NSIG(SH:688126) Xin Lang Cai Jing·2025-08-29 05:09Core Viewpoint - The acquisition of minority stakes by Hu Silicon Industry is a strategic move to consolidate its position in the semiconductor silicon wafer industry, aiming for full ownership of the target companies and enhancing operational efficiency through synergies [2][3]. Group 1: Acquisition Strategy - Hu Silicon Industry is acquiring minority stakes in three companies, New Ascend Crystal Investment, New Ascend Crystal Technology, and New Ascend Crystal Intelligence, to achieve 100% ownership post-transaction [2]. - This acquisition is part of the company's strategic development, allowing for lower acquisition costs and better management integration of the target companies [2]. Group 2: Synergy and Operational Efficiency - The target companies will benefit from centralized procurement, flexible production task allocation, and collaborative R&D efforts with Hu Silicon Industry [3]. - Post-acquisition, the company plans to optimize governance structures, enhance market responsiveness, and improve decision-making efficiency [3]. Group 3: Financial Outlook - The target companies are expected to achieve profitability by 2026, with a projected gross margin of 8.5%, which is considered the breakeven point [4]. - Revenue growth is anticipated due to increased capacity utilization and a shift towards higher-priced 300mm silicon wafers, while unit costs are expected to decline [4]. Group 4: Transaction Structure and Investor Protection - The transaction involves a cash payment of 324 million yuan, with a total fundraising target of no more than 2.105 billion yuan to address funding gaps and enhance competitive strength [5]. - Investor protection measures have been established, including a 36-month lock-up period for new shares acquired by the transaction counterparties [5]. Group 5: Valuation Methodology - The valuation of New Ascend Crystal Investment was conducted using the asset-based approach, while New Ascend Crystal Technology and New Ascend Crystal Intelligence were evaluated using both asset-based and market approaches [6]. - The market approach was ultimately selected for its ability to reflect the market value of the target companies' equity accurately [6]. Group 6: Compliance and Reasonableness - The transition period losses of the target companies are in compliance with regulations and reflect the results of commercial negotiations [7]. - The selection of comparable companies for valuation is deemed reasonable, with the use of P/B and EV/total assets ratios aligning with industry practices [7].