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算力产业“强强联合” 海光信息中科曙光回应吸并公允性与发展规划
Zheng Quan Shi Bao Wang· 2025-06-11 12:23
Core Viewpoint - The merger between Haiguang Information and Zhongke Shuguang is positioned as a "strong union" in China's computing power industry, aiming to create a comprehensive ecosystem from chips to complete machines [1][8]. Summary by Sections Merger Details - The merger involves Haiguang Information issuing A-shares to all shareholders of Zhongke Shuguang, which will lead to the latter's delisting [2]. - Haiguang Information will inherit all assets, liabilities, and rights of Zhongke Shuguang post-merger, with plans for fundraising to cover transaction costs and enhance liquidity [2]. Share Exchange and Pricing - The share exchange ratio is set at 1:0.5525, with Haiguang Information issuing a total of 808 million shares, while Zhongke Shuguang has a total share capital of 1.463 billion shares [3]. - The exchange price for Haiguang Information is 143.46 CNY per share, while Zhongke Shuguang's price is based on a 10% premium over the average trading price of 79.26 CNY per share over the previous 120 trading days [3][4]. Investor Concerns and Valuation - Investors raised concerns about the fairness of the exchange price and whether Zhongke Shuguang's value was underestimated [4]. - The pricing mechanism is based on a market-oriented approach, considering long-term value rather than short-term fluctuations, with a valuation report to be provided by a third-party agency [4]. Shareholder Protection Mechanisms - The merger includes provisions for dissenting shareholders, offering them the option to sell their shares at a predetermined price [5]. - The buyout price for dissenting shareholders of Haiguang Information is set at 136.13 CNY per share, while Zhongke Shuguang's dissenting shareholders have a cash option at 61.9 CNY per share [5]. Strategic Implications - The merger aims to consolidate the computing power industry, which is currently fragmented, and enhance competitive strength through a complete ecosystem from chips to applications [7][8]. - The combined entity is expected to leverage its strengths in R&D, supply chain, and market sales to improve product offerings and customer satisfaction, thereby increasing brand influence [8].