Goke(SZ:300672) 梧桐树下V·2025-06-06 04:00Core Viewpoint - Hunan Guoke Microelectronics plans to acquire 94.366% of the shares of Zhongxin Integrated Circuit (Ningbo) Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [1][6] Group 1: Company Performance - Guoke Microelectronics has reported weak financial performance, with projected revenues of 4.231 billion yuan and 1.978 billion yuan for 2023 and 2024 respectively, and net profits of 40.98 million yuan and 11.55 million yuan, indicating a lack of profitability [2] - The company has experienced fluctuating net profit growth rates, with a significant decline of 36.74% in 2023 and a further drop of 48.18% in 2022 [3] Group 2: Target Company Overview - Zhongxin Ningbo, established in October 2016, is a leading semiconductor foundry specializing in custom chip manufacturing, with a registered capital of over 4.733 billion yuan [4] - The target company reported revenues of 213.24 million yuan, 453.80 million yuan, and 107.65 million yuan for 2023, 2024, and Q1 2025 respectively, but incurred substantial losses of 842.93 million yuan, 813.06 million yuan, and 150.01 million yuan during the same periods [4][5] Group 3: Transaction Details - The specific transaction price and the number of shares to be issued have not yet been determined, with the new share issuance price set at 57.01 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [6] - The transaction counterparties have committed to not selling their shares until the target company achieves profitability, with a minimum selling price set at the issuance price [7][8]