聪链 Intchains｜美国IPO市场.更新招股书 20230303

Ryanben Capital 港澳IPO上市 2024-02-17

2023年3月3日，来自上海的上海聪链信息科技有限公司的实质控股公司Intchains Group Limited（以下简称“聪链”）在美国证监会(SEC)提交更新后的招股书，拟于美国纳斯达克上市，股票代码为“ICG”。其于2022年1月18日在SEC秘密递表。

聪链，拟以每股7至9美元发行125万份ADR(每份ADR代表2股普通股)，募资或达1,125万美元。

聪链招股书链接：

https://www.sec.gov/Archives/edgar/data/1895597/000119312523060003/d204090df1a.htm

主要业务

聪链，作为一家为区块链应用提供高性能计算ASIC芯片和配套软硬件的综合解决方案提供商，主要利用无晶圆厂的商业模式，专注于 IC 设计的前端和后端，与领先的代工厂建立了强大的供应链管理。

聪链的产品包括具有高计算能力和超强能效的高性能ASIC芯片以及配套的软硬件，以满足区块链行业不断发展的需求。公司已经建立了一个名为“Xihe”平台的专有技术平台，这使公司能够开发出各种具有高效率和可扩展性的 ASIC 芯片。公司在内部设计ASIC芯片，这使我们能够利用专有的硅数据来提供反映领先于竞争对手的最新技术发展的产品。截至2022年9月30日，公司使用“Xihe”平台完成了 8次 22纳闷ASIC芯片的流片，所有流片成功率达到 100%。

股东架构

招股书显示，聪链在上市前的股东架构中，主要股东包括：

丁强，所控制的股权高达40.61%；

其通过100%控股的Intchain DQ Asset Holding Limited持股22.07%、通过100%控股的DQ BVI拥有Intchains CHX1 Limited、Intchains CHX2 Limited；

Intchains CHX1 Limited，持股10.63%；(Intchains CHX1的股东持股如下：DQ BVI持股58.68%，Dasui Wang持股5.21%，Zhengjie Sun持股5.21%，Yiming Luo持股5.21%，Haixu Fu持股4.51%，Bei Zhou持股4.51%，Lihong Zhou持股4.17%，Wei Sun持股4.17%，Feiyun Dong持股1.74%，Yuchen Yu持股2.78%，Zheng’an Wu持股1.04%，Fei Sun and持股1.39%，Jinrong Kang持股1.39%)

Intchains CHX2 Limited，持股 5.37%；(Intchains CHX2，由DQ BVI持股100%)

盛超华，通过Intchains SCH Holding Limited，持股14.71%；

Mr. Zhaoyang Ma，通过Golden Stone Capital Limited，持股15.00%；

Weimin Zhou，通过Intchains ZWM Holding Limited，持股6.54%；

Feng Yang，通过Yangfeng 888 Holding Limited，持股7.03%；

Jieqiong Lyu，通过MAOCITY Holding limited，持股5.62%。

公司架构

招股书显示，聪链的架构如下：

管理层

招股书显示，聪链的管理层如下：

Mr. Qiang Ding, has been serving as our chairman of the board of directors and chief executive officer since our inception. Mr. Ding has more than 16 years of experience in the IC design industry and is responsible for our overall strategic development and operation. Before founding the Group, Mr. Ding was a software engineer at Shanghai Jade Microelectronics Co., Ltd. from April 2005 to July 2006. He was then a senior engineer at Freescale Shanghai Co., Ltd. from July 2006 to August 2009. Mr. Ding served as the director of research and development and deputy general manager at Shanghai InfoTM Microelectronics Co., Ltd. from September 2009 to January 2018. He obtained a master’s degree in computer engineering from Fudan University in 2005.

Mr. Chaohua Sheng, has been serving as our chief executive officer since our inception and our director since December 2021. He has more than 16 years of experience in the IC design industry and is responsible for overall management of research and development. Before founding the Group, he served as the chief technology officer at Shanghai Freqchip Microelectronics Co., Ltd. from January 2014 to February 2018. He was a research and development manager at OmniVision Technologies Co., Ltd. from July 2010 to April 2013. Mr. Sheng was a research and development manager at Shanghai Accel Semiconductor Co., Ltd. from June 2005 to July 2010. He obtained a bachelor’s degree from Fudan University in 2002 and a master’s degree in computer architecture from Fudan University in 2005.

Mr. Conway Kong-Wai Lee will serve as our independent director starting from the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Lee has over 30 years of experience in public accounting and auditing, corporate finance, merger and acquisition and initial public offerings. He has extensive experience in U.S. GAAP and International Financial Reporting Standards from performing audit work in connection with initial public offerings in the U.S. by China-based companies. Mr. Lee served as a partner of Ernst & Young for 29 years from September 1980 to September 2009. He was a non-executive director and the deputy chairman of China Environmental Technology and Bioenergy Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1237) from July 2014 to September 2015. Mr. Lee has been serving as an independent non-executive director of several companies listed on the Hong Kong Stock Exchange, including Chaowei Power Holdings Limited (stock code: 0951) since June 2010, West China Cement Limited (stock code: 2233) since July 2010, China Modern Dairy Holdings Limited (stock code: 1117) since October 2010, Gome Electrical Appliances Holdings Limited (stock code: 0493) since March 2011, NVC Lighting Holding Limited (stock code: 2222) since November 2012, Yashili International Holdings Limited (stock code: 1230) since November 2013, GCL New Energy Holdings Limited (stock code: 0451) since May 2014, WH Group Limited (stock code: 0288) since August 2014 and Guotai Junan Securities Company Limited (stock code: 2611), a company also listed on the Shanghai Stock Exchange (stock code: 601211) since October 2016. Mr. Lee served as an independent non-executive director of several companies listed on the Hong Kong Stock Exchange, including CITIC Securities Company Limited (stock code: 6030), a company also listed on the Shanghai Stock Exchange (stock code: 600030), from August 2011 to May 2016, Tibet Water Resources Holdings Ltd. (stock code: 1115) from July 2011 to February 2020, and China Rundong Auto Group Limited (stock code: 1365) from August 2014 to December 2020.

Mr. Lee received a bachelor’s degree in arts from the Kingston Polytechnic (currently known as the Kingston University) in London in July 1980 and further obtained his postgraduate diploma in business from the Curtin University of Technology in Australia in February 1988. Mr. Lee has been a member of several institutes of certified accountants, including the Institute of Chartered Accountants in England and Wales since October 2007, the Chartered Accountants Australia and New Zealand since December 1996, the Association of Chartered Certified Accountants since September 1983, the Hong Kong Institute of Certified Public Accountants since March 1984 and the Macau Society of Registered Accountants since July 1995.

Dr. Qingyang Gu will serve as our independent director starting from the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. He has over 30 years of experience in economics and public policy. Dr. Gu has been an associate professor of the Lee Kuan Yew School of Public Policy of the National University of Singapore since August 2009, where he conducts lectures on the Chinese economy, economics of the public sector and urban development. He was an Assistant Professor at the Nanyang Technological University of Singapore from July 2001 to July 2009, where he taught mathematical economics, microeconomics and macroeconomics and cost-benefit analysis and undertook research work relating to the Chinese economy, econometric modelling, reform of state-owned enterprises and international trade and finance. He carried out research on the Chinese economy, Singapore public policy and urban development from June 1997 to July 2001 as a research officer in the East Asian Institute of the National University of Singapore. He has been the chairman of Nominating and Remuneration Committee and an independent director of the Sasseur Asset Management Pte Ltd, a real estate investment trust listed on the Singapore Exchange (SGX:CRPU) since November 2017. He has been serving as an independent director of PCI-Suntek Technology Co Ltd, a company listed on the Shanghai Stock Exchange (stock code: 600728), since July 2019.

Dr. Gu obtained his bachelor degree in mathematics from Human Normal University in 1982, his master degree in economics of eduction from Peking University 1988 and his PhD in economics from Nanyang Technological University in 2002.

Dr. Weiping Ma will serve as our independent director starting from the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. He has over 30 years of management and technical experience in the building materials industry in both the United States of America and China. Dr. Ma has been serving as an executive director and the chief executive officer of West China Cement Limited, a company listed on the Hong Kong Stock Exchange (stock code: 2233), since February 2015. Dr. Ma served as senior process engineer and held several management positions for Holcim in Michigan, United States from 1996 to 2002. He served as vice president of marketing and sales for Lafarge (China) in Beijing from 2002 to 2005 and served in a similar position for Lafarge Shuion Cement from 2005 to 2008. Dr. Ma served as general manager and vice president for Lafarge A&C in China from 2008 to 2009. He was the managing director of Fuping Cement, a company wholly owned by Italcementi Group, from 2009 to 2012. Dr. Ma was the Chief Representative and Country Manager in China for the Italcementi Group from 2009 to 2014.

Dr. Ma received a bachelor’s degree in Inorganic and Non-Metallic Materials from Tongji University in 1982, a master’s degree in Solid State Science and a Ph.D in Materials from Pennsylvania State University in 1991 and 1994, respectively. Dr. Ma also obtained a Master of Business Administration in Integration Management from Michigan State University in 2002.

Mr. Chaowei Yan, has been serving as our chief financial officer since December 2021. Mr. Yan has more than nine years of experience in accounting and finance and is responsible for overseeing our financial matters. Prior to joining us in May 2021, Mr. Yan served as an audit manager at Ernst & Young Hua Ming LLP Shanghai Branch from October 2014 to May 2021. He served as an auditor at KPMG Huazhen LLP from 2012 to 2014. Mr. Yan has been a member of The Chinese Institute of Certified Public Accountants since 2015. He obtained a master’s degree in strategic management from Shanghai International Studies University in 2012.

公司业绩

招股书显示，在过去的2019年、2020年、2021年和2022年前九个月，聪链的收入分别为 0.36亿、0.55亿、6.32亿和4.40亿元人民币，相应的净利润分别为 -295.0万、824.7万、4.50亿和3.43亿元人民币。

中介机构