Core Viewpoint - The company, Gaon Electronics, plans to acquire 100% equity of Chengdu Ruicheng Chip Micro Technology Co., Ltd. and 45.64% equity of Naneng Microelectronics (Chengdu) Co., Ltd. through a combination of issuing shares and cash payment, which constitutes a major asset restructuring and related party transaction [1][2]. Group 1: Transaction Details - The share issuance price for the acquisition is set at 17.48 yuan per share, which is not less than 80% of the average trading price over the last 60 trading days prior to the pricing benchmark [2]. - The company intends to issue shares to a maximum of 35 specific investors to raise funds, with the total amount not exceeding 100% of the transaction price for the asset acquisition [3]. - The funds raised will be used for cash consideration, intermediary fees, and transaction taxes related to the acquisition [3]. Group 2: Company Background - Ruicheng Chip Micro specializes in providing semiconductor IP design, authorization, and related services, with products including analog and mixed-signal IP, storage IP, wireless RF IP, and high-speed interface IP [4]. - The company serves hundreds of integrated circuit design firms globally, with applications in automotive electronics, industrial control, IoT, wireless communication, and artificial intelligence [4]. Group 3: Financial Performance - In the 2024 annual performance report, the company reported a net profit attributable to shareholders of -95.29 million yuan, compared to -56.32 million yuan in the same period last year [6]. - The net profit after deducting non-recurring gains and losses was -88.96 million yuan, compared to -66.66 million yuan in the previous year [6].