Core Viewpoint - Huada Jiutian, a leading domestic EDA (Electronic Design Automation) company, has terminated its acquisition of Chip and Semiconductor, with no adverse impact on its current operations [1][2]. Group 1: Acquisition Termination - The acquisition was initially announced on March 28, with plans to acquire 100% of Chip and Semiconductor through a combination of share issuance and cash payment [2]. - The termination was due to a lack of consensus on core transaction terms among the parties involved, as stated by the company's chairman [2]. - The company has committed to not planning any major asset restructuring for one month following the termination announcement [2]. Group 2: Strategic Focus - Huada Jiutian will continue to focus on independent research and development, collaborative development, and mergers and acquisitions to accelerate its full-process layout in the EDA field [2][4]. - The company has previously acquired several firms and established two industry funds to deepen its investment in the EDA sector [3]. Group 3: Industry Context - The EDA industry in China consists of over 100 companies, with some possessing specific technical advantages in niche areas [2]. - The terminated acquisition was seen as a way to enhance Huada Jiutian's capabilities in RF, high-speed, multi-physical simulation, and advanced packaging, thereby improving its system-level EDA solution offerings [5]. Group 4: Future Plans for Chip and Semiconductor - Chip and Semiconductor will continue its IPO counseling process, which began on February 7, despite the termination of the acquisition [6]. - The company remains optimistic about its long-standing partnership with Huada Jiutian and sees potential for future collaboration in technology and business [6].

Core Viewpoint - The acquisition of Chip and Semiconductor by Huada Jiutian has failed, leading to a renewed focus on independent IPOs and the development of comprehensive EDA capabilities [2][4][10]. Group 1: Acquisition and IPO Dynamics - Huada Jiutian's attempt to acquire Chip and Semiconductor was announced in March, but the deal fell through due to disagreements on core terms [2][10]. - The initial acquisition plan was seen as a rational compromise in a challenging market environment, with Chip and Semiconductor previously pursuing an IPO [3][8]. - The recent policy changes in the Sci-Tech Innovation Board have increased the attractiveness of independent IPOs for Chip and Semiconductor, which is now reconsidering its strategic options [4][13]. Group 2: Financial Performance and Market Position - Chip and Semiconductor reported revenues of 106 million yuan and 265 million yuan for 2023 and 2024, respectively, with a net profit of -89.93 million yuan in 2023 and 48.13 million yuan in 2024 [5]. - Huada Jiutian is the largest domestic EDA company, with a comprehensive product line and a focus on developing its capabilities in digital design and wafer manufacturing [15][16]. Group 3: Industry Trends and Future Plans - The EDA industry is experiencing accelerated consolidation, with significant investments from the National Integrated Circuit Industry Investment Fund (Big Fund) expected to benefit the sector [4][21]. - Huada Jiutian plans to continue its investment strategy in the EDA field, focusing on both independent research and acquisitions to enhance its market position [19][24]. - The company has established two industry funds to support its acquisition strategy, indicating a proactive approach to capturing quality targets in the EDA market [23][24].

Group 1: Termination of Acquisition - The company terminated the acquisition due to failure to reach consensus on core transaction terms after negotiations [2] - The decision to terminate was made to protect the interests of the company and all shareholders [2] - The termination will not adversely affect the company's normal operations [3] Group 2: Future Acquisition Plans - The company has previously acquired several EDA firms and plans to continue seeking beneficial acquisition opportunities [3] - There are over 100 domestic EDA companies, some of which have technical advantages in specific niches [4] - The company will not pursue major asset restructuring for one month following the termination announcement [3] Group 3: Financial Performance and Market Response - The company will disclose its 2025 half-year performance report on August 29, 2025 [3] - The company acknowledges that stock price fluctuations are influenced by various factors, including macroeconomic conditions and market sentiment [3] - The company aims to enhance its internal value to create long-term value for shareholders [3] Group 4: Strategic Focus and Recommendations - The company is committed to a combination of independent research, collaborative development, and mergers to accelerate its full-process layout in the EDA field [4] - The company is focused on filling gaps in the EDA industry chain and enhancing product maturity and competitiveness [4] - Suggestions for the board include improving operational performance and stock price, while balancing industry trends and shareholder service [5]

Group 1 - Huada Jiutian announced the termination of the acquisition of Xinheng Semiconductor due to failure to reach an agreement on core terms after negotiations [1] - STMicroelectronics launched a new 3MP automotive-grade CMOS image sensor SC326AT, which is fully domestically produced and features significant optimizations in sensitivity, noise suppression, and power consumption [2] - BYD signed a main supply agreement with Europower Enerji to launch a 1C energy storage project in Turkey, with plans to expand to 0.5C–8 MWh by 2026 [3] Group 2 - Google initiated the "Sol" submarine cable project to enhance global digital infrastructure and network connectivity, aiming to significantly increase international network capacity and reduce latency [4] - The world's largest ring rolling machine bearings were delivered in Luoyang, marking a breakthrough in the design and manufacturing of super-large, super-heavy bearings [5]

Core Viewpoint - The restructuring plan of Huada Jiutian (301269.SZ) has failed after three and a half months, leading to a significant drop in its stock price and market value [1][6]. Group 1: Restructuring Details - Huada Jiutian announced the termination of its major asset restructuring on July 9, 2025, which aimed to acquire 100% of Chip and Semiconductor Technology (Shanghai) Co., Ltd. [1][3]. - The restructuring was intended to enhance Huada Jiutian's capabilities in the electronic design automation (EDA) industry, following its change of control to China Electronics Corporation in December 2024 [1][4]. - The termination of the restructuring also halted Chip and Semiconductor's plans for an independent IPO, which had been initiated in February 2025 [4][5]. Group 2: Financial Performance - In 2024, Huada Jiutian reported revenue of 1.22 billion yuan, a year-on-year increase of 20.98%, but its net profit fell by 45.46% to 109 million yuan [2][8]. - The company's R&D expenses reached 868 million yuan, accounting for 71.02% of its revenue, reflecting a 26.77% increase from the previous year [2][8]. - In the first quarter of 2025, Huada Jiutian achieved revenue of 234 million yuan, a 9.77% increase, while its net profit was 9.71 million yuan, showing a 26.72% year-on-year growth [8]. Group 3: Market Impact - Following the announcement of the restructuring termination, Huada Jiutian's stock price dropped by 5.27% to 108.64 yuan per share, resulting in a market value loss of 3.28 billion yuan [1][6]. - The company's international revenue decreased by 13.32% in 2024, amounting to 57.74 million yuan, which constituted 4.72% of its total revenue [8].

Core Viewpoint - TSMC's EDA alliance membership has decreased from 16 to 13 members, indicating a shift in the competitive landscape of the EDA industry, with the inclusion of domestic player Primarius and the exclusion of Empyrean [1][2]. Group 1 - TSMC's latest EDA alliance member list shows a reduction in members from 16 in 2024 to 13 in 2025, with major players Synopsys, Cadence, and Siemens EDA remaining dominant [1]. - Four companies, including Primarius, have made their debut in the alliance, while seven companies from the previous year, including Empyrean, are no longer listed [1][3]. - Primarius is recognized as the first domestic EDA listed company with competitive core technologies in the international market, focusing on comprehensive EDA solutions for integrated circuit design and manufacturing [3]. Group 2 - The inclusion of Primarius in the EDA alliance signifies a deeper collaboration with TSMC and represents a breakthrough for domestic EDA firms in adapting to international advanced processes [4].

【导读】核心条款未达成一致，华大九天终止收购芯和半导体 中国基金报记者 庄佳 7月9日晚间，北京华大九天科技股份有限公司（证券代码：301269，以下简称华大九天）发 布公告，宣布终止筹划近四个月的对芯和半导体科技（上海）股份有限公司（以下简称芯和 半导体）100%股权的收购计划。 这一重大资产重组事项的终止，标志着两家本土EDA（电子设计自动化）领域重要企业的整 合尝试告一段落。 华大九天表示，终止交易的核心原因在于交易各方未就核心条款达成一致。同时，华大九天 决定于7月11日召开投资者说明会，就终止本次交易的相关情况与投资者进行互动交流和沟 通。 华大九天曾在投资者互动平台表示，并购整合是EDA企业做大做强的必由之路，公司将采取 自主研发、合作开发和并购整合相结合的模式加速全流程布局和核心技术的突破。 一季度净利润增长26.72% 核心条款未达成一致 华大九天于2025年3月28日与包括上海卓和信息咨询有限公司在内的共35名交易对方签署了 框架协议，原计划通过发行股份及支付现金相结合的方式，实现对芯和半导体100%股份的收 购，并同时募集配套资金。该交易预计构成重大资产重组及关联交易，但不构成重组上市。 ...

Core Viewpoint - The major asset restructuring plan of Huada Jiutian has been terminated due to a lack of consensus on key transaction terms among parties involved [2][4]. Group 1: Termination of Restructuring - Huada Jiutian announced the termination of its plan to acquire 100% of Chip and Semiconductor Technology (Shanghai) Co., Ltd. and raise supporting funds [2][4]. - The decision to terminate was made after thorough communication and friendly negotiations with relevant parties, and it is stated that this will not adversely affect the company's current operations and strategic development [4]. Group 2: Financial and Operational Context - The company committed to not planning any major asset restructuring for one month following the termination [4]. - The acquisition plan was first announced on March 17, with a transaction proposal released on March 30, aiming to purchase the entire equity of Chip and Semiconductor from 35 shareholders [4]. - Chip and Semiconductor had initiated an IPO counseling process earlier this year, with CITIC Securities as the counseling agency, but the progress has not been updated since April [4][5]. Group 3: Business and Market Implications - Chip and Semiconductor specializes in Electronic Design Automation (EDA) tools, providing comprehensive solutions from chip design to cloud systems, and has applications in various fields including 5G and AI [5]. - Financial projections for Chip and Semiconductor indicate revenues of 106 million yuan and 265 million yuan for 2023 and 2024, respectively, with net profits of -89.93 million yuan and 48.13 million yuan for the same years [5]. - Despite the termination of this acquisition, Huada Jiutian remains committed to mergers and acquisitions as a strategy for growth in the EDA sector, planning to combine self-development, cooperative development, and mergers to enhance its capabilities [6].

又有上市公司终止收购。 华大九天(301269)7月9日晚间公告称，公司于2025年7月9日召开会议，审议通过了《关于终止发行股份 及支付现金购买资产并募集配套资金暨关联交易事项的议案》。公司原计划收购芯和半导体科技（上海） 股份有限公司（简称"芯和半导体"）100%股份并募集配套资金，但交易各方未就核心条款达成一致，为 维护公司及全体股东利益，决定终止本次重大资产重组。 公告称，公司终止本次重大资产重组事项是经公司与相关各方充分沟通、审慎分析和友好协商后作出的决 定。目前，公司各项业务经营情况正常，本次交易的终止对公司现有生产经营活动和战略发展不会造成不 利影响，亦不存在损害公司及中小股东利益的情形。 值得一提的是，近期上市公司终止重大资产重组事件已不止一起。 就在7月7日晚间，中核科技发布公告，经与交易对方友好协商，公司决定终止发行股份购买西安中核核仪 器股份有限公司（以下简称"中核西仪"）98.88%股权并募集配套资金事项。 对于终止重组的原因，中核科技表示主要是由于市场环境及标的公司实际情况较本次交易筹划初期已发生 一定变化。目前，公司生产经营情况正常，前述交易终止不会对生产经营和财务状况造成重大不利 ...

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