Core Viewpoint - The company is planning a share issuance and cash payment to acquire assets and raise supporting funds, which involves a related party transaction and aims to enhance its operational capacity and market position in the semiconductor industry [1][9][12]. Transaction Overview - The transaction involves the issuance of shares and cash payment to acquire 97.4988% equity of Huali Micro from four parties, including Huahong Group and Shanghai Integrated Circuit Fund [54]. - The company aims to raise supporting funds not exceeding 100% of the transaction price through a share issuance to no more than 35 specific investors [56]. Nature of the Transaction - The transaction is expected not to constitute a major asset restructuring as the audit and evaluation work is incomplete, and the asset valuation is yet to be determined [12][57]. - It is anticipated that the transaction will constitute a related party transaction due to the involvement of Huahong Group, the indirect controlling shareholder [12][58]. Impact on the Company - The transaction is expected to enhance the company's asset quality and operational capabilities by integrating Huali Micro's technology and production capacity, particularly in the 65/55nm and 40nm process nodes [46][49]. - The company will gain an additional 38,000 wafers per month in production capacity, which is projected to improve its market position and profitability [47][51]. Regulatory and Approval Process - The transaction has undergone necessary internal approvals, including the board's approval, and will require further approvals from shareholders and regulatory bodies [18][57]. - The completion of the transaction is contingent upon the successful completion of asset audits and evaluations, as well as obtaining necessary regulatory approvals [18][60]. Commitment to Shareholder Interests - The company has committed to protecting minority shareholders' interests by ensuring fair pricing and transparent decision-making processes throughout the transaction [22][26]. - The company will provide timely disclosures regarding the transaction's progress and any potential impacts on shareholder value [22][29].
华虹半导体有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易预案（摘要）