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芯联集成: 芯联集成电路制造股份有限公司发行股份及支付现金购买资产暨关联交易报告书(草案)摘要(上会稿)

Core Viewpoint - The company plans to acquire a 72.33% stake in ChipLink Yuezhou Integrated Circuit Manufacturing Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction value of approximately 589.66 million yuan [11]. Group 1: Transaction Overview - The transaction involves the acquisition of a controlling stake in ChipLink Yuezhou, which primarily engages in wafer foundry services in the power semiconductor sector [11]. - The transaction price is set at 589,661.33 thousand yuan, reflecting a premium of 132.77% over the assessed value of 815,200.00 thousand yuan [12]. - The company aims to enhance its production capacity and technological capabilities by integrating ChipLink Yuezhou's operations, which include advanced production lines for IGBT and silicon-based MOSFETs [14][15]. Group 2: Impact on Business Operations - The acquisition will allow the company to consolidate its management of 10,000 wafers per month from its parent company and 7,000 wafers per month from ChipLink Yuezhou, leading to improved operational efficiency [15]. - ChipLink Yuezhou is positioned to expand its production of SiC MOSFETs and high-voltage analog ICs, which are critical for the growing markets of electric vehicles and renewable energy [14][19]. - The company expects that ChipLink Yuezhou's advanced technology and production capabilities will enhance its competitive edge in the semiconductor industry, particularly in high-reliability applications [14][19]. Group 3: Financial Implications - Following the transaction, the company's total share capital will increase to 8,382,687,172 shares, with the issuance of 1,313,601,972 new shares [15]. - The acquisition is anticipated to improve the company's asset quality and financial condition in the long term, despite ChipLink Yuezhou currently operating at a loss due to high depreciation and R&D costs [19]. - The company projects that ChipLink Yuezhou will become a significant source of profit as its production volume increases and product structure optimizes [19].