On August 8 2019, Jingchen Semiconductor (Shanghai) Co., Ltd. (Stock Code: 688099; hereinafter referred to as “Jingchen”, or the “Company” or “Issuer”) conducted an IPO on the SSE Star Market. Jingchen is the first company approved to be listed on the SSE Star Market and JunHe represented the Issuer in the transaction.
Jingchen originated in Silicon Valley, US, and engages in the R&D, design and marketing of multimedia intelligent terminal SoC chips. Its products are mainly used in intelligent STBs, smart TVs and AI audio and video terminals.. Jingchen has already established a presence in mainland China, Hong Kong, United States, Europe and other major economic regions around the world. It has a pool of world-renowned clients in China and abroad, such as Google, Amazon, Millet, Alibaba, Baidu, Haier, TCL, Skyworth and ZTE. It has many years of experience in the R&D of audio and video chips and expertise in core technologies. The company relies on the 12nm state-of-the-art fabrication process to manufacture SoC core chips for UHDV, all-format-inclusive audio processing chips, encoding and decoding chips, and other products. It has proven outstanding technological innovation capabilities and has become a leading company in its industry for the superb technical quality and reliable performance of its products and for its market coverage. It is an IC designer that has not only played a leading role in China but has expanded its presence world-wide..
In the IPO, Jingchen issued 41,120,000 Series A shares at a price of RMB 38.50 per share. The IPO was conducted by a combination of: (i) private placement offerings to strategic investors, (ii) offering shares to eligible investors offline, and (iii) offering shares to the public online. The Company raised RMB 1,583,000,000 in total through the IPO.
Since 2015, JunHe has provided legal services for the Company and has participated in the restructuring, fund raising, compliance review, IPO and all other processes in relation to the transaction. With JunHe’s assistance, the Issuer successfully completed the process, which included the restructuring of its onshore and offshore ownership structure and business, the novation of foreign investors’ shareholdings in the offshore entity to the onshore entity, the inspection of the offshore entity and the development of the offshore entity. Other formalities included assisting in shareholding reforms, employee stock incentive plan-related matters, and issues in relation to its state-owned shareholder’s logos. JunHe’s efficiency, precision and professionalism impressed the Company and the other intermediaries.
There were many challenges in this IPO, particularly with respect to the following: (1) Jingchen is the first company approved to be listed on the SSE Star Market. The IPO was conducted in the absence of any precedent in respect to the SSE Star Market and therefore there were no pre -existing SSE Star Market rules to follow. JunHe maintained efficient communication and collaborated with the Company and other intermediaries during the transaction. It fully considered the SSE Star Market-compatible features of the Company and the other conditions of listing a company on the SSE Star Market. JunHe prepared the IPO plan, the IPO filing documents and all other applicable legal documents promptly and assisted the Company in completing the IPO process quickly and efficiently. Finally, with JunHe’s assistance, Jingchen became the first company approved to be listed on the SSE Star Market, and (2) The onshore and offshore restructuring process was complicated. Dissimilar to other red chip private companies, the Issuer has a developed presence in Silicon Valley, US and around the world. It has many offshore active entities that are registered in different regions globally and it has a complicated development history. Besides, it was intended that there would be a novation of foreign investors’ shareholding in offshore entities to the onshore entity and amendments to the onshore and offshore employee stock ownership plans. In order to deal appropriately with the issues above, JunHe coordinated with 13 foreign law firms.
The leading partner in this project was Mr. TAO, Xudong.