出品：新浪财经上市公司研究院 文/夏虫工作室 核心观点：雅创电子（维权）分两步收购是否存在互为前提条件？为何标的业绩缩水，相关对价却无差 异，相关定价是否合理？此次收购同时配套募资补流。值得注意的是，公司短期债务高企，账面资金有 限，是否借收购之名行募资补血之实？ 近日，雅创电子发布《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）》（简称"草案"） 公告。根据草案显示，雅创电子拟通过发行股份及支付现金的方式购买李永红、杨龙飞、王磊、黄琴、 盛夏、张永平持有的欧创芯40.00%的股权，以及海能达科技、海友同创、王利荣持有的怡海能达 45.00%的股权；同时，拟向其他不超过35名特定投资者发行股份募集配套资金。 分两步收购是否互为前提条件？两次交易对价差异不大 本次交易上市公司拟通过发行股份及支付现金方式，购买交易对方合计持有的欧创芯40%股权和怡海能 达45%少数股权。根据立信评估出具的信资评报字（2025）第080089号和信资评报字（2025）第080088 号《资产评估报告》，截至评估基准日，欧创芯的股东全部权益价值为5.18亿元，怡海能达的股东全部 权益价值为2.84亿元。 根据上述评估结果，经 ...

Core Viewpoint - Shengbang Microelectronics has submitted its main board listing application to the Hong Kong Stock Exchange, showcasing significant growth potential in the analog integrated circuit industry, with a projected revenue compound annual growth rate (CAGR) of 26.2% from 2014 to 2024, significantly outpacing the industry average of 9.7% [1] Group 1: Company Overview - Shengbang Microelectronics specializes in signal chain and power management products, offering approximately 6,600 types of analog ICs and sensors across 36 categories, including amplifiers, data converters, DC/DC converters, LDOs, battery management, and temperature/magnetic sensors [1] - The company has maintained a high frequency of innovation, launching around 2,800 new products during the reporting period, including several domestic firsts such as a 60nA ultra-low static current synchronous buck converter and a 1.6nV/√Hz ultra-low noise operational amplifier [1] Group 2: Financial Performance - For the fiscal years 2022 to 2024 and the first half of 2025, Shengbang Microelectronics reported revenues of 3.188 billion yuan, 2.616 billion yuan, 3.347 billion yuan, and 1.819 billion yuan respectively, with adjusted net profits of 963 million yuan, 389 million yuan, 576 million yuan, and 245 million yuan [1] - The company has maintained a gross margin of over 45%, indicating stable profitability [1] Group 3: Fundraising Purpose - The funds raised from the Hong Kong listing will be used for the research and development of high-voltage, high-current, automotive-grade, and ultra-low-power analog chips, as well as to expand the system laboratory and reliability testing platform, upgrade the supply chain digital system, and explore overseas markets [2]

Core Viewpoint - The company is planning to acquire equity in Rongpai Semiconductor (Shanghai) Co., Ltd. through a combination of share issuance and cash payment, leading to a temporary suspension of its stock trading for up to 10 trading days [1][2] Group 1: Company Overview - DiAo Micro focuses on the research and design of high-performance analog chips, with core products in signal chain and power management, widely used in automotive electronics, humanoid robots, and consumer electronics [1] - In the first half of the year, the company achieved operating revenue of 306 million yuan, an increase of 15.11% year-on-year, with an overall gross margin of 45.49% [1] Group 2: Rongpai Semiconductor Overview - Rongpai Semiconductor, established in 2017, specializes in the design and research of high-performance, high-quality analog chips, aiming to become a global leader in high-performance analog integrated circuit products [1][2] - The product range includes digital isolators, drivers (Si/SiC MOSFET, IGBT), interfaces (CAN, RS485, I2C), and sampling (amplifiers, ADC), with applications in electric vehicles, industrial control, energy power, and consumer electronics [1] - The company boasts a strong technical team with advanced experience in analog integrated circuit design, processes, and testing, achieving breakthroughs in domestic isolation chips [2] Group 3: Transaction Details - The transaction is still in the planning stage, with the company actively negotiating with the intended transaction party, initially identified as Mr. Dong Zhiwei, the controlling shareholder of Rongpai [2] - The scope of the transaction parties has not been finalized, and no formal transaction agreement has been signed yet, indicating ongoing discussions and uncertainties [2]