周日，千亿芯片巨头华虹公司重磅披露重组预案。 公告显示，华虹公司计划通过发行股份及支付现金的方式，收购华虹集团等4名交易对方合计持有的华力微97.4988%股权，并同步向不超过35名特定对象发 行股票募集配套资金。此前，公司股票已从8月18日起停牌。 今日早盘，华虹公司复牌后大涨超18%。截至发稿，其股价回落至7.78%。今年以来涨幅超过81%，最新市值约为1450亿元。 收购华力微97％股权 8月31日，华虹公司公布重组预案，计划通过"发行股份+支付现金"的组合方式，向华虹集团等4家交易方收购其合计持有的华力微97.4988%股权；同时，公 司拟向不超过35名符合条件的特定对象发行股票，募集本次重组所需的配套资金。 作为本次收购的核心标的，华力微的业务聚焦于12英寸集成电路晶圆代工，能为通信、消费电子等终端应用领域提供全套技术解决方案，与华虹公司的业务 领域高度契合。 从交易细节来看，经各方协商确定，本次发行股份的价格为43.34元/股，不低于定价基准日前120个交易日公司股票交易均价的80%。以华虹公司停牌前78.5 元/股的股价计算，此次发行价较停牌前价格折价约44.79%。 在配套资金的用途上，公告明 ...

Core Viewpoint - The acquisition of Sichuan Yichong Technology Co., Ltd. by Jingfeng Mingyuan is seen as a high-risk gamble given the company's ongoing financial struggles and the target company's recent losses [1][2]. Group 1: Acquisition Details - Jingfeng Mingyuan plans to acquire 100% of Yichong Technology for approximately 3.283 billion yuan, consisting of about 1.25 billion yuan in cash and 2.03 billion yuan in stock [1]. - This acquisition is part of a series of asset purchases by Jingfeng Mingyuan, which has previously acquired Shanghai Laisir, Shanghai Xinfly, and Lingou Chuangxin from 2020 to 2023 [1][4]. Group 2: Financial Performance - Jingfeng Mingyuan has reported three consecutive years of losses, with a total loss of nearly 500 million yuan from 2022 to 2024 [3][4]. - The company's revenue growth rates from 2022 to 2024 were -53.12%, 20.74%, and 15.38%, respectively, with a significant drop in gross margin from 47.93% in 2021 to 17.58% in 2022 [3][4]. Group 3: Target Company Analysis - Yichong Technology has also faced financial difficulties, with net losses of 502 million yuan and 512 million yuan in 2023 and 2024, respectively, despite revenue growth [8][9]. - The gross margin of Yichong Technology decreased from 36.59% to 31.88% over the same period, contrasting with the overall industry trend of improving margins [8][9]. Group 4: Market Context - The semiconductor industry is reportedly nearing the end of a de-inventory cycle, with many companies experiencing a recovery in profitability, while Jingfeng Mingyuan's gross margin has improved by over 10 percentage points [9]. - The market is questioning whether Yichong Technology's declining margins reflect a lack of competitive strength or a strategic choice to prioritize growth over immediate profitability [9].

Core Insights - The acquisition of Huimang Micro by Yingjixin has been officially terminated due to disagreements over the transaction price and other core terms of the restructuring plan [1][2][3] - Yingjixin, established in 2014, specializes in high-performance analog-digital mixed chips, with a notable profit increase of 322.73% in 2024, reaching a net profit of 124 million yuan [1][2] - Huimang Micro, a fabless chip design company, has faced challenges in its IPO attempts, having withdrawn applications for both the Sci-Tech Innovation Board and the Growth Enterprise Market [2] Company Overview - Yingjixin focuses on power management chips and fast charging protocol chips, collaborating with well-known brands like Xiaomi and OPPO, which enhances its industry influence [1] - Huimang Micro is positioned as a platform chip design company with capabilities in microcontroller chips, power management chips, and storage chips, but has struggled to establish itself in the public market [2] Market Context - The semiconductor industry is currently experiencing a downturn, leading to increased pressure on profitability, which may have influenced Yingjixin's cautious approach to the acquisition [2][3] - The termination of the acquisition presents both challenges and opportunities: Yingjixin avoids potential financial risks from a high valuation acquisition, while Huimang Micro must seek alternative financing avenues for growth [2]