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]

Core Viewpoint - The article discusses the acquisition plan of Guoke Microelectronics (国科微) to purchase 94.37% of the shares of Zhongxin Integrated Circuit (Ningbo) Co., Ltd. (中芯宁波), which is expected to enhance its capabilities in high-end filter and MEMS manufacturing, thereby creating a dual-driven system of "digital chip design + analog chip manufacturing" [1][2]. Group 1: Acquisition Details - The acquisition is anticipated to constitute a significant asset restructuring, with Guoke Micro expected to resume trading on June 6, 2025 [2]. - Zhongxin Ningbo is one of the few domestic wafer manufacturing companies capable of producing filters covering the SUB6G frequency band and has advanced BAW filter chip manufacturing technology [2][3]. - The filters produced by Zhongxin Ningbo have already been applied in flagship models of leading domestic mobile communication terminal companies, indicating a breakthrough in the filter manufacturing sector [3]. Group 2: Market Impact and Financials - The acquisition is expected to enhance Guoke Micro's market competitiveness by integrating resources and providing comprehensive solutions to shared customer bases in the communication chip sector [4]. - Financially, Zhongxin Ningbo has reported significant losses, with projected revenues of 213 million yuan and 454 million yuan for 2023 and 2024, respectively, and net losses of 843 million yuan and 813 million yuan [4]. - The industry expert notes that losses during the capacity ramp-up phase are normal for chip manufacturing companies, and improvements in financial metrics are expected as production stabilizes [4]. Group 3: Investor Protection Measures - The acquisition plan includes strict restrictions on share reduction for the transaction counterparties, ensuring the protection of minority investors' interests [5][6]. - The transaction counterparties are prohibited from reducing their holdings for three years, with specific conditions for potential reductions thereafter based on Zhongxin Ningbo's profitability [5]. - The voting process for the shareholders' meeting will exclude major shareholders, allowing minority investors to have a significant say in the decision-making process [6]. Group 4: Broader Market Context - The article highlights a trend of increasing acquisitions of unprofitable assets in the semiconductor sector, supported by recent regulatory changes aimed at promoting technological innovation and industrial upgrades [7][8]. - Examples of similar acquisitions include companies like Sireus and Jingrui Electric, which have also pursued unprofitable targets to enhance their technological capabilities and market positions [7][8].

Market Overview - US stock markets experienced a collective decline, with the Dow Jones down 0.25%, Nasdaq down 0.83%, and S&P 500 down 0.53%. Notably, Tesla's stock plummeted 14.26%, resulting in a market value loss exceeding $152.5 billion (approximately ¥1.09 trillion) [2] - International oil prices saw an increase, with WTI crude oil rising 0.64% to $63.25 per barrel and Brent crude oil up 0.66% to $65.29 per barrel [3] - European stock indices showed mixed results, with Germany's DAX up 0.19%, France's CAC40 down 0.18%, and the UK's FTSE 100 up 0.11% [5] Corporate Developments - Circle, a major player in the stablecoin market, saw its stock surge 168.48% on its first day of trading, closing at $83.23, with a market capitalization exceeding $18 billion [15] - Huawei announced the launch of its Pura 80 series smartphones, which have garnered significant consumer interest, with over 40,000 reservations within hours of opening [16][17] - Canada Goose appointed Celine Xie as the new president for its China operations, aiming to enhance its market presence in the region [22][23] Regulatory and Policy Updates - The Chinese Ministry of Commerce criticized the US for raising tariffs on steel and aluminum products from 25% to 50%, labeling it as unilateralism and protectionism [8] - The Chinese government announced plans to conduct the fourth national agricultural census in 2026, as part of its statistical and agricultural development efforts [7] Industry Insights - The Chinese government is establishing ten national data element comprehensive pilot zones to promote the integration of the real economy and digital economy [8] - The National Medical Insurance Administration is revising the credit evaluation system for drug pricing and procurement to combat corruption and improve market integrity [10] Stock Market Movements - Notable stock movements included a significant drop in Tesla's stock price, while several Chinese concept stocks saw gains, with the Nasdaq China Golden Dragon Index up 0.54% [2][29] - The latest data showed that the Chinese yuan's exchange rate against the US dollar was 7.1865, reflecting a decrease of 21 basis points [31]

Group 1 - The core point of the article is that Guokewai (SZ300672) announced a major asset restructuring plan involving the acquisition of Zhongxin Integrated Circuit (Ningbo) Co., Ltd., which has incurred significant losses in recent years [2][5] - The acquisition aims to enhance Guokewai's capabilities in the specialized semiconductor wafer foundry and customized chip manufacturing sectors, particularly in the high-end BAW filter technology [9][11] - Zhongxin Ningbo is recognized as a leading domestic enterprise in specialized semiconductor wafer foundry, focusing on RF front-end, MEMS, and high-voltage analog devices [3][9] Group 2 - Zhongxin Ningbo has reported cumulative losses exceeding 1.6 billion yuan (approximately 16 million) for 2023 and 2024, with net profits of approximately -840 million yuan and -810 million yuan respectively [5][6] - The acquisition includes a unique lock-up period of 120 months for the shares received by the transaction counterparties, contingent upon Zhongxin Ningbo achieving positive net profits [6][7] - The transaction price for the acquisition has not yet been determined [7] Group 3 - The domestic market for RF filters is significant, with China accounting for nearly 30% of the global market, yet local companies hold less than 5% of the BAW filter market [8] - The acquisition is strategically aimed at breaking the monopoly of foreign companies like Broadcom and Qorvo in the BAW filter sector, which currently dominate the market [8][9] - Zhongxin Ningbo has developed proprietary BAW filter structures that bypass foreign patent barriers, enabling domestic production and reducing reliance on overseas suppliers [11]

Core Viewpoint - Guokewai (300672.SZ) plans to acquire 94.366% equity of Zhongxin Integrated Circuit (Ningbo) Co., Ltd., enhancing its asset scale and business strength, while addressing the domestic communication chip industry's reliance on foreign suppliers [1][5][8] Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments, with Zhongxin Ningbo's total assets projected at 4.314 billion yuan and revenue at 454 million yuan by the end of 2024 [1] - Zhongxin Ningbo is one of the few domestic wafer manufacturing companies capable of producing filters covering the SUB6G frequency band, possessing advanced BAW filter manufacturing technology [1][5] Group 2: Market Context - The domestic M&A market has been active since 2025, with significant asset restructuring transactions exceeding 200 billion yuan, marking a shift towards quality enhancement in the capital market [3] - The "Six Merger Guidelines" issued by the China Securities Regulatory Commission aim to support the acquisition of upstream and downstream assets, enhancing the quality of A-share capital markets [3][4] Group 3: Strategic Partnerships - Zhongxin Ningbo has established a comprehensive strategic partnership with a leading domestic mobile communication terminal company, ensuring stable supply and production of high-end filter products [6] - The partnership includes a long-term supply framework agreement, allowing the partner company to prioritize purchasing filters manufactured by Zhongxin Ningbo [6] Group 4: Operational Synergies - The acquisition will enable Guokewai to develop capabilities in high-end filters and MEMS, creating a dual-driven system of digital chip design and analog chip manufacturing [7] - The collaboration will enhance supply chain management, technology development, and operational efficiency, improving overall performance and cost control [7] Group 5: Strategic Importance - This acquisition is a key move to seize policy opportunities and align with national strategies, filling technological gaps and preventing quality assets from flowing to other capital markets [8] - Successful execution of this transaction could attract more high-quality unprofitable projects to consider A-share market listings, reinforcing the domestic capital market's appeal [8]

Group 1 - Semiconductor Manufacturing International Corporation (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 plans to raise matching funds by issuing stocks to no more than 35 qualified investors. This transaction is expected to constitute a major asset restructuring [1] - Following the transaction, Guoke Micro aims to enhance its production capabilities in high-end filters and MEMS, establishing a dual-driven system of "digital chip design + analog chip manufacturing" [1] Group 2 - Guoke Micro's main business includes smart vision and ultra-high-definition smart display sectors. According to its 2024 annual report, the sales revenue from its smart vision series chip products reached 946 million yuan, accounting for 47.84% of total revenue [4] - In 2024, Guoke Micro's performance was pressured by slowing market demand and intensified industry competition. In the first quarter of the year, the company reported a revenue of 305 million yuan, a year-on-year decrease of 10%, while net profit increased by 25% to 51.51 million yuan [4] - Guoke Micro is one of the few suppliers with a full range of products supporting the HarmonyOS chip and solutions. The GK67 series commercial display chips launched in 2024 are compatible with the Harmony ecosystem and have passed Harmony 4.0 compatibility certification, with Harmony 5.0 currently under development [4]

6月5日晚，集成电路设计企业国科微（300672）披露重组预案，拟通过发行股份及支付现金等方式购买 中芯集成电路(宁波)有限公司(简称中芯宁波)94.37%的股权。 市场预期，国科微作为芯片设计企业，通过本次收购可具备晶圆制造能力，加强在产业链更广泛的能力 基础。在通信芯片领域，中芯宁波的滤波器产品和国科微的WiFi芯片产品面向共同的客户群体，两家 公司可以共同为客户提供一揽子解决方案。同时，本次交易将有助于促进双方市场与客户资源融合，提 升上市公司市场竞争力，共同推动加强与战略客户的全面合作关系。 预案显示，由于中芯宁波处在产能爬坡期，产品结构、工艺优化及产能利用率未达到最佳状态，业绩尚 未实现盈利。 从财务数据来看，中芯宁波近几年亏损金额仍较大。2023年、2024年度营业收入分别为2.13亿元、4.54 亿元，净利润分别为-8.43亿元、-8.13亿元。 上述芯片行业业内人士分析，芯片制造企业因资产规模较大，产能爬坡期间需正常计提折旧，亏损属正 常现象，随着产能稳步释放及折旧结束，毛利率等财务指标有望显著改善。 值得注意的是，中芯宁波与国内头部移动终端企业已就滤波器产品签署战略合作框架协议。根据协议， ...

Core Viewpoint - Hunan Guoke Microelectronics Co., Ltd. plans to acquire a 94.366% stake in SMIC (Ningbo) Co., Ltd. through a combination of issuing shares and cash payments, while also raising matching funds from no more than 35 qualified specific investors [1][2]. Group 1 - The company intends to purchase equity from multiple investment entities, including Ningbo Yongxin Integrated Circuit Equity Investment Co., Ltd. and others [1]. - The acquisition is part of a broader strategy to enhance the company's position in the semiconductor industry [2]. - The company will not convene a shareholders' meeting until the related audit and evaluation work is completed [2].

证券代码：300672 证券简称：国科微 公告编号：2025-046 湖南国科微电子股份有限公司 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"）第四届董事会第七次会 议于 2025 年 6 月 5 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 5 月 30 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，其中周士兵先生、孟庆一先生、徐泽兵先生、荆继武 先生、何红渠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。 关联交易符合相关法律法规规定条件的议案》 公司拟通过发行股份及支付现金 ...