Group 1 - The company plans to acquire 100% of Shenzhen Chengxin Micro Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2] - The transaction is subject to multiple conditions, including approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission [2] - The company emphasizes the importance of fair information disclosure to protect investor interests and will provide updates on the transaction's progress in accordance with relevant laws and regulations [2]

Core Viewpoint - The adjustment of the transaction plan by Xidi Microelectronics Group Co., Ltd. does not constitute a significant change to the restructuring plan, as confirmed by the independent financial advisor [10][11]. Group 1: Transaction Adjustment Details - The company plans to acquire 100% of Shenzhen Chengxin Micro Technology Co., Ltd. through a combination of issuing shares and cash payments [1]. - The performance commitment compensation scheme has been adjusted, maintaining the performance commitment period for 2025, 2026, and 2027, with net profit targets remaining at 22 million, 25 million, and 28 million RMB respectively [2][3]. - The total cumulative net profit target over the three years remains unchanged at 75 million RMB [3]. Group 2: Changes in Funding and Usage - The amount of matching funds to be raised has been reduced from 170.5 million RMB to 99.4825 million RMB, with the funds now intended for cash payments for the transaction and intermediary fees, rather than for R&D projects [7][8]. - The previous allocation of funds for the development of high-efficiency power management chips based on third-generation power devices has been removed from the funding plan [4][8]. Group 3: Performance Compensation Terms - The adjustment introduces new triggering conditions for performance compensation, including cumulative net profit not meeting targets in the two years following the performance commitment period [6][7]. - If the company exceeds the profit target for 2025, the excess will not be included in the cumulative net profit for the performance commitment period [7]. - The adjustments clarify the calculation of compensation amounts in the event of asset impairment, ensuring that certain amounts are excluded from the total compensation calculation [6][7]. Group 4: Decision-Making Process - The board of directors approved the adjustments during the 23rd meeting of the second board session on July 8, 2025, confirming that the changes do not constitute a significant adjustment to the restructuring plan [11].

Core Viewpoint - The report outlines the independent financial advisory opinion regarding the acquisition of 100% equity of Chengxin Microelectronics by Xidi Microelectronics through a combination of share issuance and cash payment, along with the fundraising of supporting funds. Group 1: Transaction Overview - Xidi Microelectronics plans to acquire 100% equity of Chengxin Microelectronics from four parties, including Cao Jianlin and Cao Songlin, through share issuance and cash payment [2][6]. - The total transaction price for the acquisition is set at 31,000 million RMB, with an estimated valuation of 31,100 million RMB for Chengxin Microelectronics, resulting in a premium rate of 214.37% [6][9]. - The transaction will involve issuing shares to no more than 35 specific investors to raise supporting funds, with a total fundraising amount not exceeding 9,948.25 million RMB [9][10]. Group 2: Financial Impact - Following the transaction, the total assets of Xidi Microelectronics are projected to increase by 24.16%, from 181,033.63 million RMB to 224,775.81 million RMB [17]. - The company's total liabilities are expected to rise significantly by 108.99%, from 24,151.42 million RMB to 50,473.57 million RMB [17]. - The transaction is anticipated to enhance the company's revenue by 36.20%, with projected operating income increasing from 54,551.06 million RMB to 74,297.37 million RMB [17]. Group 3: Share Structure and Control - Post-transaction, the total share capital of Xidi Microelectronics will increase from 410,319,336 shares to 425,819,336 shares, reflecting the issuance of 15,500,000 new shares [11][13]. - The control structure of the company will remain unchanged, with the actual controllers being Tao Hai and Tang Ya, despite the recent passing of a previous controller [14][15]. Group 4: Strategic Benefits - The acquisition will allow Xidi Microelectronics to rapidly absorb Chengxin Microelectronics' mature patent technologies, R&D resources, and sales channels, thereby expanding its product offerings in power management chips and other related fields [11][12]. - This strategic move is expected to enhance the company's market competitiveness and operational sustainability by broadening its technology and product layout [11].

Core Viewpoint - The company, Xidi Microelectronics, plans to acquire 100% of Chengxin Micro Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [1][20]. Group 1: Transaction Overview - The transaction involves issuing shares and cash to acquire 100% of Chengxin Micro's shares from four parties, including Cao Jianlin and Cao Songlin [1][20]. - The total transaction price for the acquisition is set at 31 million yuan, with an estimated increase in value of 214.37% based on the income method of valuation [20][23]. - The company aims to raise up to 9.94825 million yuan from no more than 35 specific investors to support the transaction [20][21]. Group 2: Impact on Business - The acquisition will allow Xidi Micro to integrate Chengxin Micro's established technology, research resources, and sales channels, enhancing its product offerings in power management chips and other semiconductor areas [22][23]. - The transaction is expected to strengthen the company's market competitiveness and operational sustainability by expanding its product categories and customer base [23]. Group 3: Share Structure Changes - Following the transaction, the total number of shares for Xidi Micro is projected to increase to 425,819,336 shares, reflecting the issuance of 15.5 million new shares [23].

Group 1 - The global industry chain and supply chain are undergoing deep adjustments due to a new round of technological revolution and industrial transformation, prompting A-share listed companies to accelerate mergers and acquisitions (M&A) as a key strategy for enhancing productivity [1][3] - The Chinese government has introduced a series of supportive policies for the M&A market, including optimizing restructuring conditions and establishing industrial M&A funds, reflecting a strategic direction to promote innovation-driven development and enhance market efficiency [1][3] - The China Securities Regulatory Commission is revising the "Major Asset Restructuring Management Measures" to further support listed companies in M&A activities, aiming to improve innovation capabilities and risk resistance [1][3] Group 2 - A new wave of M&A is emerging in the A-share market, driven by the need for traditional industries to upgrade and new industries to accelerate development, with a strong demand for capital market optimization [2][3] - M&A is seen as a crucial path for companies in the new productivity sector to achieve rapid industrial breakthroughs, especially in the biopharmaceutical sector, where companies are seeking to acquire innovative drug development platforms and technologies [2][3] - Since the introduction of the "Six M&A Guidelines," nearly 1,400 restructuring projects have been disclosed in the Shanghai and Shenzhen markets, marking a 40% year-on-year increase, with significant growth in major asset restructurings [3][4] Group 3 - The "Six M&A Guidelines" have led to a mainstream trend of M&A among companies focused on new productivity, facilitating the integration of emerging industries with existing sectors [4][5] - As of September 24, 2024, over 760 M&A transactions have been disclosed in the Shenzhen market, totaling more than 290 billion yuan, indicating a vibrant M&A environment [4][5] - The Science and Technology Innovation Board has also seen significant M&A activity, with 100 new industry mergers disclosed since the release of the "Eight Guidelines," reflecting a focus on resource integration and synergy [4][5] Group 4 - Companies are increasingly targeting hot sectors such as semiconductors, AI computing, and robotics for external growth opportunities through M&A [6][7] - Notable transactions include the acquisition of minority stakes in semiconductor companies by Hu Silicon Industry and investments in humanoid robotics by Macro Technology, showcasing strategic expansions into high-demand markets [6][7] - Analysts believe that M&A activities are driving technological upgrades and industry transformations, contributing to the healthy development of the capital market [7]

Core Viewpoint - The passing of Dai Zuyu, a significant shareholder and co-founder of Xidi Micro, is acknowledged, but the company assures that his death will not impact its operations or management stability [1][2]. Group 1: Company Overview - Xidi Micro was co-founded by Dai Zuyu in 2012, who held a 22.86% stake in the company at the time of his passing, valued at over 1.2 billion yuan [1][2]. - The company specializes in power management chips and signal chain chips, with notable products including DC/DC chips and super-fast charging chips [2]. Group 2: Financial Performance - In 2024, Xidi Micro reported a total revenue of 546 million yuan, reflecting a year-on-year increase of 38.58% [2]. - The sales volume of the company's voice coil motor driver chips, part of its smart visual perception business, showed significant growth during the reporting period [2]. Group 3: Management and Future Plans - Dai Zuyu's son, Tao Hai, has been a key figure in the company, serving as chairman since December 2019 [2]. - Xidi Micro is pursuing a horizontal acquisition of Shenzhen Chengxin Micro Technology Co., Ltd., which is expected to enhance its product line in power management chips and provide more comprehensive solutions for downstream industries [3].

会议资料 二〇二五年四月 希荻微电子集团股份有限公司 2025 年第二次临时股东大会会议资料 关于公司发行股份及支付现金购买资产并募集配套资金符合相关法律法规 关于公司发行股份及支付现金购买资产并募集配套资金具体方案的议案.. 14 关于公司发行股份及支付现金购买资产并募集配套资金不构成关联交易的 关于公司发行股份及支付现金购买资产并募集配套资金构成重大资产重组 关于公司发行股份及支付现金购买资产并募集配套资金报告书（草案）及 关于公司发行股份及支付现金购买资产并募集配套资金符合《上市公司重 关于公司发行股份及支付现金购买资产并募集配套资金符合《上市公司监 管指引第 9 号——上市公司筹划和实施重大资产重组的监管要求》第四条规定 希荻微电子集团股份有限公司 2025 年第二次临时股东大会会议资料 关于公司发行股份及支付现金购买资产并募集配套资金符合《上市公司证 关于公司发行股份及支付现金购买资产并募集配套资金符合《上海证券交 易所科创板股票上市规则》第 11.2 条、《科创板上市公司持续监管办法（试行）》 第二十条及《上海证券交易所上市公司重大资产重组审核规则》第八条规定的 希荻微电子集团股份有限公司 202 ...

经核查，本独立财务顾问认为，本次交易相关主体不存在依据《上市公司监 管指引第 7 号——上市公司重大资产重组相关股票异常交易监管》第十二条或 《上海证券交易所上市公司自律监管指引第 6 号——重大资产重组》第三十条规 定不得参与任何上市公司重大资产重组的情形。 特此说明。 （以下无正文） 中国国际金融股份有限公司 关于本次交易相关主体不存在《上市公司监管指引第 7 号—— 上市公司重大资产重组相关股票异常交易监管》第十二条或 《上海证券交易所上市公司自律监管指引第 6 号—— 重大资产重组》第三十条规定的不得参与任何上市公司重大资产 重组情形的核查意见 中国国际金融股份有限公司（以下简称"中金公司"、"独立财务顾问"）接 受希荻微电子集团股份有限公司（以下简称"公司"）委托，担任其发行股份及支 付现金方式购买深圳市诚芯微科技股份有限公司 100%股份并募集配套资金（以 下简称"本次交易"）的独立财务顾问，本独立财务顾问就本次交易相关主体不 存在不得参与任何上市公司重大资产重组情形出具核查意见如下： 截至本核查意见出具之日，本次交易涉及的《上市公司监管指引第 7 号—— 上市公司重大资产重组相关股票异常交易监管 ...

Core Viewpoint - The company plans to acquire 100% of Shenzhen Chengxin Micro Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds, which aligns with relevant regulations for major asset restructuring on the Sci-Tech Innovation Board [1][2]. Group 1 - The target company specializes in the research, design, and sales of analog and mixed-signal integrated circuits, including power management chips, motor chips, MOSFETs, and battery management chips, and is recognized as a national high-tech enterprise [1][2]. - The target company's main business aligns with national technology innovation strategies and is categorized under the "new generation information technology industry," specifically in integrated circuit design, which is a sector encouraged by national development strategies [2]. - The acquisition is expected to create synergies between the company and the target, allowing for the rapid absorption of the target's mature patent technologies, R&D resources, sales channels, and customer resources, thereby expanding the company's product categories [2].

希荻微电子集团股份有限公司董事会 关于评估机构独立性、评估假设前提合理性、 评估方法与评估目的相关性及评估定价公允性的说明 希荻微电子集团股份有限公司（以下简称"公司"）拟通过发行股份及支付 现金方式购买深圳市诚芯微科技股份有限公司 100%股份（以下简称"标的资产"） 并募集配套资金（以下简称"本次交易"）。根据《中华人民共和国公司法》 《中 华人民共和国证券法》 《上市公司重大资产重组管理办法》 《公开发行证券的公司 信息披露内容与格式准则第 26 号——上市公司重大资产重组》等相关法律、法 规及规范性文件的规定，公司董事会经审慎考量了本次交易资产评估机构独立性、 评估假设前提合理性、评估方法与评估目的相关性及评估定价公允性，具体情况 如下： 一、评估机构的独立性 本次交易的评估机构银信资产评估有限公司为符合《中华人民共和国证券 法》规定的评估机构。除本次交易正常业务关系外，评估机构及经办评估师与公 司、交易对方、标的公司均不存在关联关系，不存在除专业收费外的现实的和可 预期的利害关系。评估机构具有独立性。 二、评估假设前提的合理性 评估机构和评估人员对标的资产所设定的评估假设前提和限制条件按照国 家有关 ...