Zheng Quan Shi Bao Wang·2025-06-06 11:19Core 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]