HUA HONG SEMI(SH:688347) Shang Hai Zheng Quan Bao·2025-08-31 09:45Core Viewpoint - Huahong Company plans to acquire a 97.4988% stake in Huali Micro through a combination of share issuance and cash payment, aiming to eliminate industry competition and enhance profitability [1][3]. Group 1: Transaction Details - The transaction involves four parties: Huahong Group, Shanghai Integrated Circuit Fund, Big Fund Phase II, and Guotou Xian Dao Fund, with the share issuance price set at 43.34 yuan per share [1][2]. - The final transaction price for the target assets has not yet been determined, and the lock-up periods for the shares are 36 months for Huahong Group and 12 months for the other funds [1][2]. - The raised funds will be used for working capital, debt repayment, cash payment for the acquisition, project construction, and transaction-related fees, with a maximum of 25% of the acquisition price or 50% of the total raised funds allocated for working capital and debt repayment [2]. Group 2: Strategic Objectives - One of the main objectives of the acquisition is to eliminate competition between Huahong Company and Huali Micro, which operates the first fully automated 12-inch integrated circuit chip manufacturing line in mainland China [3]. - The acquisition will allow Huahong Company to integrate Huali Micro's 65/55nm and 40nm logic processes and specialty technology, effectively resolving competition issues and protecting the rights of all shareholders, especially minority shareholders [3]. Group 3: Financial Impact - Post-transaction, Huahong Company will add 38,000 pieces per month of 65/55nm and 40nm capacity, enhancing its asset scale and profitability [4]. - Financial projections for Huali Micro show revenues of 2.579 billion yuan, 4.988 billion yuan, and 2.466 billion yuan for the years 2023, 2024, and the first half of 2025, respectively, with net profits of -363 million yuan, 530 million yuan, and 344 million yuan [4]. Group 4: Operational Synergies - The transaction is expected to create synergies through resource integration and core technology sharing, leading to improvements in process optimization, yield enhancement, and innovation in device structures [5]. - Huahong Company aims to achieve integrated management and deep-level integration in internal management, process platforms, custom design, and supply chains, thereby enhancing market share and profitability through cost reduction and efficiency improvement [5].