如果您希望可以时常见面，欢迎标星收藏哦~ 来源：内容来着半导体芯闻综合 。 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。 通过本次交易，公司将具备在高端滤波器、MEMS等特种工艺代工领域的生产制造能力，构建"数 字芯片设计+模拟芯片制造"的双轮驱动体系。本次交易预计构成重大资产重组。公司股票将于 2025年6月6日开市起复牌。 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。 根据重组预案，并购标的中芯宁波是国内少数可以提供覆盖SUB6G全频段、全工艺滤波器的晶圆 制造企业，掌握高端BAW滤波器芯片制造技术；标的公司生产的滤波器产品已应用于国内某头部 移动通讯终端企业的旗舰机型。 资料显示，国科微此前主要以Fabless模式，专注超高清智能显示、智能视觉、人工智能、汽车电 子、物联网、固态存储等领域的大规模芯片设计及整体解决方案开发。产品方面，推出 ...

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, a leading domestic semiconductor foundry, to break the overseas monopoly in the high-end filter market [5][6]. - The acquisition is expected to enhance the company's capabilities in chip design and manufacturing, particularly in high-end filters, which are crucial for communication technologies [10][12]. - The company is focusing on an "ALL IN AI" strategy, aiming to develop AI SoCs and expand into automotive and wireless sectors, which aligns with industry trends [10][11]. Summary by Sections Company Overview - Guoke Microelectronics specializes in chip design and is a leading provider of solutions in AI, multimedia, automotive electronics, IoT, and data storage [10]. - The acquisition of Zhongxin Ningbo will allow Guoke to integrate the entire supply chain from chip design to wafer processing, enhancing its competitive edge [12]. Market Position - Zhongxin Ningbo is positioned to disrupt the high-end filter market, currently dominated by foreign companies like Murata and Broadcom, which hold significant market shares [6][7]. - The company has established long-term supply agreements with major domestic mobile communication terminal manufacturers, ensuring stable revenue streams [8]. Financial Projections - Revenue for Guoke Microelectronics is projected to decline in 2024 but is expected to recover with a compound annual growth rate (CAGR) driven by AI SoC growth [13]. - The forecasted net profit for 2025, 2026, and 2027 is estimated at 137 million, 204 million, and 257 million CNY respectively, reflecting a significant increase from previous estimates [13][15]. Valuation Metrics - The report provides a detailed financial outlook, including revenue growth rates and profit margins, indicating a strategic shift towards higher-margin AI products [15][18]. - The company's P/E ratio is projected to decrease from 183 in 2023 to 68 by 2027, suggesting improved valuation as the business scales [19].

正因为有了上述政策的出台，一些未盈利资产在贴上"优质"标签后，就进入了上市公司收购的目标。实 际上，在国科微并购案之前，市场上就有多起收购未盈利资产的并购案。如思瑞浦收购创芯微、芯联集 成收购芯联越州少数股权、捷捷微电收购捷捷南通、赛力斯收购龙盛新能源、阳谷华泰收购波米科技、 晶瑞电材收购湖北晶瑞等，都属于收购未盈利资产。 不过，尽管未盈利资产贴上了"优质"的标签，但收购未盈利资产终归还是一件很让市场敏感的事情。除 了资产的质量令人担忧之外，还涉及到收购未盈利资产所发行股份的减持套现问题。从国科微并购案来 看，对于后者显然进行了一次有益的探索。 从国科微并购案的预案来看，本次交易方案对于相关减持限制较为严格。重组预案明确规定，交易对方 三年内不减持其持有的上市公司股份。三年届满后，若中芯宁波实现盈利，交易对方可以依规减持其持 有股份；若中芯宁波未实现盈利，则交易对方投资期限未超过十年的仍不减持，超过十年的可以减持 50%持有股份，后续待中芯宁波盈利后，方可减持剩余股份。同时，减持价格不得低于本次发行价。 在当下管理层鼓励上市公司并购重组的背景下，国科微并购案的出现并不令人意外。 6月5日晚，集成电路设计企业国 ...

Investment Rating - The report maintains a "Buy" rating for the company, expecting a price increase of over 15% in the next 6-12 months [5][10]. Core Views - The company is transitioning to an IDM model, integrating chip design and wafer manufacturing, which will enhance its product offerings in high-demand sectors such as AI, automotive electronics, and IoT [3][4]. - The acquisition of a majority stake in Zhongxin Ningbo will enable the company to expand its capabilities in high-end filter and MEMS manufacturing, addressing the growing demand for RF front-end components in 5G devices [4]. Summary by Sections Performance Review - On June 5, 2025, the company announced a plan to acquire 94.366% of Zhongxin Ningbo's shares through a combination of stock issuance and cash payment, along with raising supporting funds from up to 35 qualified investors [2]. Operational Analysis - The company previously operated under a Fabless model, focusing on providing chip solutions for various applications. The acquisition will allow it to produce specialized components, thereby broadening its market reach [3]. Acquisition Strategy - Zhongxin Ningbo is recognized as a leading domestic semiconductor foundry with unique capabilities in filter manufacturing and MEMS technology, which will significantly enhance the company's product portfolio and market position [4]. Financial Forecast and Valuation - The projected net profits for 2025-2027 are 129 million, 221 million, and 309 million RMB, respectively, with corresponding EPS of 0.60, 1.02, and 1.42 RMB [5][7].

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].

Core Viewpoint - The company Guokewai plans to acquire 94.366% of the shares of Zhongxin Integrated Circuit (Ningbo) Co., Ltd. through a combination of share issuance and cash payment, aiming to enhance its product matrix and service categories in the semiconductor industry [1][2] Group 1: Acquisition Details - The acquisition involves Zhongxin Ningbo, established in 2016, which is a key joint venture within the Zhongxin International Group, focusing on specialized semiconductor manufacturing technologies [1] - The shareholders of Zhongxin Ningbo include local state-owned enterprises from Ningbo, indicating strong local support for the transaction [1] Group 2: Financial Performance - As of the first quarter of this year, Zhongxin Ningbo reported total assets of 4.518 billion yuan and equity of 1.567 billion yuan, but has faced significant losses, with a projected net profit of -813 million yuan for 2024 and a loss of 150 million yuan in the first quarter of 2025 [2] - The acquisition is expected to enhance the company's competitiveness in the analog chip market and open new growth opportunities [2] Group 3: Market Reaction and Restrictions - The market reacted positively to the acquisition announcement, with Guokewai's stock price initially rising over 18%, reaching a market capitalization of 20 billion yuan [2] - The transaction includes strict restrictions on share reduction by the sellers for three years, ensuring stability in the company's shareholding structure post-acquisition [2]

Core Viewpoint - Hunan Guoke Microelectronics Co., Ltd. plans to acquire 94.366% stake in SMIC Integrated Circuit (Ningbo) Co., Ltd. to accelerate its transformation from chip design to a full industry chain capability of "chip design + wafer processing" [1][4] Group 1: Transaction Details - The acquisition will be executed through issuing shares and cash payments to 11 counterparties, including Ningbo Yongxin and others, with a share price set at 57.01 yuan per share [3][5] - The transaction is expected to constitute a major asset restructuring as per the regulations, but it will not lead to a restructuring listing [5][10] - The transaction involves a strict three-year lock-up period for the selling parties regarding their shares in the listed company [11] Group 2: Strategic Background - The acquisition is a response to the increasing international trade tensions, aiming to enhance China's self-sufficiency in the integrated circuit industry [6] - China is the largest consumer market for RF filters, holding nearly 30% of the global market, yet local companies have less than 5% market share in the 5G high-frequency BAW filter segment [6] Group 3: Business Expansion - Prior to the acquisition, Guoke Micro focused on chip design and operated under a Fabless model, providing solutions in AI, multimedia, automotive electronics, IoT, and data storage [8] - The acquisition aims to enrich the product matrix and service categories, enhancing capabilities in high-end filters and MEMS manufacturing [9] Group 4: Financial Implications - Post-transaction, the company's asset scale and business strength are expected to increase, although the acquired company has reported significant losses [10] - Guoke Micro's Q1 revenue was 305 million yuan, a year-on-year decrease of 10.89%, while net profit increased by 25% to 51.51 million yuan [10]

Market Overview - The A-share market experienced slight fluctuations with the Shanghai Composite Index down by 0.06% to 3382.11, the Shenzhen Component down by 0.18% to 10185.34, and the ChiNext Index down by 0.48% to 2038.87 [2][3] - The total market turnover reached 763.1 billion CNY, with 2223 stocks rising, 275 unchanged, and 2914 declining [3] Sector Performance - The sectors of non-ferrous metals, telecommunications, and petrochemicals saw significant gains, while the new consumption sector, including pet economy, ice and snow tourism, and medical beauty, performed poorly [4] - The Hainan Free Trade Port concept surged, with stocks like Hainan Ruize, Hainan Expressway, and Luoniushan hitting the daily limit [12][18] Key Concepts and Stocks - The storage chip concept stocks rose sharply, with major players like Daway Co. and Haoshanghao hitting the daily limit, and Guokewi increasing by over 12% [8][9] - The "East Data West Computing" initiative and related sectors such as IDC, cloud computing, and AI computing saw collective gains, with stocks like Zhongcheng Technology and Nanling Technology nearing their daily limit [10][11] Hainan Free Trade Port Developments - The State Council approved the Hainan provincial government to approve land use matters, supporting the construction of the Hainan Free Trade Port, which is expected to create strategic opportunities [18] - The Hainan Free Trade Port is approaching a critical milestone with the 2025 deadline for "closure" as outlined in the overall plan [18] Football Concept Decline - The previously hot "Sichuan Super" concept stocks cooled down, with Jinling Sports experiencing a significant drop of 12.9% [19][22] - The football concept index fell by 2.82%, indicating a broader decline in related stocks [23]

Core Viewpoint - Hunan Guoke Microelectronics plans to acquire 94.366% of the shares of Zhongxin Integrated Circuit (Ningbo) Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [1][6] Group 1: Company Performance - Guoke Microelectronics has reported weak financial performance, with projected revenues of 4.231 billion yuan and 1.978 billion yuan for 2023 and 2024 respectively, and net profits of 40.98 million yuan and 11.55 million yuan, indicating a lack of profitability [2] - The company has experienced fluctuating net profit growth rates, with a significant decline of 36.74% in 2023 and a further drop of 48.18% in 2022 [3] Group 2: Target Company Overview - Zhongxin Ningbo, established in October 2016, is a leading semiconductor foundry specializing in custom chip manufacturing, with a registered capital of over 4.733 billion yuan [4] - The target company reported revenues of 213.24 million yuan, 453.80 million yuan, and 107.65 million yuan for 2023, 2024, and Q1 2025 respectively, but incurred substantial losses of 842.93 million yuan, 813.06 million yuan, and 150.01 million yuan during the same periods [4][5] Group 3: Transaction Details - The specific transaction price and the number of shares to be issued have not yet been determined, with the new share issuance price set at 57.01 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [6] - The transaction counterparties have committed to not selling their shares until the target company achieves profitability, with a minimum selling price set at the issuance price [7][8]