Goke(300672) Zhong Guo Jing Ying Bao·2025-06-10 09:29Core Viewpoint - Guokewai (300672.SZ) is progressing with its acquisition of 94.37% of the shares of SMIC Integrated Circuit (Ningbo) Co., Ltd. to enhance its capabilities in the semiconductor industry and respond to national policies for domestic substitution in core components [2][10] Group 1: Acquisition Details - The acquisition will be executed through a combination of issuing shares and cash payments [2] - The transaction aims to establish a dual-driven model of "digital chip design + analog chip manufacturing" by gaining production capabilities in high-end filters and MEMS [2][4] - Guokewai acknowledges that SMIC Ningbo is currently experiencing losses, which may pose risks of consolidated losses in the short term [2][6] Group 2: Financial Performance of SMIC Ningbo - SMIC Ningbo's projected revenues for 2023 and 2024 are 213.2 million and 453.8 million respectively, reflecting a year-on-year growth of approximately 113% [6] - Despite revenue growth, SMIC Ningbo is expected to incur net losses of 813 million in 2024, slightly improving from a loss of 843 million in 2023 [6] - The company is in a capacity ramp-up phase, and its financial performance is under pressure due to high depreciation costs and suboptimal capacity utilization [6][7] Group 3: Strategic Synergies - The acquisition is expected to create synergies by combining Guokewai's digital chip expertise with SMIC Ningbo's strengths in RF front-end and MEMS manufacturing [5] - Guokewai aims to transition from a Fabless design model to a more integrated "chip design + wafer processing" approach, enhancing competitiveness [5] - The collaboration is anticipated to improve operational efficiency and strengthen market cooperation by providing comprehensive solutions to strategic clients [5] Group 4: Market Context and Opportunities - The market for RF filters, particularly in the context of domestic substitution, presents significant growth potential, with SMIC Ningbo being one of the few domestic manufacturers capable of producing high-end BAW filters [9][10] - Currently, foreign companies dominate the SAW and BAW filter markets, with domestic firms holding less than 5% market share in the high-frequency BAW filter segment [9] - The demand for domestic alternatives in the RF filter market is urgent, supported by national policies aimed at reducing reliance on foreign suppliers [9][10]