Core Viewpoint - Suzhou Su Da Wei Ge Technology Group Co., Ltd. plans to acquire up to 51% of Changzhou Weipu Semiconductor Equipment Co., Ltd. for cash, aiming to gain control over the target company [1][2]. Group 1: Acquisition Details - The overall valuation of 100% equity of the target company is tentatively set at no more than RMB 1 billion, with the transaction price expected to be no more than RMB 510 million [2]. - The transaction is not expected to constitute a major asset restructuring [3]. Group 2: Target Company Overview - Changzhou Weipu, established in 2019, specializes in the R&D, production, and sales of photomask defect detection equipment and wafer defect detection equipment, both of which are core devices in semiconductor measurement [6]. - The company is one of the few in China that has achieved large-scale production in the photomask defect detection equipment sector, with self-developed technology and products, and has entered the production lines of leading domestic wafer and photomask manufacturers [6]. Group 3: Financial Commitments - The counterparty in the transaction has committed that Changzhou Weipu will achieve a net profit of no less than RMB 240 million (after deducting non-recurring gains and losses) from 2025 to 2027 [6]. Group 4: Strategic Rationale - The acquisition aligns with Su Da Wei Ge's strategy to expand the application of laser direct-write lithography machines in semiconductor mask manufacturing, leveraging existing customer resources from Changzhou Weipu to reduce customer development costs and product validation cycles [7]. - The technical similarities between laser direct-write lithography machines and mask defect detection equipment will allow for complementary advantages post-acquisition, enhancing R&D capabilities in the direct-write lithography field [7]. Group 5: Company Financial Performance - Su Da Wei Ge has reported losses for four consecutive years, with revenues from 2020 to 2024 being RMB 1.392 billion, RMB 1.737 billion, RMB 1.716 billion, RMB 1.723 billion, and RMB 1.841 billion, respectively, while net profits were RMB 42 million, -RMB 361 million, -RMB 297 million, -RMB 59 million, and -RMB 61 million [9]. - The primary reasons for the losses include the underperformance of the reflective materials business and related goodwill impairment, particularly following a high-premium acquisition in 2016 [10][12].
这家公司连亏4年,加码光刻机……