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].

证券代码：300672 证券简称：国科微 公告编号：2025-052 湖南国科微电子股份有限公司 2024 年年度权益分派实施公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏。 特别提示： 1、湖南国科微电子股份有限公司（以下简称"公司"）2024 年年度利润分 配方案为：以实施权益分派股权登记日登记的总股本（扣除公司回购专用证券账 户已回购股份）为基数，向全体股东每 10 股派发现金股利 3.00 元（含税），剩 余利润作为未分配利润留存。本年度不送红股，不以公积金转增股本。 2、截至本公告披露日，公司总股本为 217,140,672 股，其中回购专用证券账 户持有公司股份 1,134,182 股，因此公司 2024 年年度权益分派的股本基数为 216,006,490 股。按照每股分配比例不变，对分配总额进行相应调整的原则，公 司 2024 年年度权益分派合计派发现金红利 64,801,947 元（含税）。 4、本次利润分配距离公司股东大会审议通过利润分配方案的时间未超过两 个月。 3、本次权益分派实施后计算除权除息价格时，按总股本（含回购股份）折 算的 ...

Investment Rating - The report maintains a "Buy" investment rating for the company [1]. Core Views - The company plans to acquire Zhongxin Ningbo, aiming to build a full industry chain capability of "chip design + wafer processing" [1][6]. - In 2024, the company experienced a significant revenue decline of 53.26% due to market demand slowdown and intensified competition, but managed to achieve a slight profit increase of 1.13% in net profit [5]. - The company has a diverse chip design capability and has launched various chips with core proprietary intellectual property in multiple fields [6]. - The acquisition of Zhongxin Ningbo is expected to enhance the company's capabilities in high-end BAW filter manufacturing and expand its presence in the RF front-end industry [7][8]. Summary by Sections Financial Performance - In 2024, the company reported total revenue of 197,789.18 million yuan, a year-on-year decrease of 53.26%, while net profit reached 9,715.47 million yuan, a year-on-year increase of 1.13% [5]. - The overall gross margin improved to 26.29%, an increase of 13.85 percentage points year-on-year [5]. - R&D investment for 2024 was 67,532.16 million yuan, reflecting a growth of 10.26% year-on-year [5]. Business Strategy - The company is transitioning towards a full industry chain model by integrating chip design and wafer processing capabilities through the acquisition of Zhongxin Ningbo [6]. - The company has established strategic partnerships with leading mobile communication terminal companies, enhancing its market position in the RF front-end sector [7][8]. Earnings Forecast - The company forecasts revenues of 23.35 billion yuan, 28.04 billion yuan, and 35.23 billion yuan for 2025, 2026, and 2027 respectively, with corresponding EPS of 0.58, 1.00, and 1.32 yuan [9]. - The current stock price corresponds to PE ratios of 147, 86, and 65 for the years 2025, 2026, and 2027 respectively [9].

Core Viewpoint - Guokemicro (300672) plans to acquire a 94.366% stake in SMIC Integrated Circuit (Ningbo) Co., Ltd. (referred to as "SMIC Ningbo") through a combination of share issuance and cash payment, which has attracted significant attention in the market [1][3]. Group 1: Acquisition Details - The transaction is priced at 57.01 yuan per share and involves multiple parties including Ningbo Yongxin, Yuanqi Lichuang, and others [3]. - After the transaction, SMIC Holdings will no longer hold any shares in SMIC Ningbo, allowing SMIC International to focus on its core business [3]. - The acquisition aligns with national policies on the integrated circuit industry and aims to enhance domestic substitution in core components [3]. Group 2: Financial Performance of SMIC Ningbo - In 2024, SMIC Ningbo achieved revenue of 454 million yuan, a year-on-year increase of 113% [2][5]. - Despite the revenue growth, SMIC Ningbo remains in a loss position, with net profits of -843 million yuan in 2023 and -813 million yuan in 2024 [4][5]. - The company is still in a capacity ramp-up phase, and its product structure and process optimization have not yet reached optimal levels [2][4]. Group 3: Guokemicro's Financial Outlook - Guokemicro's revenue for 2022 and 2023 was 3.605 billion yuan and 4.231 billion yuan, respectively, with year-on-year growth rates of 55.26% and 17.38% [6]. - In 2024, Guokemicro's revenue is projected to decline to 1.978 billion yuan, a decrease of 53.26% [6]. - The company aims for a revenue growth rate of no less than 15% in 2025 compared to 2024 [6][7]. Group 4: Research and Development Focus - Guokemicro emphasizes technology accumulation and new product development, with R&D investment reaching 612 million yuan in 2023, a 20.87% increase [9]. - In 2024, R&D investment is expected to rise to 675 million yuan, accounting for 34.14% of the company's revenue [9]. - By the end of 2024, Guokemicro had 646 R&D personnel, representing 76.09% of its total workforce, and had obtained a total of 365 authorized patents [10].

Investment Rating - The report maintains a "Buy" investment rating for the company [1] Core Views - The company plans to acquire Zhongxin Ningbo to build a full industry chain capability of "chip design + wafer processing" [1][6] - In 2024, the company experienced a significant revenue decline of 53.26% due to market demand slowdown and intensified competition, but managed to achieve a slight profit increase of 1.13% [5] - The company has a diverse chip design capability and aims to transition to a full industry chain model post-acquisition [6][9] Summary by Sections Financial Performance - In 2024, the company reported total revenue of 197,789.18 million yuan, a decrease of 53.26% year-on-year [5] - The net profit attributable to shareholders was 9,715.47 million yuan, an increase of 1.13% year-on-year, with an overall gross margin of 26.29%, up by 13.85 percentage points [5] - R&D investment reached 67,532.16 million yuan in 2024, growing by 10.26% year-on-year, laying a solid foundation for future high-quality development [5] Strategic Initiatives - The company possesses multiple chip design capabilities and has launched various chips in fields such as ultra-high-definition smart displays, AI, automotive electronics, and IoT [6] - The acquisition of Zhongxin Ningbo, a leading domestic semiconductor wafer foundry, is expected to enhance the company's capabilities in chip design and wafer processing [6][8] Market Outlook - The company forecasts revenues of 23.35 billion yuan, 28.04 billion yuan, and 35.23 billion yuan for 2025, 2026, and 2027 respectively, with corresponding EPS of 0.58, 1.00, and 1.32 yuan [9][11] - The projected growth rates for revenue are 18.1%, 20.1%, and 25.6% for the years 2025, 2026, and 2027 respectively [11]

Investment Rating - The report maintains a "Buy" rating for Guoke Microelectronics (300672.SZ) with a current price of 81.06 CNY [1]. Core Insights - Guoke Microelectronics is acquiring a 94.366% stake in Zhongxin Ningbo to integrate the entire industry chain and break the overseas monopoly in the filter market [5][6]. - The acquisition is expected to enhance Guoke's product and business diversity, focusing on AI SoC and expanding into automotive and wireless sectors [10][14]. - The company is projected to benefit from the growth of AI SoC, with net profit forecasts for 2025, 2026, and 2027 being adjusted upwards by 17% and 48% compared to previous estimates [13][14]. Summary by Sections Company Overview - Guoke Microelectronics focuses on chip design and development, providing solutions in AI, multimedia, automotive electronics, IoT, and data storage [10]. - The acquisition of Zhongxin Ningbo will allow Guoke to build capabilities in specialized wafer manufacturing and advanced packaging, transitioning to a full industry chain model [10][12]. Market Position - Zhongxin Ningbo is a leading domestic semiconductor foundry specializing in RF front-end, MEMS, and high-voltage analog devices, aiming to break the overseas monopoly in high-end filter technology [6][7]. - The company has established long-term supply agreements with major domestic mobile communication terminal enterprises, ensuring stable revenue streams [8]. Financial Projections - Revenue for Guoke is expected to decline in 2024 but net profit is projected to grow, with estimates for 2025-2027 being 137 million, 204 million, and 257 million CNY respectively [15][16]. - The report outlines a significant drop in revenue growth rate for 2024 at -53.26%, followed by a recovery in subsequent years [15]. Valuation Metrics - The report provides a detailed financial forecast, including revenue, net profit, and key ratios such as P/E and P/B, indicating a gradual improvement in profitability and efficiency over the forecast period [15][18].