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 ...

Group 1: Industry Trends - The U.S. has extended the tariff exemption on Chinese GPU and motherboard imports until August 31, 2025, delaying potential price increases for these components [7] - The global semiconductor market is projected to reach $700.9 billion by 2025, with an expected growth rate of 11.2% [8][11] - The DRAM market is experiencing high prices, which may suppress procurement demand in certain sectors [15] Group 2: Company Developments - Guokai Microelectronics plans to acquire a 94.366% stake in Zhongxin Ningbo, enhancing its capabilities in high-end filter and MEMS manufacturing [9] - STMicroelectronics announced a layoff of 5,000 employees over the next three years, including 2,800 positions previously announced [10] - Broadcom reported a record Q2 revenue of $15 billion, with AI chip revenue exceeding $4.4 billion, marking a 46% year-over-year increase [11] Group 3: Market Dynamics - The global semiconductor equipment market saw a significant decline in sales in China, dropping 18% to $10.26 billion, while Taiwan's market surged by 200% [8] - The first quarter of 2025 saw a 1.6% year-over-year decline in global PC GPU shipments, totaling 68.8 million units [17] - The smartphone market in Latin America experienced a 4% decline in Q1 2025, ending a six-quarter growth streak [18]

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]

Group 1 - Qi Xiangdong, chairman of Qi Anxin, highlighted the severe internal competition in the cybersecurity industry, stating that software development can take years and cost billions, yet the costs remain invisible during bidding processes, leading to destructive price wars [1][2] - Qi called for government intervention to improve the business environment for the software industry and promote healthy development [1] Group 2 - Wang Ziru expressed gratitude towards Dong Mingzhu and Lei Jun for their encouragement and support at different times, which helped him maintain his ideals [3] Group 3 - Xizi Elevator announced the passing of its chairman and general manager, Liu Wenchao, who died at the age of 54 [4] Group 4 - Amazon announced layoffs in its book department, affecting fewer than 100 employees, as part of efforts to improve efficiency and streamline operations [5] Group 5 - Indonesia is evaluating the feasibility of purchasing Chinese-made J-10 fighter jets to enhance its air force's modernization while considering cost-effectiveness [6] - The performance of the J-10 in the India-Pakistan conflict is a significant factor in Indonesia's consideration [6] Group 6 - XPeng Motors launched the "Chasing Light Panorama" AR-HUD system, developed in collaboration with Huawei, featuring an 87-inch display and supporting multiple driving scenarios [7] - The system aims to enhance driving safety and user experience through advanced imaging technology [7] Group 7 - Elon Musk announced that Tesla's next-generation AI chip, Dojo 2, will be launched later this year, indicating progress in AI training technology [8] Group 8 - Trump Media & Technology Group submitted an application for a Bitcoin ETF, aiming to list it on the New York Stock Exchange, which will directly hold Bitcoin and reflect its price performance [9] - The ETF's approval process is expected to conclude by early next year [9] Group 9 - Semiconductor Manufacturing International Corporation (SMIC) announced plans to sell a 14.832% stake in its Ningbo subsidiary to Hunan Guoke Microelectronics [10] Group 10 - The National Health Commission of China announced plans to promote painless childbirth services across medical institutions, aiming for comprehensive availability by 2027 [12][13]

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].

Core Viewpoint - Guoke Microelectronics plans to acquire 94.366% of the shares of SMIC Ningbo to enhance its capabilities in analog chip manufacturing, aiming to create a dual-driven system of digital chip design and analog chip manufacturing [1][3] Group 1: Acquisition Details - Guoke Microelectronics intends to purchase the shares at a price of 57.01 yuan per share, using a combination of stock issuance and cash payments to 11 parties, including Ningbo Yongxin and SMIC Holdings [2] - The acquisition will result in SMIC Holdings no longer holding shares in SMIC Ningbo after the transaction is completed [2] - The audit and evaluation of SMIC Ningbo are still ongoing, and the valuation of the target assets and transaction price has not yet been determined [2] Group 2: Business Operations - Before the acquisition, Guoke Microelectronics was engaged in chip design and development, primarily operating under a Fabless model, with applications in various fields such as AI, multimedia, automotive electronics, and IoT [2] - SMIC Ningbo specializes in wafer foundry and packaging testing for RF front-end, MEMS, and high-voltage analog devices, with production lines for SAW and BAW filters [2] Group 3: Financial Impact - Post-acquisition, Guoke Microelectronics will enhance its production capabilities in high-end filters and MEMS, expanding its market presence in smartphones and smart connected vehicles [3] - SMIC Ningbo is currently in a capacity ramp-up phase, leading to significant losses during the reporting period, which will affect Guoke Microelectronics' consolidated net profit [4] - For 2023 and 2024, SMIC Ningbo's projected revenues are 213 million yuan and 454 million yuan, respectively, with net losses of 843 million yuan and 813 million yuan [4] Group 4: Management and Future Plans - SMIC Ningbo has experienced management turmoil, with former executives facing legal issues related to financial misconduct [5] - Guoke Microelectronics plans to optimize product structure and introduce high-quality customer orders following the acquisition, aiming for improved financial performance as production capacity stabilizes [5] Group 5: Market Context - The domestic market for RF filters is underdeveloped, with local companies holding less than 5% market share in the 5G high-frequency BAW filter segment [7] - The demand for RF front-end devices is increasing with the ongoing commercialization of 5G and the acceleration of 6G technology development, presenting significant market opportunities [7] - SMIC Ningbo possesses unique capabilities in providing a full range of products covering SUB6G frequencies and has made breakthroughs in MEMS manufacturing technology [7][8]