业绩简评 2025 年 6 月 5 日公司披露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，公司拟通过发行股份及支付现金的方式 向宁波甬芯等 11 名交易对方购买其合计持有的中芯宁波 94.366%股权，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。 经营分析 公司转型 IDM 模型，实现芯片设计+晶圆制造全产业链布局。本 次收并购预案发布前，公司以 Fabless 模式运营，专注于提供人 工智能与多媒体、车载电子、物联网、数据存储等领域的芯片解决 方案，产品广泛应用于超高清智能显示、智慧视觉、车载电子、人 工智能、物联网和固态存储等领域。若收并购案完成，公司将具备 高端滤波器、MEMS 等特种工艺代工领域的生产制造能力，依托 射频前端器件领域的技术优势，将公司产品应用进一步拓展到智 能手机、智能网联汽车等需求相对旺盛的领域。 拟收购优质晶圆代工资产，开拓公司业务新增长点。随着 5G 商用 的持续深化，通信设备对射频前端器件的性能要求不断攀升。5G 手机支持的通信频段从 4G 时代的 20-30 个扩展至 50 个以上，单 机滤波器用量从约 40 个提升至 70 个。中芯宁波是国 ...

Core Viewpoint - Guokewai plans to acquire 94.366% equity of Zhongxin Integrated Circuit (Ningbo) Co., Ltd. through a combination of issuing shares and cash payment, alongside raising supporting funds [1][2] Group 1: Transaction Details - Guokewai's stock resumed trading at 85.50 yuan, reflecting a 5.48% increase [1] - The acquisition involves 11 counterparties, including Ningbo Yongxin Integrated Circuit Equity Investment Co., Ltd. [1] - The issuance price for the shares is set at 57.01 yuan per share, which is not less than 80% of the average trading price over the last 20 trading days [2][3] Group 2: Financial Information of Zhongxin Ningbo - As of December 31, 2023, total assets of Zhongxin Ningbo were 560.09 million yuan, with total liabilities of 307.49 million yuan, resulting in equity of 252.61 million yuan [4] - The company reported revenues of 21.32 million yuan in 2023, 45.38 million yuan in 2024, and a net loss of 84.29 million yuan in 2023 [4][5] - Cumulative losses for Zhongxin Ningbo from 2023 to Q1 2025 amount to 180.61 million yuan [5]

Core Viewpoint - The semiconductor industry is experiencing a new wave of mergers and acquisitions, driven by regulatory reforms aimed at enhancing market vitality and promoting high-quality development [3]. Group 1: Market Performance - As of 14:52, the CSI Semiconductor Materials and Equipment Theme Index (931743) rose by 0.12%, with notable increases in component stocks such as Jing Technology (up 4.70%), Fuchuang Precision (up 3.32%), and Huahai Qingshi (up 1.62%) [1]. - The Semiconductor Materials ETF (562590) increased by 0.09%, marking its fourth consecutive rise, with the latest price at 1.07 yuan. Over the past week, the ETF has accumulated a rise of 0.47% [1]. Group 2: Company Developments - On June 6, the chip company Guoke Micro (300672.SZ) announced a major asset restructuring plan to acquire 94.366% of the shares of SMIC Integrated Circuit (Ningbo) Co., Ltd. through a combination of share issuance and cash payment [2]. - Guoke Micro focuses on chip design in ultra-high-definition smart displays and artificial intelligence, while SMIC Ningbo possesses advanced BAW filter manufacturing technology, which is crucial for domestic mobile communication terminal enterprises [2]. - This acquisition will enable Guoke Micro to enhance its production capabilities in high-end filters and MEMS, establishing a dual-driven system of "digital chip design + analog chip manufacturing" [2]. Group 3: Industry Trends - The semiconductor industry, characterized by high "hard technology" content, is witnessing a surge in mergers and acquisitions, spurred by the revised "Management Measures for Major Asset Restructuring of Listed Companies" announced by the CSRC on May 16 [3]. - The reform aims to stimulate the M&A market, encouraging listed companies to engage in resource sharing and complementary advantages to tackle key core technologies and improve their competitive position in the global semiconductor landscape [3]. - The Semiconductor Materials ETF closely tracks the CSI Semiconductor Materials and Equipment Theme Index, which includes 40 listed companies involved in semiconductor materials and equipment, reflecting the overall performance of this sector [3].

6月5日晚，国科微发布了详细的交易预案，上市公司拟以发行股份及支付现金等方式收购中芯集成电路 （宁波）有限公司（简称"中芯宁波"，标的公司）94.366%的股权。 据了解，中芯宁波系为配合当地产业发展战略，于2016年由当地产投基金、中芯国际等多方联合成立。 中芯宁波股东——也是此次交易的股权转让方，包括了宁波甬芯、宁波经开区产投、宁波金帆三家宁波 当地的国资机构。中芯宁波在中芯国际集团内部的位置，是作为重要联营企业而存在。 公司专注于射频前端、MEMS传感器、高压模拟等特种工艺技术，是国内少数实现量产制造BAW滤波 器的厂商，属于半导体特种工艺晶圆制造领域具备技术稀缺性的优质标的。 据悉，滤波器是射频前端的核心器件，提供手机无线通信功能，技术研发难度较高。中芯宁波产品在手 机端的成功搭载，标志着已打破海外厂商在滤波器制造领域的工艺垄断，有望破解我国通信芯片行业长 期面临的"卡脖子"问题。 从基本面来看，中芯宁波未经审计的主要财务数据显示，截止今年一季度，公司总资产规模达45.18亿 元，所有者权益达15.67亿元。但是，中芯宁波因多种原因，导致公司报告期内存在较大规模亏损。 2024年中芯宁波全年的净利润为 ...

见习记者杨晨 6月5日晚间，集成电路设计领域知名企业的湖南国科微电子股份有限公司（股票简称：国科微；代码： 300672）发布公告称，公司拟通过发行股份及支付现金的方式购买中芯集成电路（宁波）有限公司（以 下简称中芯宁波）94.366%股权，加速从芯片设计向"芯片设计+晶圆加工"全产业链能力建设的转型。 中芯国际（688981）也公告称，全资子公司中芯控股拟向湖南国科微电子股份有限公司出售所持有的中 芯集成电路（宁波）有限公司14.832%的股权。交易完成后，中芯控股将不再持有中芯宁波的股权。 根据深圳证券交易所的相关规定，国科微将于6月6日开市起复牌。此前，因宣布筹划重大资产重组，国 科微于5月22日起停牌。受重大重组消息的提振，6月6日，国科微股价开盘大涨。截至午间收盘，涨幅 达12.48%，最新市值达198亿元。 拓展业务版图 本次交易前，国科微专注于芯片设计研发，是人工智能与多媒体、车载电子、物联网、数据存储等领域 的芯片解决方案提供商。公司主要采用Fabless模式运营，芯片产品广泛应用于超高清智能显示、智慧视 觉、车载电子、人工智能、物联网和固态存储等领域。 预计构成重大资产重组 根据公告，国科微 ...

Group 1: Technology Developments - Huawei's Pura 80 series phone has over 120,000 reservations before its official launch, with full sales starting on June 11 [2] - Microsoft has integrated an AI agent named Athena into its Teams application to optimize product development processes, with the source code available on GitHub [3] - Amazon is forming a new team in its Lab126 division to develop warehouse robots powered by AI for unloading trailers and creating advanced maps for delivery drivers [4] Group 2: Automotive Industry Updates - Tesla has been included in the "New Energy Vehicles Going to the Countryside" catalog for the first time, with its Model Y and Model 3 added to the list of 124 models for 2025, an increase of 25 models from 2024 [5] - XPeng Motors and Huawei have jointly launched an AR head-up display system aimed at enhancing smart driving assistance, set to debut in the upcoming XPeng G7 model [5] - OPPO has signed a global patent licensing agreement with Volkswagen Group, marking OPPO's first collaboration with an automotive company [10] Group 3: AI and Robotics Innovations - ByteDance's ByteBrain team has developed a deep reinforcement learning-based VMR system that reduces inference time to 1.1 seconds while maintaining near-optimal performance [6] - Honor has announced multiple job openings related to robotics research and development, indicating a focus on advancing robotics technology [11] Group 4: Market and Financial Activities - Kuaishou's Keling AI has surpassed 100 million RMB in monthly revenue for two consecutive months, with an annualized revenue run rate exceeding 100 million USD [9] - Super Pure Application Materials has completed its IPO counseling registration with the Sichuan Securities Regulatory Bureau, focusing on semiconductor and laser device manufacturing [14] - Yisiwei Technology's IPO application has been accepted by the Shanghai Stock Exchange, specializing in machine vision equipment for automotive manufacturing [15] Group 5: Corporate Restructuring and Shareholder Actions - Guokai Microelectronics plans to acquire a 94.37% stake in Zhongxin Integrated Circuit (Ningbo) through a combination of stock issuance and cash payment, aiming to enhance its manufacturing capabilities [16] - Wenta Technology announced that a major shareholder plans to reduce its stake by up to 3% through block trading and centralized bidding [17] - Jingfang Technology disclosed plans for a shareholder to reduce its stake by up to 2% through block trading, adhering to relevant regulations [18]

国科微（300672）复牌高开超10%，公司拟购买中芯宁波94.366%股权。 ...

Group 1 - SMIC announced that its wholly-owned subsidiary, SMIC Holdings, plans to sell a 14.832% stake in SMIC Integrated Circuit (Ningbo) Co., Ltd. to Hunan Guoke Microelectronics Co., Ltd. After the transaction, SMIC Holdings will no longer hold any equity in SMIC Ningbo [1] - Guoke Micro announced its intention to acquire a total of 94.366% equity in SMIC Ningbo from Ningbo Yongxin and 11 other parties through a combination of issuing shares and cash payments. The company aims to enhance its manufacturing capabilities in high-end filters and MEMS, establishing a dual-driven system of "digital chip design + analog chip manufacturing" [1] - The transaction is expected to constitute a major asset restructuring, with Guoke Micro's stock set to resume trading on June 6, 2025 [1] Group 2 - According to the restructuring plan, the counterparties are prohibited from reducing their holdings in the listed company for three years. If SMIC Ningbo becomes profitable after three years, they may reduce their holdings according to regulations; otherwise, those with an investment period of less than ten years cannot reduce their holdings, while those exceeding ten years can reduce 50% of their shares [3] - SMIC Ningbo is one of the few domestic wafer manufacturing companies capable of providing full-band, all-process filters covering SUB6G. It possesses advanced BAW filter chip manufacturing technology, with its products already applied in flagship models of a leading domestic mobile communication terminal company [3] - Filters are core components of the RF front end, providing wireless communication functions for mobile phones, and their development is technically challenging. The successful application of SMIC Ningbo's products in mobile devices signifies a breakthrough against the overseas manufacturers' monopoly in filter manufacturing, potentially addressing the long-standing "bottleneck" issues in China's communication chip industry [3] Group 3 - Guoke Micro's main business includes two segments: smart vision and ultra-high-definition intelligent display. In its 2024 annual report, the company reported sales revenue of 946 million yuan from its smart vision series chips, accounting for 47.84% of total revenue [5] - The company's performance in 2024 was pressured by slowing market demand and intensified industry competition, with a first-quarter revenue of 305 million yuan, a year-on-year decrease of 10%, while net profit increased by 25% to 51.51 million yuan [5] - Guoke Micro is one of the few suppliers whose entire product line supports HarmonyOS chips and solutions. Its commercial display chip series GK67 has been shipped to mainstream education machines, conference machines, and general commercial display terminal manufacturers, fully compatible with the HarmonyOS ecosystem [5]

Investment Rating - The report assigns a "Buy" rating for the company [4]. Core Views - The acquisition of Ningbo Semiconductor by Guokewai marks a new phase for the company, enhancing its capabilities in the semiconductor industry [2][40]. - Ningbo Semiconductor is a leading domestic foundry specializing in RF front-end, MEMS, and high-voltage analog devices, with significant technological advancements in BAW filter manufacturing [2][28]. - The report estimates Ningbo Semiconductor's valuation to be between 7.34 billion to 9.18 billion yuan based on its production capacity [3][48]. Summary by Sections Acquisition Details - Guokewai plans to acquire 94.366% of Ningbo Semiconductor through a combination of share issuance and cash payment [1][16]. - The acquisition is expected to enhance Guokewai's production capabilities in high-end filters and MEMS, creating a dual-driven model of digital chip design and analog chip manufacturing [46]. Ningbo Semiconductor Overview - Ningbo Semiconductor focuses on specialized process semiconductor foundry services, providing customized chip solutions in RF front-end, MEMS, and high-voltage analog devices [20][26]. - The company has established strategic partnerships with leading domestic mobile communication terminal companies, breaking through technological barriers in BAW filter manufacturing [28][30]. Financial Projections - Revenue projections for Guokewai from 2024 to 2026 are estimated at 2.406 billion, 2.907 billion, and 3.485 billion yuan, respectively, with net profits of 148 million, 236 million, and 308 million yuan [3][40]. - The report anticipates a significant increase in revenue and profit margins as the company capitalizes on the acquisition and expands its market presence [42][46]. Market Potential - The global RF filter market is valued at approximately 10 billion USD, with a low domestic production rate, indicating substantial growth potential for Ningbo Semiconductor [32][34]. - The demand for RF filters is expected to rise significantly with the proliferation of 5G technology, which requires more filters per device compared to previous generations [33][34].

Group 1: Market Overview - US stock markets collectively declined, with the Dow Jones down 0.25%, Nasdaq down 0.83%, and S&P 500 down 0.53% [1] - Tesla shares fell by 14.27%, while Nvidia dropped 1.36%, Apple decreased by 1.08%, and Meta Platforms fell by 0.48% [1] - Circle's IPO in the US saw a significant increase of 168% on its first day [1] - Broadcom's Q2 revenue exceeded expectations with a 20% increase, but AI revenue guidance was underwhelming, leading to a post-market drop of over 5% [1] - The Baltic Dry Index rose by 9.2%, marking its seventh consecutive day of increase [1] Group 2: Economic Indicators - The US trade deficit narrowed significantly, with imports dropping by 16.3% [1] - First-time unemployment claims in the US reached 247,000, the highest level since October 2024 [1] Group 3: Domestic Developments - China's Ministry of Commerce announced that it will approve export license applications for rare earths that meet regulations [2] - The Chinese government plans to establish 10 national data factor comprehensive pilot zones to enhance the integration of the digital economy with the real economy [6] Group 4: Industry Insights - The data factor market is projected to grow significantly, with the scale of data assets entering balance sheets expected to increase from 48.7 billion yuan in 2024 to 827.8 billion yuan by 2030, a growth of over 16 times [7] - The Chinese automotive industry is facing increased regulatory scrutiny to maintain fair competition and promote healthy development [8] - The pharmaceutical sector is seeing a shift in the perception of Metformin, which is now being recognized for its potential anti-aging properties, with studies indicating a 30% higher chance of living to 90 for women taking it compared to those on sulfonylureas [8] Group 5: Corporate Announcements - Guokai Microelectronics plans to acquire 94.37% of the shares of Zhongxin Integrated Circuit (Ningbo) [10] - Maipu Medical intends to purchase 100% of Yijie Medical, which will enhance its capabilities in the field of interventional biomaterials [10] - HT Development is planning to acquire a controlling stake in Zhixueyun, which is expected to constitute a major asset restructuring [11]