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].