

Core Viewpoint - Tongye Technology plans to acquire 100% equity of Beijing Silin Semiconductor Technology Co., Ltd. for cash, which will make Silin a wholly-owned subsidiary if the transaction is successful [1][3]. Group 1: Acquisition Details - On August 18, Tongye Technology signed a "Share Acquisition Intent Agreement" with Silin and its shareholders [3]. - The acquisition is aimed at enhancing overall layout, expanding scale, and improving operational performance, with funding sourced from self-owned and raised funds [3]. - As of the signing date, the audit and asset evaluation of Silin have not been completed, and the transaction price is yet to be determined, with a preliminary valuation not exceeding 670 million yuan [3][4]. Group 2: Financial Performance and Commitments - Silin's projected revenues for 2023 and 2024 are 290 million yuan and 310 million yuan, respectively, with net profits of 29.5 million yuan and 30.89 million yuan [4]. - The parties involved have committed to a performance guarantee, ensuring that Silin achieves a cumulative net profit of no less than 160 million yuan from 2026 to 2028 [4]. Group 3: Share Transfer Agreement - In addition to the cash acquisition, Silin's shareholders will acquire a portion of Tongye Technology's shares, with a total of 14.444 million shares (10% of total equity) being transferred [5][6]. - After the transfer, the shareholders of Silin are expected to hold 10% of Tongye Technology [5]. Group 4: Strategic Implications - Silin specializes in power grid communication chips and modules, primarily serving large state-owned enterprises like the State Grid, indicating strong growth potential [6]. - Tongye Technology aims to leverage its advantages in the rail transit market to apply high-speed power line communication chip technology in rail transit power grid systems, significantly expanding its market [6]. - The acquisition is expected to enhance Tongye's technological edge in smart network control systems, thereby improving product competitiveness and establishing new growth drivers for the company's business development [6].