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Core Viewpoint - The company, Xinyuan Microelectronics, announced a major acquisition plan to purchase 97.0070% of the shares of Xinlai Zhihong Semiconductor Technology, aiming to enhance its capabilities in the semiconductor IP design sector and strengthen its market position in various applications including AI and IoT [1][3]. Group 1: Acquisition Details - The acquisition will be executed through a combination of issuing shares and cash payments to 31 parties, with the share price set at 106.66 yuan per share, which is 80% of the average trading price over the previous 20 trading days [1]. - The transaction is expected to constitute a significant asset restructuring but will not be classified as a related party transaction or a restructuring listing [1]. Group 2: Financial Performance of Xinlai Technology - Xinlai Technology reported revenues of 69.46 million yuan, 77.95 million yuan, and 6.16 million yuan for 2023, 2024, and the first three months of 2025, respectively, with net losses of 31.79 million yuan, 44.02 million yuan, and 21.16 million yuan during the same periods [4]. - The company has a high gross margin exceeding 90% for its semiconductor IP licensing services, but has not yet achieved profitability due to significant R&D investments and employee stock incentive programs [4]. Group 3: Synergies and Market Position - The acquisition is expected to create strong synergies between Xinlai Technology and Xinyuan Microelectronics, enhancing the latter's capabilities in providing comprehensive chip customization services and semiconductor IP licensing [6]. - The transaction aims to improve the company's core processor IP and CPU IP stack, thereby increasing its competitiveness in the AI ASIC design market [6]. Group 4: Current Challenges - Despite the acquisition, Xinyuan Microelectronics has faced declining financial performance, with revenues of 2.679 billion yuan, 2.338 billion yuan, and 2.322 billion yuan from 2022 to 2024, and a net profit decline [7]. - The company reported a total revenue of 974 million yuan in the first half of 2025, a year-on-year increase of 4.49%, but still incurred a net loss of 320 million yuan [7][8].