Goke(SZ:300672) Zhong Guo Ji Jin Bao·2025-06-06 05:39Core 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]