantly, with global semiconductor sales projected to reach 626 billion USD in 2024, a year-on-year increase of 18% [4][11]. - The demand for semiconductor equipment is driven by advancements in AI, automotive electronics, and 5G technologies, which are expanding the market for chips and related equipment [4][11]. Company’s Competitive Position - The company has established a strong technical foundation in integrated circuit testing equipment, with over 50% of its workforce dedicated to R&D [9]. - The company has developed core technologies in testing machines and AOI equipment, positioning itself to meet the growing demand for domestic semiconductor equipment [9][10]. Investment Project Details - The semiconductor equipment R&D project aims to develop testing machines and AOI equipment, enhancing the company's product line and meeting diverse market needs [8][10]. - The project is supported by favorable national policies and the company's existing technical capabilities, ensuring its feasibility and alignment with industry trends [9][10]. Financial Impact - The fundraising will improve the company's financial structure, reduce debt risk, and support ongoing business expansion and R&D efforts [12][13]. - While there may be short-term dilution of earnings per share due to increased share capital, the long-term benefits from the investment projects are expected to enhance overall profitability [14].

Core Viewpoint - The company plans to issue shares to specific investors, which may dilute immediate returns, and has outlined measures to compensate for this dilution while ensuring the protection of minority investors' rights [1][4]. Financial Impact Analysis - The company estimates that the total share capital will increase from 62,514.47 million shares to 81,379.28 million shares post-issuance, with a maximum of 188,648,115 shares to be issued [2][3]. - The total amount of funds raised is projected to be 313,203.05 million yuan [2]. - The company has provided three scenarios for net profit growth in 2025 compared to 2024: no growth, a 15% increase, and a 30% increase, affecting earnings per share and return on equity [3]. Use of Proceeds - The funds raised will be allocated to a semiconductor equipment R&D project and to supplement working capital, which aligns with the company's core business and long-term strategic goals [5][6]. - The semiconductor equipment R&D project aims to enhance product technology depth and support domestic demand, contributing to market share growth and improved financial performance [5]. Measures to Mitigate Dilution - The company has established a management framework for the use of raised funds, ensuring compliance with relevant laws and regulations to enhance fund utilization efficiency [6][7]. - A commitment to maintain shareholder rights and improve governance structures has been made, ensuring that the board acts in the best interests of all shareholders [7][8]. Commitments from Management - The board of directors and senior management have pledged to uphold their responsibilities and ensure the effective implementation of measures to mitigate the impact of share dilution on immediate returns [8][9]. - The controlling shareholders have also committed to maintaining the company's independence and not interfering with its management, ensuring that the interests of minority shareholders are protected [9].