Group 1 - Guokemicro (300672.SZ) announced a major asset restructuring plan to acquire 94.366% of the shares of Zhongxin Integrated Circuit (Ningbo) Co., Ltd. through a combination of issuing shares and cash payments, aiming to establish a dual-driven system of "digital chip design + analog chip manufacturing" in the semiconductor field [1] - Guokemicro is a leader in the domestic integrated circuit design sector, focusing on chip design and R&D, providing solutions for AI, multimedia, automotive electronics, IoT, and data storage, with products widely used in various popular fields [1] - Zhongxin Ningbo operates primarily under a Foundry model, specializing in RF front-end and MEMS semiconductor wafer foundry and customized chip manufacturing services, equipped with 6-inch and 8-inch wafer manufacturing lines [1] Group 2 - Zhongxin Ningbo has established deep cooperation with leading domestic mobile terminal companies, signing a strategic cooperation framework agreement to supply 50% of the RF filters needed for mobile terminal products, indicating strong recognition of its products [2] - China has become the largest RF filter consumption market globally, accounting for nearly 30% of the market size, but domestic companies hold less than 5% of the BAW filter market, which is dominated by US firms like Broadcom and Qorvo [2] - With the deepening of 5G commercialization and accelerated 6G technology development, the demand for high-performance RF front-end devices is increasing, making BAW filters a critical bottleneck [2] Group 3 - The acquisition of Zhongxin Ningbo will enhance Guokemicro's production capabilities in high-end filters and MEMS, while leveraging Zhongxin Ningbo's cooperation with strategic clients to expand into markets such as smartphones and smart connected vehicles [3] - This acquisition extends Guokemicro's industrial chain layout into the high-value core components of RF front-end, enhancing competitiveness in the analog chip market and opening new business growth points [3] - The collaboration between Zhongxin Ningbo and strategic clients will inject strong momentum into the domestic filter industry, promoting the semiconductor industry chain towards self-control and technological innovation, gradually breaking the long-standing monopoly of foreign companies in the high-end filter market [3]

Group 1 - The company Zhongying Electronics announced a significant share transfer agreement, where its controlling shareholder, Weilang International, will transfer 31,718,000 shares and Win Channel will transfer 16,767,396 shares to Zhinen Electric, totaling 48,485,396 shares, which represents 14.20% of the company's total share capital [2] - The share transfer price is set at 25.677 yuan per share, resulting in a total transaction value of approximately 1.245 billion yuan [2] - Following the completion of this transaction, the controlling shareholder of the company will change from Weilang International to Zhinen Electric, and the actual controller will change from Fu Qiming to no actual controller [2] Group 2 - In the fiscal year 2024, Zhongying Electronics reported that its revenue composition was predominantly from integrated circuit design, accounting for 99.88% of total revenue, with other businesses contributing only 0.12% [3]

the state be ed sal ed 记者 牛钰 又一起"申报即担责"的案例出现了——一个17个月前主动撤回IPO（首次公开发行）的项目突然收到多张"罚单"。 2025年6月6日，深交所发布了两则监管措施和两则纪律处分，揭开了辉芒微电子（深圳）股份有限公司（下称"辉芒微"）主动撤回IPO申请的"谜团"：辉芒 微发行上市的申请文件、信息披露文件未做到真实、准确、完整，因在该IPO项目的执业过程中存在多项违规行为，保荐机构中信证券（600030.SH）和审 计机构大华会计师事务所（特殊普通合伙）被深交所采取监管措施，相关保荐代表人及签字注册会计师被通报批评。 辉芒微是一家IC（集成电路）设计企业，产品主要为通用型芯片，其创始人许如柏曾是美国芯片巨头AMD（超威半导体）的高级工程师。 2024年1月，辉芒微在深交所创业板上市的审核状态变更为"终止"，原因为辉芒微及保荐人中信证券申请撤回发行上市申请文件。2022年初，辉芒微和中信 证券也曾主动撤回过上交所科创板的IPO申请。 在第二次"撤离"IPO后，辉芒微再未递表。其上一次出现在资本市场的视线里，是试图"卖身"给上市公司深圳英集芯科技股份有限公司（6882 ...

Core Viewpoint - The announcement of a potential change in control at Zhongying Electronics raises uncertainties regarding its future strategic direction and leadership, particularly with the possible departure of founder Fu Qiming, who has significantly influenced the company's growth and market positioning in the integrated circuit design sector [1][8]. Group 1: Company Overview - Zhongying Electronics specializes in integrated circuit design, operating under a fabless model, focusing on chip design, research, and sales [4]. - As of 2024, the company reported a revenue of 1.343 billion yuan, reflecting a slight year-on-year increase of 3.32%, indicating its competitive market position despite a challenging environment [4]. - The net profit attributable to shareholders was 134 million yuan, showing a decrease due to a one-time compensation received in the previous reporting period, suggesting a more favorable profit trend when excluding this non-recurring item [4]. Group 2: Product Performance - From 2022 to 2024, the total sales volume of chips increased steadily from 713 million to 885 million units, marking a nearly 9% year-on-year growth in 2024, indicating rising market demand [5]. - The company's gross margin was reported at 33.60%, down 2.01% year-on-year, primarily due to intense market competition and price reductions [5]. Group 3: Product Structure and Market Position - Zhongying Electronics' main products include industrial MCUs, battery management chips, and AMOLED display driver chips, with a strong market share in the industrial MCU sector, particularly in household appliances [6]. - The company has developed several 32-bit Cortex M0+ products for the home appliance market and is expanding its overseas market presence, including new clients in Europe and Japan [6][7]. Group 4: Research and Development - In 2024, the company invested 300 million yuan in R&D, accounting for 22.35% of its revenue, although this figure has seen a slight decline over three consecutive years [7]. - Zhongying Electronics holds a total of 135 valid patents, with 133 being invention patents, showcasing its commitment to innovation and technological advancement [7]. Group 5: Leadership and Strategic Implications - The potential change in control involving Weilang International could lead to significant strategic adjustments for Zhongying Electronics, especially if Fu Qiming exits the decision-making team [8]. - The future trajectory of the company remains uncertain, with the possibility of either leveraging new shareholder support for growth or facing challenges during the transition [8].

6月4日，寒武纪再融资申请获得上交所受理，这是又一家适用"轻资产、高研发投入"企业认定标准的再 融资案例。证券时报记者获悉，自去年10月11日上交所发布《发行上市审核规则适用指引第6号——轻 资产、高研发投入认定标准（试行）》（以下简称《指引》）以来，已有9家科创板公司按照"轻资产、 高研发投入"认定标准申请再融资，合计拟融资247.96亿元， 科创板公司再融资便利度大幅提升 "轻资产、高研发投入"认定标准的适用，有效提升了科创板公司再融资的便利度，进一步支持科技型企 业加大研发投入和提升研发水平。 此前，《证券期货法律适用意见第18号》等相关规定中虽对"轻资产、高研发投入"特点的企业做出"可 以突破补充流动资金和偿还债务比例限制"的规定，但具体认定标准未明确，实际中以个案方式推进。 《指引》对"轻资产、高研发投入"特点企业的认定标准进行了细化，符合"轻资产、高研发投入"认定标 准的企业可直接适用相关标准规划募投项目并申报再融资，进一步提高了透明度和可预期性。 此举得益于《指引》对"轻资产、高研发投入"特点企业的认定标准进行了量化。《指引》指出，具有轻 资产特点的企业，要求公司最近一年末固定资产、在建工程、土 ...

正因为有了上述政策的出台，一些未盈利资产在贴上"优质"标签后，就进入了上市公司收购的目标。实 际上，在国科微并购案之前，市场上就有多起收购未盈利资产的并购案。如思瑞浦收购创芯微、芯联集 成收购芯联越州少数股权、捷捷微电收购捷捷南通、赛力斯收购龙盛新能源、阳谷华泰收购波米科技、 晶瑞电材收购湖北晶瑞等，都属于收购未盈利资产。 不过，尽管未盈利资产贴上了"优质"的标签，但收购未盈利资产终归还是一件很让市场敏感的事情。除 了资产的质量令人担忧之外，还涉及到收购未盈利资产所发行股份的减持套现问题。从国科微并购案来 看，对于后者显然进行了一次有益的探索。 从国科微并购案的预案来看，本次交易方案对于相关减持限制较为严格。重组预案明确规定，交易对方 三年内不减持其持有的上市公司股份。三年届满后，若中芯宁波实现盈利，交易对方可以依规减持其持 有股份；若中芯宁波未实现盈利，则交易对方投资期限未超过十年的仍不减持，超过十年的可以减持 50%持有股份，后续待中芯宁波盈利后，方可减持剩余股份。同时，减持价格不得低于本次发行价。 在当下管理层鼓励上市公司并购重组的背景下，国科微并购案的出现并不令人意外。 6月5日晚，集成电路设计企业国 ...

《公告》显示，杰华特已于5月30日向香港联合交易所有限公司（简称"香港联交所"）递交了在境外发行股份（H股）并在香港联交所主板上市的申请， 并于同日在香港联交所网站刊登了此次发行的申请资料。 杰华特，成立于2013年，是以虚拟IDM为主要经营模式的模拟集成电路设计企业，始终致力于提供高集成度、高性能与高可靠性的电源管理等芯片产品， 为客户提供一站式采购服务。此次杰华特正式向香港联交所递交上市申请，标志着其A+H两地上市计划正式启动。 但需注意的是，杰华特近两年业绩承压，增收不增利，甚至陷入亏损泥沼。2024年度，杰华特实现营业收入约16.79亿元，同比上升29.46%；归属于上市 公司股东的净利润约—6.03亿元。2025年第一季度，杰华特实现营业收入约5.28亿元，同比上升60.42%；归属于上市公司股东的净利润约—1.13亿元。 对此，杰华特分析表示，公司所处行业下游终端市场经历了较长去化过程，部分客户开始了正常采购需求，但市场竞争激烈，产品价格承压，公司毛利率 下降；公司在研发投入、市场开拓、供应链体系优化等多方面加大投入，相关费用增加。此外，杰华特还对存货计提了减值损失。2024年，杰华特资产减 值损 ...

Core Viewpoint - Narui Radar (688522.SH) is advancing its first asset restructuring post-IPO by acquiring 100% equity of Tianjin Sigma Microelectronics for approximately 370 million yuan, aiming to enhance its core business in phased array radar technology and improve its competitive edge through vertical integration [2][3]. Group 1: Transaction Details - The acquisition price for Tianjin Sigma's 100% equity is set at 370 million yuan, with a valuation increase of 421.4% [3]. - Narui Radar plans to raise up to 185 million yuan from no more than 35 specific investors to fund the cash portion of the transaction [3]. - The deal is expected to extend Narui Radar's industrial chain and further enhance its competitiveness [3]. Group 2: Financial Performance - In Q1 2025, Narui Radar reported revenue of 58.19 million yuan, a year-on-year increase of 84.8%, and a net profit of 21.67 million yuan, up 412.7% [2][8]. - For 2024, Narui Radar achieved revenue of 345 million yuan, a 62.49% increase, and a net profit of 76.61 million yuan, growing by 21.03% [8]. - The company has signed contracts worth approximately 112 million yuan in Q1 2025, reflecting a year-on-year growth of 249.63% [9]. Group 3: Tianjin Sigma's Performance and Commitments - Tianjin Sigma is projected to achieve revenues of 102 million yuan and 123 million yuan in 2023 and 2024, respectively, with net profits of 4.22 million yuan and 12.39 million yuan [6]. - The restructuring includes performance commitments for Tianjin Sigma, ensuring a cumulative net profit of no less than 78 million yuan from 2025 to 2027 [7]. - The company has a strong focus on integrated circuit design, with significant sales to its top five customers accounting for 44% and 46.92% of revenue in 2023 and 2024, respectively [5].

Group 1 - The company guarantees the authenticity, accuracy, and completeness of the restructuring report and its summary, and assumes legal responsibility for any false statements or omissions [1] - The controlling shareholder and actual controllers commit to suspending the transfer of shares if the transaction is under investigation for false information [1][4] - The independent financial advisor and other intermediaries confirm the accuracy of the information provided in the restructuring report [5] Group 2 - The transaction involves the acquisition of 100% equity of Tianjin Sigma, valued at 370.6 million yuan, with the final transaction price set at 370 million yuan [6] - The transaction price will be paid through a combination of issuing shares and cash, with differentiated pricing arrangements for different counterparties [7][10] - The company aims to enhance its core technology in radar systems by integrating the target company's chip technology, thereby improving its competitive edge [10] Group 3 - The transaction is expected to positively impact the company's main business and revenue, with an increase in total assets and operating income post-transaction [11] - The company will maintain its controlling shareholder structure after the transaction, ensuring no change in actual control [11] - The transaction is projected to lead to a decrease in net profit for 2023 due to high interest expenses from the target company's capital reduction, but an increase is expected in 2024 [12] Group 4 - The transaction has undergone necessary decision-making and approval processes, including board meetings and agreements with the controlling shareholder [12][13] - The company will strictly adhere to information disclosure obligations to protect the rights of minority investors [16][18] - Measures will be implemented to prevent dilution of immediate returns and enhance future return capabilities [40][41]

Group 1: IPO Overview - On May 30, 2025, four companies, including Shaanxi Tourism, Sanrui Intelligent, Hongming Electronics, and Dayu Co., received IPO acceptance, marking the highest number of acceptances in a single day since 2025 [1][3] - Among the four companies, Sanrui Intelligent and Hongming Electronics are attempting to list on the ChiNext board, making them the first batch of accepted companies for the year [1][4] - As of now, a total of 27 companies have received IPO acceptance in 2025, with 18 from the Beijing Stock Exchange, accounting for 66.67% of the total [1][5] Group 2: Fundraising Plans - Sanrui Intelligent plans to raise approximately 769 million yuan, with funds allocated for expanding drone and robot power systems, R&D center, and smart warehousing [3][4] - Hongming Electronics aims to raise about 1.951 billion yuan, focusing on projects related to high-energy pulse capacitors and new electronic components [3][4] - Shaanxi Tourism intends to raise around 1.555 billion yuan for its tourism-related projects, while Dayu Co. plans to raise approximately 181 million yuan for metal surface treatment and ship casting [4] Group 3: Company Backgrounds - Hongming Electronics, established in 1981, is the oldest among the four companies, while Shaanxi Tourism, Dayu Co., and Sanrui Intelligent were founded in 1988, 1997, and 2009, respectively [4] - Sanrui Intelligent specializes in the R&D, production, and sales of drone electric power systems and is actively developing eVTOL power systems [3][4] - Hongming Electronics focuses on the R&D and production of new electronic components, primarily resistive and capacitive components [3][4] Group 4: Financial Performance - In 2024, Sanrui Intelligent is projected to achieve a net profit of approximately 333 million yuan, representing a year-on-year increase of 92.96% [7] - Hongming Electronics has experienced a decline in net profit for two consecutive years, with figures of 476 million yuan, 412 million yuan, and 293 million yuan from 2022 to 2024 [7] - The overall trend indicates that while some companies are experiencing growth, others like Hongming Electronics are facing challenges in maintaining profitability [7][8]