21世纪经济报道·2025-06-11 00:13Core Viewpoint - The article discusses the merger plan between Haiguang Information and Zhongke Shuguang, highlighting the strategic significance and financial implications of the transaction, which is a rare consolidation in the computing power sector [1][10][11]. Summary by Sections Merger Announcement - Haiguang Information (688041.SH) has revealed its plan to absorb Zhongke Shuguang (603019.SH) through a stock swap after a 10-day trading suspension [1]. - Both companies resumed trading on June 10, with Zhongke Shuguang hitting a daily limit up at 68.09 CNY per share, while Haiguang Information rose by 4.3% to 141.98 CNY per share [2][3]. Financial Details - The stock swap ratio is set at 1:0.5525, resulting in Haiguang Information issuing approximately 808 million new shares [17]. - The swap price for Haiguang Information is set at 143.46 CNY per share, while Zhongke Shuguang's price is 79.26 CNY per share, reflecting a 10% premium [13]. - Cash options for dissenting shareholders are priced at 61.9 CNY for Zhongke Shuguang and 136.13 CNY for Haiguang Information [13][14]. Shareholder Options - Dissenting shareholders will have the option to choose between cash and stock, with the cash option priced at 78%-95% of the swap price [14][15]. - The design of the transaction aims to encourage shareholders to opt for stock rather than cash, thereby alleviating the company's cash flow pressure [4][11]. Post-Merger Structure - After the merger, Zhongke Shuguang will be delisted, and all its assets and liabilities will be inherited by Haiguang Information, which will not have a controlling shareholder [5][20]. - The new ownership structure will include a mix of stakeholders from the Chinese Academy of Sciences, Chengdu state-owned assets, employee stock ownership, and market investors [6][20]. Strategic Implications - The merger is expected to enhance technological synergies and strengthen the competitive position of both companies in the information industry [10][21]. - The combined entity is projected to cover the entire industry chain from chip design to cloud computing services, potentially exceeding a market capitalization of 400 billion CNY [21].