Group 1 - The company plans to acquire a 94.366% stake in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. from 11 counterparties through a combination of issuing shares and cash payments [1] - The company intends to raise supporting funds by issuing shares to no more than 35 qualified investors [1] - This transaction is expected to constitute a related party transaction and a major asset restructuring, but it will not qualify as a restructuring listing [1] Group 2 - The company's stock has been suspended since May 22, 2025, with the suspension expected to last no more than 10 trading days [2] - The company has actively advanced the transaction since the disclosure of the preliminary plan, with audits, evaluations, and due diligence already underway [2] - A formal plan will be reviewed by the board of directors once the relevant work is completed, followed by the disclosure of a restructuring report [2]

证券代码：300672 证券简称：国科微 公告编号：2025-053 关于发行股份及支付现金购买资产并募集配套资金 暨关联交易事项的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或者重大遗漏。 重要风险提示： 1、湖南国科微电子股份有限公司（以下简称"公司"）于 2025年 6月 6日 披露的《湖南国科微电子股份有限公司发行股份及支付现金购买资产并募集配 套资金暨关联交易预案》（以下简称"重组预案"）及其摘要中已对本次交易 涉及的有关风险因素及尚需履行的审批程序进行了详细说明，提请广大投资者 关注后续进展公告并注意投资风险。 湖南国科微电子股份有限公司 资金事项的停牌进展公告》（公告编号：2025-045）。 2、公司于2025年6月5日召开第四届董事会第七次会议，审议通过了《关于 <湖南国科微电子股份有限公司发行股份及支付现金购买资产并募集配套资金暨 关联交易预案>及其摘要的议案》等与本次交易相关的议案，具体内容详见公司 于2025年6月6日发布的相关公告及文件。根据深圳证券交易所的相关规定，经 公司申请，公司股票（股票简称：国科微，股票代码：300672）于 ...

Group 1 - The A-share semiconductor sector is experiencing a significant upward trend, with notable gains in several companies [1] - Longxin Zhongke and Xinhenghui both saw their stock prices increase by over 10%, while Chipone Technology rose by more than 9% [1] - Huada Technology and Guoke Micro also followed the upward trend, indicating a broader positive movement in the semiconductor industry [1]

Core Viewpoint - The recent mergers and acquisitions in the semiconductor sector, driven by regulatory reforms, are aimed at enhancing the domestic supply chain and achieving self-sufficiency in China's semiconductor industry [1][2][3]. Group 1: Recent Mergers and Acquisitions - Haiguang Information's merger with Zhongke Shuguang will create a "computing power giant" with a market value of nearly 400 billion yuan, addressing chip shortages in the intelligent computing sector [2]. - Guokewei's acquisition of Zhongxin Ningbo will transform it into a chip company with its own wafer fab, enhancing industry synergy [2]. - Beifang Huachuang's acquisition of Chip Source Microelectronics will facilitate the integration of domestic semiconductor equipment [2]. - Gekun Electronics' acquisition of Ruicheng Chip and Huada Jiutian's acquisition of Chip and Semiconductor are seen as critical battles for the integration of China's EDA industry [2]. Group 2: Regulatory Environment - The "Eight Measures for Deepening the Reform of the Sci-Tech Innovation Board" and the "Six Opinions on Deepening the Reform of the Mergers and Acquisitions Market" are providing a "system dividend" that supports mergers and acquisitions in the semiconductor sector [1][3]. - These policies aim to enhance resource allocation efficiency and promote the self-reliance of China's semiconductor industry [3]. Group 3: Industry Context - The semiconductor industry is crucial for national economic stability, with a global market value exceeding $600 billion, supporting various electronic products and the digital economy [2]. - China's semiconductor imports reached $385.6 billion in 2024, highlighting the ongoing trade deficit in this sector despite efforts to boost domestic production [3]. - The goal of developing the semiconductor industry is to ensure supply chain security and national security, rather than merely eliminating trade deficits [3]. Group 4: Future Outlook - The integration wave in the semiconductor sector is expected to accelerate domestic substitution and enhance China's competitive position in the global market [3]. - The emphasis on mid-to-low-end chips and the potential in compound semiconductors indicate a strategic focus on areas where China can achieve significant advancements [4].

Core Viewpoint - The article highlights the rampant insider trading in the A-share market, indicating that the frequency and audacity of such activities have reached unprecedented levels, overshadowing previous regulatory efforts [3][22]. Group 1: Instances of Pre-announcement Price Surge - Guokewi announced on June 6 its intention to acquire 94.366% of Zhongxin Ningbo's equity, leading to a 20% price surge on May 20, just before the announcement [5]. - Shangluo Electronics saw a 22.82% increase over four trading days prior to its announcement on June 4 regarding the acquisition of Guangzhou Ligong Technology [6]. - Bangji Technology's stock price surged on June 4 before announcing its acquisition plans [7]. - ST Jinbi experienced a 7.13% increase in the two trading days leading up to its announcement on June 4 regarding a share transfer [8]. - Huamao Technology's stock rose by 11.16% in the three trading days before its June 4 announcement of acquiring Shenzhen Fuchuang Youyue Technology [9]. Group 2: Long-term Price Increases Before Major Announcements - Honghui Fruits and Vegetables saw a 38.14% increase from April 1 to June 6, despite only a 2.97% rise on the announcement day [23]. - Maipu Medical's stock surged over 69.61% from April 7 to May 21, with significant increases noted before its announcement [23]. - Haitai Development's stock rose by 73.84% from April 7 to June 5, despite only a 1.73% increase on the announcement day [23]. - Feiyada's stock increased by 50.76% in May, with multiple days of over 9% gains leading up to its announcement on June 4 [23]. Group 3: Techniques of Insider Trading - The article discusses the strategy of creating false market signals to mislead investors, as seen in the case of Qunxing Toys, which experienced a sudden surge in trading volume before announcing a major asset restructuring [29]. - The practice of buying shares before creating favorable news is highlighted, with examples such as Diou Home, where the actual controller's shareholding was transferred to a related party [31]. - The article notes that insider trading is often concealed effectively, making it difficult for regulatory bodies to detect [34]. Group 4: Regulatory Challenges - The article emphasizes that even significant price increases do not necessarily trigger regulatory scrutiny, as companies can claim no insider information was leaked [36][38]. - Instances of companies reporting substantial price increases before announcements without facing consequences illustrate the challenges in enforcing regulations [40][41].

Core Viewpoint - Guokewai (300672.SZ) is progressing with its acquisition of 94.37% of the shares of SMIC Integrated Circuit (Ningbo) Co., Ltd. to enhance its capabilities in the semiconductor industry and respond to national policies for domestic substitution in core components [2][10] Group 1: Acquisition Details - The acquisition will be executed through a combination of issuing shares and cash payments [2] - The transaction aims to establish a dual-driven model of "digital chip design + analog chip manufacturing" by gaining production capabilities in high-end filters and MEMS [2][4] - Guokewai acknowledges that SMIC Ningbo is currently experiencing losses, which may pose risks of consolidated losses in the short term [2][6] Group 2: Financial Performance of SMIC Ningbo - SMIC Ningbo's projected revenues for 2023 and 2024 are 213.2 million and 453.8 million respectively, reflecting a year-on-year growth of approximately 113% [6] - Despite revenue growth, SMIC Ningbo is expected to incur net losses of 813 million in 2024, slightly improving from a loss of 843 million in 2023 [6] - The company is in a capacity ramp-up phase, and its financial performance is under pressure due to high depreciation costs and suboptimal capacity utilization [6][7] Group 3: Strategic Synergies - The acquisition is expected to create synergies by combining Guokewai's digital chip expertise with SMIC Ningbo's strengths in RF front-end and MEMS manufacturing [5] - Guokewai aims to transition from a Fabless design model to a more integrated "chip design + wafer processing" approach, enhancing competitiveness [5] - The collaboration is anticipated to improve operational efficiency and strengthen market cooperation by providing comprehensive solutions to strategic clients [5] Group 4: Market Context and Opportunities - The market for RF filters, particularly in the context of domestic substitution, presents significant growth potential, with SMIC Ningbo being one of the few domestic manufacturers capable of producing high-end BAW filters [9][10] - Currently, foreign companies dominate the SAW and BAW filter markets, with domestic firms holding less than 5% market share in the high-frequency BAW filter segment [9] - The demand for domestic alternatives in the RF filter market is urgent, supported by national policies aimed at reducing reliance on foreign suppliers [9][10]

Group 1 - Guokemicro (300672.SZ) announced a major asset restructuring plan to acquire 94.366% of the shares of Zhongxin Integrated Circuit (Ningbo) Co., Ltd. through a combination of issuing shares and cash payments, aiming to establish a dual-driven system of "digital chip design + analog chip manufacturing" in the semiconductor field [1] - Guokemicro is a leader in the domestic integrated circuit design sector, focusing on chip design and R&D, providing solutions for AI, multimedia, automotive electronics, IoT, and data storage, with products widely used in various popular fields [1] - Zhongxin Ningbo operates primarily under a Foundry model, specializing in RF front-end and MEMS semiconductor wafer foundry and customized chip manufacturing services, equipped with 6-inch and 8-inch wafer manufacturing lines [1] Group 2 - Zhongxin Ningbo has established deep cooperation with leading domestic mobile terminal companies, signing a strategic cooperation framework agreement to supply 50% of the RF filters needed for mobile terminal products, indicating strong recognition of its products [2] - China has become the largest RF filter consumption market globally, accounting for nearly 30% of the market size, but domestic companies hold less than 5% of the BAW filter market, which is dominated by US firms like Broadcom and Qorvo [2] - With the deepening of 5G commercialization and accelerated 6G technology development, the demand for high-performance RF front-end devices is increasing, making BAW filters a critical bottleneck [2] Group 3 - The acquisition of Zhongxin Ningbo will enhance Guokemicro's production capabilities in high-end filters and MEMS, while leveraging Zhongxin Ningbo's cooperation with strategic clients to expand into markets such as smartphones and smart connected vehicles [3] - This acquisition extends Guokemicro's industrial chain layout into the high-value core components of RF front-end, enhancing competitiveness in the analog chip market and opening new business growth points [3] - The collaboration between Zhongxin Ningbo and strategic clients will inject strong momentum into the domestic filter industry, promoting the semiconductor industry chain towards self-control and technological innovation, gradually breaking the long-standing monopoly of foreign companies in the high-end filter market [3]

Core Viewpoint - The company, Hunan Guoke Microelectronics Co., Ltd., has announced its 2024 annual profit distribution plan, which includes a cash dividend of 3.00 yuan per 10 shares for all shareholders, with no stock dividends or capital reserve transfers planned for this year [2][3][4]. Summary by Sections Profit Distribution Plan - The profit distribution plan was approved at the 2024 annual shareholders' meeting held on May 16, 2025, with a cash dividend of 3.00 yuan per 10 shares (tax included) based on the total share capital after excluding repurchased shares [3][4]. - The total share capital as of the announcement date is 217,140,672 shares, with 1,134,182 shares held in the repurchase account, resulting in a distribution base of 216,006,490 shares [4][5]. Dividend Amount - The total cash dividend to be distributed amounts to 64,801,947 yuan (tax included) [4][13]. - The cash dividend per share, after adjusting for the total share capital, is calculated to be approximately 2.984330 yuan [13]. Key Dates - The record date for the dividend distribution is set for June 13, 2025, and the ex-dividend date is June 16, 2025 [8]. Distribution Method - Cash dividends will be directly credited to the accounts of A-share shareholders through their respective securities companies on the ex-dividend date [10]. - Specific provisions are in place for shareholders with restricted shares regarding the distribution of cash dividends [11][12].

Core Viewpoint - Mergers and acquisitions (M&A) have become a crucial means for companies to achieve strategic expansion, resource integration, and capability enhancement, particularly in the semiconductor industry, as exemplified by Guokewai's acquisition of a majority stake in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. [2][3] Company Summary - Guokewai plans to acquire 94.37% of Zhongxin Ningbo through a combination of share issuance and cash payment, while Zhongxin International will sell its 14.832% stake in Zhongxin Ningbo [2][3] - Zhongxin Ningbo has accumulated losses exceeding 1.6 billion yuan in 2023 and 2024, raising questions about Guokewai's decision to acquire this underperforming asset [2][3] - The acquisition aims to secure high-end BAW filter manufacturing technology, which is critical for domestic production and reducing reliance on foreign suppliers [3][6] - Guokewai's transition from a pure chip design company to a dual-driven model of "digital chip design + analog chip manufacturing" enhances its competitiveness in the semiconductor industry [6] Industry Summary - China is the largest consumer market for RF filters, accounting for nearly 30% of the global market, yet domestic companies hold less than 5% of the BAW filter market, dominated by U.S. firms [4] - Zhongxin Ningbo has established partnerships with leading domestic mobile communication terminal companies to ensure stable supply and capacity release for filter products [5] - The semiconductor industry is experiencing a surge in M&A activities, with nearly 30 disclosed transactions in the first quarter of 2025, driven by policy support and market demand [8][10] - The "Six M&A Rules" introduced in 2024 aim to optimize the restructuring environment and encourage long-term investment, facilitating industry consolidation [7][9] - The ongoing trend of M&A in the semiconductor sector is seen as a pathway for domestic companies to overcome technological bottlenecks and enhance competitiveness on a global scale [10]

Core Viewpoint - The company has announced its 2024 annual profit distribution plan, which includes a cash dividend of 3.00 yuan per 10 shares for all shareholders, with no stock dividends or capital reserve transfers planned for this year [2][3]. Summary by Sections Profit Distribution Plan - The profit distribution plan was approved at the 2025 annual shareholders' meeting, with a total cash dividend of 64,801,947 yuan (including tax) to be distributed based on a total share capital of 216,006,490 shares, excluding repurchased shares [2][3][6]. - The cash dividend per 10 shares is calculated as 64,801,947 yuan / 217,140,672 shares × 10 = 2.984330 yuan, rounded down [3][6]. Key Dates - The record date for the profit distribution is set for June 13, 2025, and the ex-dividend date is June 16, 2025 [3][4]. Dividend Taxation - Different tax rates apply for individual shareholders based on their holding period, with specific provisions for Hong Kong market investors and domestic investors [3][5]. Adjustments - If there are changes in the total share capital due to new shares, stock options, convertible bonds, or other factors before the record date, the total distribution amount will be adjusted while maintaining the per-share distribution ratio [2][3][6].