券商中国·2025-06-05 23:21Core Viewpoint - The article discusses the acquisition plan of Guoke Microelectronics (国科微) to purchase 94.37% of the shares of Zhongxin Integrated Circuit (Ningbo) Co., Ltd. (中芯宁波), which is expected to enhance its capabilities in high-end filter and MEMS manufacturing, thereby creating a dual-driven system of "digital chip design + analog chip manufacturing" [1][2]. Group 1: Acquisition Details - The acquisition is anticipated to constitute a significant asset restructuring, with Guoke Micro expected to resume trading on June 6, 2025 [2]. - Zhongxin Ningbo is one of the few domestic wafer manufacturing companies capable of producing filters covering the SUB6G frequency band and has advanced BAW filter chip manufacturing technology [2][3]. - The filters produced by Zhongxin Ningbo have already been applied in flagship models of leading domestic mobile communication terminal companies, indicating a breakthrough in the filter manufacturing sector [3]. Group 2: Market Impact and Financials - The acquisition is expected to enhance Guoke Micro's market competitiveness by integrating resources and providing comprehensive solutions to shared customer bases in the communication chip sector [4]. - Financially, Zhongxin Ningbo has reported significant losses, with projected revenues of 213 million yuan and 454 million yuan for 2023 and 2024, respectively, and net losses of 843 million yuan and 813 million yuan [4]. - The industry expert notes that losses during the capacity ramp-up phase are normal for chip manufacturing companies, and improvements in financial metrics are expected as production stabilizes [4]. Group 3: Investor Protection Measures - The acquisition plan includes strict restrictions on share reduction for the transaction counterparties, ensuring the protection of minority investors' interests [5][6]. - The transaction counterparties are prohibited from reducing their holdings for three years, with specific conditions for potential reductions thereafter based on Zhongxin Ningbo's profitability [5]. - The voting process for the shareholders' meeting will exclude major shareholders, allowing minority investors to have a significant say in the decision-making process [6]. Group 4: Broader Market Context - The article highlights a trend of increasing acquisitions of unprofitable assets in the semiconductor sector, supported by recent regulatory changes aimed at promoting technological innovation and industrial upgrades [7][8]. - Examples of similar acquisitions include companies like Sireus and Jingrui Electric, which have also pursued unprofitable targets to enhance their technological capabilities and market positions [7][8].