Group 1 - The company plans to issue convertible bonds and pay cash to acquire 100% equity of Shanghai Jishun Technology Co., Ltd. and 17.15% equity of Shanghai Shunlei Technology Co., Ltd., with a total transaction price tentatively set at 402.6 million yuan [10][19][21] - The transaction is expected to enhance the company's capabilities in the power semiconductor sector, providing a comprehensive range of circuit protection solutions and improving product offerings [20][21] - The company aims to leverage the acquired company's established customer base in various sectors, including automotive electronics and industrial applications, to expand its market presence [21][22] Group 2 - The company will raise no more than 50 million yuan in supporting funds, which will be used for part of the cash payment for the transaction and related fees [16][18] - The transaction is anticipated to constitute a major asset restructuring, meeting the standards set by the restructuring management measures [19][28] - The company has received preliminary approval from its board of directors and supervisory board, but the transaction still requires further approvals from shareholders and regulatory bodies [22][23]

Core Viewpoint - The company plans to issue convertible bonds and pay cash to acquire 100% equity of Shanghai Jishun Technology Co., Ltd. and 17.15% equity of Shanghai Shunlei Technology Co., Ltd., aiming to enhance its asset control and operational capabilities [1][2][3]. Meeting Details - The second session of the 18th Supervisory Board meeting was held on August 3, 2025, via communication, with all three supervisors present, confirming the legality and validity of the meeting [1][2]. Transaction Overview - The company intends to issue convertible bonds and pay cash to acquire 100% of Jishun Technology and 17.15% of Shunlei Technology, thereby achieving 100% control over Shunlei Technology [2][3]. - The transaction's base date is set for June 30, 2025, with a preliminary transaction price of 402.6 million yuan [3][4]. Funding and Financial Details - The company plans to raise up to 50 million yuan in matching funds, not exceeding 100% of the transaction price, with the issuance of shares limited to 30% of the total share capital before the transaction [4][5]. - The convertible bonds will have a face value of 100 yuan each, with an initial conversion price set at 42.79 yuan per share [5][6]. Approval and Compliance - The Supervisory Board unanimously approved the transaction, which will be submitted for shareholder meeting approval [2][17]. - The transaction is expected to constitute a significant asset restructuring but will not result in a change of control for the company [18][19]. Regulatory Compliance - The transaction complies with various regulations, including the Company Law, Securities Law, and relevant asset restructuring management measures [20][21]. - The company has confirmed that the transaction does not involve related party transactions and that all parties are independent [19][21]. Risk Management and Performance Guarantees - The transaction includes performance guarantees, with specific conditions for the release of lock-up periods for the convertible bonds based on performance metrics [10][11]. - The company has established measures to ensure compliance with confidentiality and legal procedures throughout the transaction process [27][28].

Core Viewpoint - Shanghai Xindao Electronic Technology Co., Ltd. plans to issue convertible bonds and pay cash to acquire 100% equity of Shanghai Jishun Technology Co., Ltd. and 17.15% equity of Shanghai Shunlei Technology Co., Ltd. from specific shareholders, along with raising matching funds for this transaction [1][2] Group 1 - The company has passed resolutions related to the issuance of convertible bonds and cash payment for asset acquisition in its 18th meeting [1] - The transaction requires approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission, and the audit and evaluation of the target assets are not yet completed [2] - The company has decided to postpone the shareholders' meeting to review the transaction until the relevant audit and evaluation work is completed [2]

Group 1 - The company plans to issue convertible bonds and pay cash to acquire assets, raising supporting funds not exceeding 50 million yuan, which is 100% of the transaction price of the target assets [11][16][18] - The transaction involves acquiring 100% equity of Shanghai Jishun Technology Co., Ltd. and 17.15% equity of Shanghai Shunlei Technology Co., Ltd., with a preliminary transaction price set at 402.6 million yuan [11][20][24] - The transaction is expected to constitute a major asset restructuring, meeting the standards set by the relevant regulatory guidelines [20][24] Group 2 - The target companies, Shunlei Technology and Jishun Technology, operate in the power semiconductor industry, which aligns with the company's existing business [21][22] - The acquisition is anticipated to enhance the company's product offerings and market presence, particularly in automotive electronics and security instrumentation [22][24] - The transaction is expected to create synergies in technology and market access, improving the company's competitive edge in the power semiconductor sector [21][22][24] Group 3 - The company has received preliminary approval from its board and supervisory committee for the transaction, but it still requires further approvals from shareholders and regulatory bodies [20][24][25] - The controlling shareholder and actual controller have expressed support for the transaction, indicating it is fair and beneficial for the company's future development [25][27] - The company will ensure strict compliance with information disclosure regulations throughout the transaction process to protect the rights of minority investors [27][28]

上海芯导电子科技股份有限公司（以下简称"公司"）拟发行可转换公司债 券及支付现金购买盛锋、李晖、黄松、王青松合计持有的上海吉瞬科技有限公司 （以下简称"吉瞬科技"）100%的股权以及盛锋、李晖、黄松、王青松、瞬雷优 才（深圳）投资合伙企业（有限合伙）合计持有的上海瞬雷科技有限公司（以下 简称"瞬雷科技"）17.15%的股权并募集配套资金（以下简称"本次交易"）。本 次交易完成后，公司将直接/间接持有吉瞬科技和瞬雷科技 100%的股权。 十八次会议，审议通过了《关于公司发行可转换公司债券及支付现金购买资产并 募集配套资金方案的议案》等与本次交易相关的议案，具体内容详见公司同日于 上海证券交易所网站披露的相关公告。 证券代码：688230 证券简称：芯导科技 公告编号：2025-018 上海芯导电子科技股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 鉴于本次交易的相关审计、评估等工作尚未完成，公司董事会决定暂不召开 股东大会审议本次交易相关事项。待本次交易相关的审计、评估等工作完成后， 公司将再次召开董事会对本 ...

Group 1 - The core point of the article is that Xindao Technology (688230) announced a major asset restructuring plan to acquire 100% equity of Jishun Technology and 17.15% equity of Shunlei Technology for a total transaction price of 403 million yuan [1][3] - The restructuring involves issuing convertible bonds and cash payments to various stakeholders including Shengfeng, Li Hui, Huang Song, Wang Qingsong, and Shunlei Youcai (Shenzhen) Investment Partnership [3] - The acquisition will allow Xindao Technology to gain complete control over Shunlei Technology, which specializes in the research, production, and sales of power semiconductor devices [3] Group 2 - The strategic significance of the acquisition lies in the high business synergy between Xindao Technology and the target companies, both of which operate in the power semiconductor sector [4] - Shunlei Technology has a comprehensive product layout with hundreds of product models, providing a full range of circuit protection solutions, which will complement Xindao Technology's product lines [4] - The acquisition will enable Xindao Technology to leverage Shunlei Technology's customer resources to enter various application fields such as automotive electronics, security instruments, and industrial markets [4]

Group 1 - The company plans to issue convertible bonds and pay cash to acquire 100% equity of Jishun Technology and 17.15% equity of Shunlei Technology, aiming for full control of Shunlei Technology [2][4] - The transaction price is tentatively set at 402.6 million yuan, with cash consideration of 126.54 million yuan and convertible bond consideration of 276.06 million yuan [3][4] - The company intends to raise up to 50 million yuan in supporting funds, which will be used for part of the cash consideration and intermediary fees related to the transaction [4] Group 2 - The target company, Shunlei Technology, specializes in the research, production, and sales of power devices, while Jishun Technology holds 82.85% of Shunlei Technology's shares [5] - The company reported a revenue of approximately 353 million yuan in 2024, a year-on-year increase of 10.15%, and a net profit of about 112 million yuan, up 15.7% [7] - The target company and the listed company both operate in the power semiconductor sector, providing a high degree of business synergy [8]

Core Viewpoint - Chip导科技 plans to acquire 100% equity of Jishun Technology and 17.15% equity of Shunlei Technology for a total of 403 million yuan, aiming to achieve 100% control over Shunlei Technology, which is expected to constitute a major asset restructuring [1][4]. Group 1: Acquisition Details - The acquisition involves issuing convertible bonds and cash payments to several stakeholders [4]. - Jishun Technology holds 82.85% of Shunlei Technology's shares, making it the primary holding entity [4]. - The transaction price is set at 403 million yuan, and it is anticipated to significantly enhance the company's position in the power semiconductor sector [1][4]. Group 2: Business Synergies - The acquisition will allow Chip导科技 to leverage Shunlei Technology's customer resources to enter various fields such as automotive electronics, security instruments, and industrial applications [5]. - Shunlei Technology specializes in the research, production, and sales of power devices, including TVS, ESD protection devices, MOSFETs, and Schottky diodes [4]. - The transaction is expected to create significant market synergies, enhancing both companies' market presence in the consumer electronics sector [4][5]. Group 3: Financial Commitments - The transferor has committed to achieving audited net profits of no less than 35 million yuan, 36.5 million yuan, and 40 million yuan for the years 2025, 2026, and 2027, respectively [5]. Group 4: Industry Context - Since 2024, there has been a trend of increasing mergers and acquisitions in the semiconductor sector, supported by government policies aimed at promoting industry consolidation and upgrading [7]. - The number of major asset restructurings in the A-share market has seen a significant increase, with nearly 200 cases reported from September 2024 to June 2025, marking a year-on-year growth of 172% [7].

Group 1 - The core point of the article is that Xindao Technology (688230) has disclosed a major asset restructuring plan to acquire 100% control of Shunlei Technology, enhancing its position in the power semiconductor sector [1][3]. - The restructuring involves issuing convertible bonds and cash payments to acquire 100% equity of Jishun Technology and 17.15% equity of Shunlei Technology, with a preliminary transaction price set at 403 million yuan [3]. - The transaction is expected to meet the standards for a major asset restructuring, and it does not constitute a related party transaction or a restructuring listing [3]. Group 2 - Shunlei Technology's main products include automotive-grade and industrial-grade power semiconductor products, covering TVS, ESD protection devices, MOSFETs, and Schottky diodes [5]. - In 2024, Shunlei Technology is projected to achieve revenue of 217 million yuan and a net profit of 38.79 million yuan, both showing growth compared to the previous year [5]. - The asset seller has committed to achieving net profits of no less than 35 million yuan, 36.5 million yuan, and 40 million yuan for the years 2025, 2026, and 2027, respectively [5].

Core Viewpoint - The article discusses the recent acquisition activities in the semiconductor sector, highlighting the significant merger and acquisition (M&A) case of Chipway Technology acquiring Shunlei Technology and Jishun Technology, which is expected to enhance its position in the power semiconductor market [1][2][3]. Group 1: Acquisition Details - Chipway Technology plans to acquire 100% of Jishun Technology and 17.15% of Shunlei Technology for a total of 403 million yuan, aiming for full control over Shunlei Technology [2][3]. - The acquisition is characterized as a major asset restructuring, which is anticipated to strengthen Chipway's existing business in power semiconductors [1][2]. Group 2: Business Synergies - Shunlei Technology specializes in the research, production, and sales of power devices, including TVS, ESD protection devices, MOSFETs, and Schottky diodes, establishing a solid customer base across various sectors [3]. - The acquisition is expected to create market synergies, allowing Chipway to leverage Shunlei's customer resources to enter automotive electronics, security instruments, and other fields, while Shunlei can benefit from Chipway's market channels [3]. Group 3: Performance Commitments - The sellers have committed to achieving audited net profits of no less than 35 million yuan, 36.5 million yuan, and 40 million yuan for the years 2025, 2026, and 2027, respectively [3]. Group 4: Industry Trends - Since 2024, there has been a notable increase in M&A activities in the semiconductor sector, with nearly 200 major asset restructurings reported from September 2024 to June 2025, reflecting a year-on-year increase of 172% [4][5]. - The Chinese government has been actively promoting M&A and restructuring in the semiconductor industry to facilitate industry consolidation and technological advancement [4].