重大资产重组草案出炉！拟切入芯片赛道

Core Viewpoint - Tongye Technology plans to acquire 91.69% of Beijing Siling Semiconductor Technology Co., Ltd. for approximately 561 million yuan, marking a significant asset restructuring [2][5]. Group 1: Acquisition Details - The acquisition price for 91.69% of Siling Semiconductor is about 561 million yuan [2]. - The initial plan was to acquire 100% of Siling Semiconductor, but it was adjusted to 91.69% after negotiations with stakeholders [4][5]. - The transaction involves the transfer of 6% of Tongye Technology's shares from its controlling shareholders to Siling Semiconductor's actual controller [7]. Group 2: Business Focus and Synergies - Siling Semiconductor specializes in the research, design, and sales of power IoT communication chips, including high-speed power line carrier communication chips and modules [9]. - After the acquisition, Tongye Technology will enter the power IoT communication chip sector, leveraging its existing advantages in the rail transit market [10]. - The integration of both companies' technologies and marketing strategies is expected to enhance market efficiency and competitiveness in both rail transit and power IoT sectors [11]. Group 3: Financial Performance and Commitments - For the first three quarters of 2025, Tongye Technology reported revenues of approximately 294 million yuan, a year-on-year increase of 11.97%, but a net profit decline of 15.56% to about 26.61 million yuan [10]. - The acquisition includes a profit commitment from Siling Semiconductor, ensuring a cumulative net profit of no less than 175 million yuan for the years 2026, 2027, and 2028 [11].