Goke(SZ:300672) Xin Lang Cai Jing·2025-06-06 08:17Group 1 - The core viewpoint of the article is that the acquisition of unprofitable assets by listed companies, such as Guokewai's acquisition of 94.37% of Zhongxin Integrated Circuit (Ningbo) Co., is becoming more common due to supportive policies from the government [1][2] - Guokewai's acquisition aims to enhance its production capabilities in high-end filters and MEMS, establishing a dual-drive system of "digital chip design + analog chip manufacturing" [1] - The financial performance of Zhongxin Ningbo is concerning, 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 for the same years [1] Group 2 - The recent policy from the China Securities Regulatory Commission supports listed companies in acquiring unprofitable assets that can enhance technological capabilities and industry upgrades, allowing for more resource allocation towards new productive forces [2] - Previous cases of acquisitions of unprofitable assets include several companies, indicating a trend in the market despite the inherent risks associated with such acquisitions [2] - Guokewai's acquisition includes strict regulations on share reduction, with a three-year lock-up period for the selling shareholders, and conditions based on the profitability of Zhongxin Ningbo [3] Group 3 - The acquisition's share reduction rules are seen as reasonable, with a focus on performance and share price, ensuring that shareholders cannot reduce their holdings below the issuance price [3] - Suggestions for improvement include stricter rules on share reduction for unprofitable assets, emphasizing that shareholders should not be allowed to reduce their holdings if the acquired asset remains unprofitable, regardless of the investment duration [4] - Additionally, it is proposed that shareholders should only be allowed to reduce their holdings if the profits exceed the acquisition price, ensuring that the acquired assets are genuinely of high quality [4]