Core Viewpoint - Tongye Technology plans to acquire 91.69% of Silicon Science for 561 million yuan, marking its entry into the semiconductor industry through a major asset restructuring [1][3]. Group 1: Acquisition Details - The acquisition involves cash payment and will not change the actual control of Tongye Technology [3]. - The original plan was to acquire 100% of Silicon Science, but it was adjusted to 91.69% after negotiations [3]. - Silicon Science's projected revenues for 2023 and 2024 are 259 million yuan and 277 million yuan, with net profits of 27.71 million yuan and 20.32 million yuan respectively [3]. Group 2: Financial Performance - In the first three quarters of the year, Tongye Technology reported revenues of 294 million yuan, an increase of 11.97%, while net profit decreased by 15.56% to 26.61 million yuan [4]. - The cumulative net profit commitment for Silicon Science for 2026, 2027, and 2028 is set at no less than 175 million yuan [4]. Group 3: Strategic Rationale - The acquisition allows Tongye Technology to leverage its strengths in the rail transit market to promote Silicon Science's communication chips in various systems [6]. - Both companies share similar end customers, such as China Railway Group and State Grid, which enhances their marketing and service capabilities [6]. - The merger is expected to optimize supply chain management and improve procurement capabilities through resource sharing [7]. Group 4: Performance Guarantees - If Silicon Science fails to meet its profit commitments, it will be required to compensate Tongye Technology in cash [8]. - The assessment of Silicon Science's 100% equity value is 612 million yuan, with a significant increase of 387.41% compared to its book value [7].
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