Recently, Foshan Nationstar Optoelectronics Co., Ltd. (stock abbreviation: Nationstar Optoelectronics, stock code: 002449) disclosed a prospectus (application draft) for the issuance of A shares to specific targets. The company plans to issue no more than 35 shares including the controlling shareholder Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as "Foshan Lighting"). Targeted issuance of A-shares to a specific target, with the total amount of funds expected to be raised not exceeding 981.3239 million yuan, focusing on technology upgrades and production capacity expansion in core areas such as ultra-high-definition displays, smart sensing, and vehicle-mounted devices.Supplement working capital to optimize financial structure.
The issuance plan is clear: the controlling shareholder supports the pricing mechanism and is compliant
According to the prospectus, the core elements of this issuance have been clearly implemented. In terms of issuance objects, in addition to holding shares.In addition to the shareholder Foshan Lighting, it also includes securities investment fund management companies, securities companies, insurance institutional investors, qualified foreign institutional investors and other entities that comply with the regulations of the China Securities Regulatory Commission. All issuance objects are subscribed in cash. Among them, Foshan Lighting has committed to a subscription amount of 116 million yuan. It will not participate in market bidding but accept the bidding results. If the inquiry fails, it will subscribe at the lowest issuance price, demonstrating its confidence in the company's development.
In terms of pricing mechanism, the issuance price shall not be lower than 80% of the average trading price of the company's A shares in the 20 trading days before the pricing base date (i.e., the "issuance floor price").If ex-rights and ex-dividend events such as dividend distribution and bonus shares occur during the period, adjustments will be made accordingly. The final price will be determined through negotiation between the company’s board of directors and the sponsor (lead underwriter) based on the bidding results. In terms of issuance quantity, it will not exceed 30% of the total pre-issuance share capital, that is, 185,543,150 shares. The specific number will be determined based on the total amount of funds raised and the final issuance price.
The lock-up period arrangement shows that the shares subscribed by Foshan Lighting cannot be transferred within 18 months from the date of completion of the issuance, and the shares subscribed by other specific objects have a lock-up period of 6 months. Calculated based on the issuance cap and Foshan Lighting’s subscription amount, after the issuance is completed,The shareholding ratio has not exceeded 30%, and the tender offer obligation will not be triggered. The company's controlling shareholder is still Foshan Lighting, and the status of the actual controller Guangdong Guangsheng Holding Group Co., Ltd. remains stable.
Fundraising focuses on the main business: six major directions to consolidate the "three pillars" business structure
Ultra-high-definition display Mini/Micro LED and display module product production and construction project: With an investment of 373.0921 million yuan, it is planned to add Mini/Micro LED, TOP LED and display module production capacity. The project construction period is 24 months. After reaching production, it will further seize the ultra-high-definition display market share. Data shows that in 2024, mainland China Mini/Micro LED display sales reached 1.91 billion yuan and are expected to increase to 2.17 billion yuan in 2025. The industry has significant growth potential.
Optoelectronic sensing and smart health device industrialization construction project: with a total investment of 190.1137 million yuan, focusing on the expansion of production of optocouplers, wearable LEDs and other products to meet downstream needs such as smart home appliances and wearable devices. With the growth of the global wearable device market, China's optoelectronic device output reached 596.70 billion pieces, the project will fully benefit from market expansion after it is put into production.
Smart home display andMini backlight module construction project: Investing 118.1862 million yuan to expand production of Mini backlight modules and thin and light display modules to meet the upgrading wave of smart home appliances. It is expected that China's smart home appliance market will reach 793.8 billion yuan in 2025, and the project will strengthen the company's supply capabilities in the smart home display field.
Intelligent vehicle device and application construction project: with a total investment of 53.5328 million yuan, the company plans to develop vehicle lighting, display devices and other products to seize the trend of new energy vehicle intelligence. Currently, automotive LEDs are developing toward multi-modal integration, and projectsThe after-tax internal rate of return reaches 17.67%, and the economic benefits are considerable.
Nationstar Optoelectronics R&D Laboratory Project: Investing 157.5991 million yuan to build a R&D platform in the fields of Mini/Micro LED, automotive LED applications, etc., and plans to carry out R&D on 9 core topics. By the end of 2024, the company has a total of 842 authorized patents, and its R&D strength will be further enhanced.
Supplementary working capital: Arrange 100 million yuan for daily operations to alleviate cash flow pressure and optimize the asset and liability structure. Estimates show that the company will have a working capital gap of approximately 104 million yuan in the next three years, and this funding will effectively fill the need.
Industry opportunities and technological accumulation provide sufficient confidence for development
This private placement is a key layout for Nationstar Optoelectronics to seize industry opportunities. At the policy level, the Ministry of Industry and Information Technology and other departments have issued the "5G Scale-up".Apply policies such as the "Sail" Action Upgrade Plan" and "Guangdong Province Action Plan to Cultivate and Develop Future Electronic Information Industry Clusters" to clearly support the development of Mini/Micro LED, smart sensing, vehicle audio-visual and other fields, and provide a good policy environment for project implementation.
At the market level, China's LED industry is recovering steadily. The overall market size is expected to reach 718.5 billion yuan in 2025, of which the packaging market size will increase to 90 billion yuan. The company has been deeply involved in the LED industry for more than 50 years, and its R&D investment in 2024 will reach 19,085.160,000 yuan, accounting for 5.50% of revenue. It has 14 R&D platforms at or above the provincial level, including the National and Local Joint Engineering Laboratory for Semiconductor Lighting Materials and Devices. It maintains in-depth cooperation with leading companies such as Unilumin Technology and Hikvision, and has significant technological and customer advantages.
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