净利连降的紫光国微拟关联收购瑞能半导 标的2024业绩降

Core Viewpoint - Unisoc plans to acquire 100% equity of Ruin Semiconductor through a combination of issuing shares and cash payment, making Ruin a wholly-owned subsidiary after the transaction [1] Group 1: Transaction Details - The transaction involves 14 counterparties, including Nanchang Jianen, Beijing Guangmeng, and Tianjin Ruixin, who collectively hold 100% of Ruin Semiconductor [1] - The final transaction price will be determined based on an evaluation by a qualified asset appraisal agency, as per the Securities Law [1] - Unisoc intends to raise funds through a private placement to no more than 35 specific investors, with the total amount not exceeding 100% of the transaction price [1][2] Group 2: Fund Utilization - The raised funds will be used for cash consideration, intermediary fees, taxes, project construction, loan repayment, and working capital, with a cap of 25% of the transaction price for debt repayment and working capital [2] - If the fundraising does not meet expectations, the company will cover the shortfall through its own or self-raised funds [2] Group 3: Related Party Transactions - The transaction constitutes a related party transaction, as the counterparties hold a combined 71.11% stake in Ruin Semiconductor [2][3] - The indirect controlling shareholder of Unisoc, New Ziguang Group, has connections to Ruin Semiconductor's board, indicating potential conflicts of interest [3] Group 4: Company Background - Unisoc is a major integrated circuit company in China, focusing on special integrated circuits and smart security chips, while also expanding into quartz crystal frequency devices [4] - Ruin Semiconductor specializes in power semiconductor products, including thyristors and silicon carbide devices, which are used in various industries such as consumer electronics and renewable energy [5] Group 5: Financial Performance - Ruin Semiconductor's projected revenues for 2023, 2024, and the first half of 2025 are 832.71 million, 785.73 million, and 440.99 million respectively, with net profits of 101.46 million, 20.36 million, and 30.32 million [5] - Unisoc's revenue for 2022, 2023, 2024, and the first three quarters of 2025 are 7.12 billion, 7.58 billion, 5.51 billion, and 4.90 billion respectively, with net profits of 2.63 billion, 2.53 billion, 1.18 billion, and 1.26 billion [6]