Core Viewpoint - The company Gaon Electronics plans to invest nearly 2.2 billion yuan to acquire 100% of Chengdu Ruicheng Chip Micro Technology Co., Ltd. and 45.64% of Nengneng Microelectronics (Chengdu) Co., Ltd., aiming to enhance its position in the semiconductor IP design and authorization market [1][2]. Group 1: Acquisition Details - The total transaction value is 2.174 billion yuan, comprising 989 million yuan in cash and 1.185 billion yuan in shares, with a share issuance price of 17.48 yuan per share [1]. - The company intends to raise 1.05 billion yuan from no more than 35 specific investors to cover the cash portion of the transaction and related costs [1]. - The assessed value of Ruicheng Chip's 100% equity is 1.9 billion yuan, with a value increase rate of 150.06%, while Nengneng Micro's 45.64% equity is valued at 274 million yuan, with a value increase rate of 346.34% [1][2]. Group 2: Business Impact - The acquisition is expected to allow Gaon Electronics to integrate EDA tools with IP cores, enhancing the development of EDA tools and driving optimization [3]. - The transaction will not change the company's control, with KLProTech remaining the largest shareholder, although its shareholding will decrease from 21.06% to 18.22% [3]. - The company anticipates a significant increase in total assets and operating income post-transaction, although the debt ratio will rise by 18.52 percentage points to 38.53% [4]. Group 3: Performance Projections - The performance commitments for the acquired companies project revenues of at least 121 million yuan, 143 million yuan, and 168 million yuan for Ruicheng Chip in 2025, 2026, and 2027, respectively [2]. - Nengneng Micro is expected to generate revenues of at least 73.61 million yuan, 86.85 million yuan, and 100 million yuan in the same years [2]. - Long-term profitability is expected to improve as the acquired companies develop their business and release performance [5].