Core Viewpoint - The acquisition of Zhongxin Ningbo by Guoke Micro has been terminated due to the inability to reach consensus on related matters within the expected timeframe, prioritizing the long-term interests of the company and its investors [1][6]. Group 1: Announcement of Termination - Guoke Micro announced the termination of the acquisition of Zhongxin Ningbo on November 28, following the approval of the board and supervisory committee [1][5]. - The termination was formalized through a signed agreement with relevant parties, including Zhongxin International's wholly-owned subsidiary [5]. Group 2: Background of the Acquisition - The acquisition plan was initially announced on June 5, where Guoke Micro intended to purchase 94.366% of Zhongxin Ningbo's shares through a combination of stock issuance and cash payment [4]. - Guoke Micro had issued multiple progress announcements regarding the acquisition from July to October [4]. Group 3: Reasons for Termination - The termination was attributed to the inability to reach agreement on various aspects of the transaction despite efforts from all parties involved [6]. - The decision was made after thorough communication and consideration, emphasizing a cautious approach to protect the interests of the company and its investors [6]. Group 4: Expert Opinions - Experts had previously expressed skepticism about the acquisition, noting the lack of synergy between Guoke Micro, a fabless chip design company, and Zhongxin Ningbo, a foundry specializing in RF devices and MEMS [7]. - The differing focuses of the two companies raised concerns about the limited collaborative potential between digital chip design and analog chip foundry services [7].

Core Viewpoint - The planned acquisition of a 94.366% stake in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. by Guokewai has been terminated due to the inability to reach an agreement within the expected timeframe [1] Group 1: Acquisition Details - Guokewai intended to acquire Zhongxin Ningbo, which specializes in RF front-end, MEMS sensors, and special process semiconductors [1] - The termination was based on prudent considerations after thorough communication and negotiation with relevant parties [1] Group 2: Financial Impact - Guokewai reported a revenue of approximately 1.172 billion yuan for the first three quarters of the year, representing a year-on-year decline of 2.5% [1] - The net profit attributable to shareholders was approximately 7.4054 million yuan, showing a significant year-on-year decrease of 89.42% [1] Group 3: Operational Status - The company stated that its production and operational status remains normal, and the termination of the acquisition will not have a significant adverse impact on its financial condition [1]

Core Viewpoint - Hunan Guoke Microelectronics Co., Ltd. has decided to terminate the acquisition of 94.366% equity in SMIC Integrated Circuit (Ningbo) Co., Ltd. due to the inability to reach an agreement on related matters within the expected timeframe, emphasizing the company's commitment to safeguarding the long-term interests of shareholders and maintaining operational stability [2][4]. Group 1: Acquisition Termination - The termination of the acquisition reflects the company's prudent decision-making and responsibility towards shareholder interests, as the negotiations did not yield a consensus within the anticipated timeline [4]. - The company stated that the termination will not adversely affect its production operations or financial status, and it does not imply a complete abandonment of future restructuring efforts [2][4]. Group 2: Strategic Focus - Guoke Micro has been focusing on its long-term strategic layout, continuing to strengthen its core business in smart display and high-definition visual technology while exploring new markets in automotive electronics, AI, and IoT [6]. - The company has been implementing its "ALL IN AI" strategy, developing AI System-on-Chip (SoC) products that cater to various applications, including AIoT and industrial computing [6]. Group 3: Future Outlook - Despite the termination of the acquisition, Guoke Micro remains committed to seeking merger and acquisition opportunities that align with its strategic goals, leveraging policy support for "hard technology" companies to enhance competitiveness [7]. - The company aims to drive long-term healthy development through a dual approach of internal growth and external expansion, focusing on technology, market, and product integration opportunities [7].

Core Viewpoint - Guokewai has decided to terminate the acquisition of 94.366% of Zhongxin Integrated Circuit (Ningbo) Co., Ltd. due to the inability to reach an agreement on transaction-related matters within the expected timeframe [1][2] Group 1: Transaction Details - The termination of the acquisition will not have a significant adverse impact on the company's production operations and financial status [1] - Guokewai originally planned to extend its strategic reach into the specialty process foundry sector through this acquisition, which was expected to enhance its capabilities in high-end filters and MEMS [1][2] - The company emphasized that it has adhered to compliance principles throughout the transaction process, engaging intermediaries for due diligence and discussions [1] Group 2: Future Strategy - Guokewai will continue to focus on its core business while actively seeking external acquisition opportunities that align with policy encouragement, reasonable valuations, and high strategic synergy [2] - The company plans to maintain its long-term strategic layout and expand into emerging sectors such as automotive electronics, wireless LAN, and artificial intelligence products [2][3] - The "ALL IN AI" strategy is being implemented, focusing on AI edge computing and the development of AI SoC products [3]

Core Viewpoint - The company has decided to terminate the acquisition of a 94.366% stake in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. due to the inability to reach an agreement on transaction-related matters within the expected timeframe. This decision is not expected to have a significant adverse impact on the company's operations and financial status [1][4]. Group 1: Acquisition Termination - The termination of the acquisition will not significantly affect the company's production operations and financial condition, as stated by the company [1]. - The company plans to continue focusing on its core business while actively seeking external acquisition opportunities that align with policy encouragement and have reasonable valuations [1][2]. - The company had previously announced plans to acquire Zhongxin Ningbo, which primarily engages in wafer foundry and packaging testing services in the RF front-end, MEMS, and high-voltage analog device sectors [4]. Group 2: Future Strategy - The company is committed to its "ALL IN AI" strategy, focusing on the development of AI edge computing AISoC products, including low-power AIoT terminal chips and edge computing chips [2]. - The company aims to leverage policy opportunities and explore integration opportunities within the industry that align with its strategic goals, while also solidifying its core business [2]. - The company intends to expand into emerging sectors such as automotive electronics, wireless LAN, and artificial intelligence products, developing various products to meet market demands [1][2].

Core Viewpoint - Guokemicro announced the termination of the acquisition of 94.366% equity in Zhongxin Ningbo due to the inability to reach an agreement within the expected timeframe, prioritizing the interests of the listed company and its investors [2] Group 1 - The decision to terminate the acquisition was approved by the board of directors, supervisory board, and independent directors of Guokemicro [2] - A network interactive briefing will be held on December 2 from 15:00 to 16:00 via the Shenzhen Stock Exchange's "Interactive Easy" platform to communicate the termination details with investors [2] - Guokemicro had disclosed the acquisition plan on June 5, intending to acquire Zhongxin Ningbo and raise supporting funds, with five subsequent progress updates [2] Group 2 - Guokemicro operates in the fabless digital chip design sector, while Zhongxin Ningbo is involved in RF devices and MEMS wafer foundry, indicating limited synergy between the two companies [2]

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：300672 证券简称：国科微 公告编号：2025-068 湖南国科微电子股份有限公司 第四届董事会第十次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记载、误导性陈述或重大遗 漏。 一、董事会会议召开情况 湖南国科微电子股份有限公司（以下简称"公司"）第四届董事会第十次会议于2025年11月28日在公司会 议室以现场会议与通讯表决相结合的方式召开，会议通知已于2025年11月24日以电子邮件的形式发出。 本次会议应出席董事7名，实际出席董事7名，其中孟庆一先生、荆继武先生以通讯表决方式出席。会议 由公司董事长向平先生主持，公司监事、高级管理人员列席了本次会议。会议的召集和召开符合《中华 人民共和国公司法》（以下简称"《公司法》"）等有关法律、行政法规、部门规章、规范性文件和《湖 南国科微电子股份有限公司章程》（以下简称"《公司章程》"）的相关规定，会议形成的决议合法、有 效。会议审议并通过了以下议案： 二、董事会会议审议情况 经全体董事审议并表决，形成如下决议。 1、审议通过了《关于终止发行股份及支付现金购买资产并 ...

Core Viewpoint - The acquisition of 94.366% stake in Zhongxin Ningbo by Guokaiwei has been terminated due to the inability to reach an agreement within the expected timeframe, but this will not significantly impact the financial status of either party [1][2]. Group 1: Company Overview - Guokaiwei is a leading integrated circuit design company in China, focusing on ultra-high-definition smart displays and smart vision, and has become a key supplier of related chip solutions [2]. - Zhongxin Ningbo possesses unique advantages in special process fields, with 6-inch and 8-inch wafer manufacturing lines, currently in the capacity ramp-up phase [2]. Group 2: Impact of Termination - The termination of the acquisition will not disrupt Guokaiwei's established operational pace, as the company continues to focus on its "ALL IN AI" strategy and the development of AI SoC products [3]. - Guokaiwei has stated that the termination does not mean a complete abandonment of restructuring, and the company will continue to seek external acquisition opportunities that align with policy encouragement and strategic synergy [3]. Group 3: Market Context - Despite the overall increase in M&A activity in the A-share market this year, there have been over 50 cases of companies terminating major asset restructuring plans, indicating a trend of cautious adjustments in the market [3].

格隆汇11月28日丨国科微(300672.SZ)公布，公司原拟通过发行股份及支付现金的方式购买宁波甬芯集 成电路股权投资有限公司持有的中芯集成电路（宁波）有限公司（简称"标的公司"）15.212%股权，广 东元器利创投资合伙企业（有限合伙）持有的标的公司18.372%股份，中芯国际控股有限公司持有的标 的公司14.832%股份，国家集成电路产业投资基金股份有限公司持有的标的公司12.677%股份，宁波德 悦高鹏股权投资合伙企业（有限合伙）持有的标的公司9.186%股份，宁波经济技术开发区产业发展投 资有限公司持有的标的公司6.085%股份，宁波梅山保税港区联力昭离景元创业投资合伙企业（有限合 伙）持有的标的公司5.662%股份，宁波联力龙朔创业投资合伙企业（有限合伙）持有的标的公司 5.361%股份，宁波经济技术开发区金帆投资有限公司持有的标的公司2.753%股份，盈富泰克国家新兴 产业创业投资引导基金（有限合伙）持有的标的公司2.113%股份，诸暨联砺品字标浙江制造集成电路 股权投资合伙企业（有限合伙）持有的标的公司2.113%股份，并拟向不超过35名符合条件的特定对象 发行股票募集配套资金。 自本次交易预 ...

格隆汇11月28日丨国科微(300672.SZ)公布，公司原拟通过发行股份及支付现金的方式购买宁波甬芯集 成电路股权投资有限公司持有的中芯集成电路（宁波）有限公司（简称"标的公司"）15.212%股权，广 东元器利创投资合伙企业（有限合伙）持有的标的公司18.372%股份，中芯国际控股有限公司持有的标 的公司14.832%股份，国家集成电路产业投资基金股份有限公司持有的标的公司12.677%股份，宁波德 悦高鹏股权投资合伙企业（有限合伙）持有的标的公司9.186%股份，宁波经济技术开发区产业发展投 资有限公司持有的标的公司6.085%股份，宁波梅山保税港区联力昭离景元创业投资合伙企业（有限合 伙）持有的标的公司5.662%股份，宁波联力龙朔创业投资合伙企业（有限合伙）持有的标的公司 5.361%股份，宁波经济技术开发区金帆投资有限公司持有的标的公司2.753%股份，盈富泰克国家新兴 产业创业投资引导基金（有限合伙）持有的标的公司2.113%股份，诸暨联砺品字标浙江制造集成电路 股权投资合伙企业（有限合伙）持有的标的公司2.113%股份，并拟向不超过35名符合条件的特定对象 发行股票募集配套资金。 自本次交易预 ...