Core Viewpoint - Sichuan Yichong Technology Co., Ltd. is a well-known company in the semiconductor industry, primarily engaged in charging chips and other power management chips, and is currently being acquired by Crystal Mingyuan [2] Group 1: Acquisition Details - The acquisition price for all shares of Yichong Technology by Crystal Mingyuan is set at 3.282 billion yuan [3] - Yichong Technology's net assets are audited at 984 million yuan, with identifiable intangible assets valued at an increase of 849 million yuan, leading to an additional goodwill of 1.661 billion yuan for Crystal Mingyuan post-acquisition [3] - The goodwill will require annual impairment testing, posing a risk to Crystal Mingyuan's profits if Yichong Technology's operational performance deteriorates [3] Group 2: Performance Guarantees - Crystal Mingyuan has signed a performance compensation agreement with several shareholders of Yichong Technology, stipulating profit guarantees for the charging chip business and revenue guarantees for the other power management chip business for the years 2025 to 2027 [4] - The profit guarantees for the charging chip business are set at 92 million yuan, 120 million yuan, and 160 million yuan for the respective years, while the revenue guarantees for the other power management chip business are set at 190 million yuan, 230 million yuan, and 280 million yuan [4] - If the performance targets are met at 90%, no compensation will be triggered, providing a buffer against potential fluctuations in operational performance [5] Group 3: Market Conditions - Yichong Technology's performance has been underwhelming, with revenues of 650 million yuan and 956 million yuan for 2023 and 2024, respectively, but net losses of 502 million yuan and 512 million yuan [6] - In the first five months of 2025, the company reported revenues of 476 million yuan, indicating a significant slowdown in growth, although it appears to have turned a profit with a net income of 42 million yuan [6] - The charging chip business achieved revenues of 391 million yuan with a gross margin of 40.61% in early 2025, but projections suggest a significant decline in net profit for the latter half of the year [6][7] Group 4: Pricing and Cost Dynamics - The unit price of charging chips decreased by 18.54% from 5.34 yuan to 4.35 yuan, while unit costs fell by 20.36%, indicating that the increase in gross margin is primarily due to reduced costs rather than improved pricing power [7] - The overall market dynamics suggest increased competition rather than a genuine recovery, as evidenced by the significant price drops [7] Group 5: Other Business Performance - The other power management chip segment also reported a gross margin of 21.07% in early 2025, a substantial increase, yet it still incurred a loss of 33 million yuan [10] - Despite a decrease in various expense ratios, the limited reduction in losses raises questions about the operational efficiency and financial health of this segment [10] - The potential overlap in operational resources between the two business segments could complicate the accurate assessment of performance metrics, impacting the reliability of the performance guarantees [10]

Core Viewpoint - Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. has responded to the Shanghai Stock Exchange's inquiry regarding its asset acquisition and fundraising plan, detailing the differentiated pricing mechanism, the unprofitable status of the target assets, and the asset-based valuation method [1] Differentiated Pricing Mechanism - The total transaction price is 3.283 billion yuan for 100% equity of the target company, with 50 transaction parties categorized into financial investors and management/employee shareholding platforms, using different pricing logic [2] - Financial investors can choose from three payment methods: 100% equity, 100% cash, or a mix of 50% equity and 50% cash, with pricing based on investment costs and a projected unit price of 15.04 yuan per registered capital [2] - Management and employee platforms have negotiated different prices, with the highest cash price at 106 million yuan corresponding to a share price of 18.38 yuan per registered capital [2] Profit Forecast for Target Assets - The target company is expected to achieve a net profit of 93.1 million yuan in 2025, following losses of 502 million yuan and 512 million yuan in 2023 and 2024, respectively [3] - Key growth drivers include an increase in revenue from the charging chip business to 886 million yuan with a gross margin of 36.08% [3] - Sensitivity analysis indicates that a 5% decrease in gross margin would reduce net profit to 37.82 million yuan, while a 5% increase in expense ratio would lower it to 37.43 million yuan, still maintaining profitability [3] Asset Group Valuation Dispute - The target company is divided into two asset groups: charging chips and other power management chips, with the charging chip business valued using the income method, showing a 264% increase in value [4] - The charging chip business is projected to generate 886 million yuan in revenue and 922.155 million yuan in net profit by 2025, while the other power management chip business is valued using the asset-based method, showing a 130.32% increase [4] - The asset group classification complies with accounting standards, and the cash flow from the charging chip business has been independently profitable since 2023 [4] Investor Protection Measures - Multiple safeguards have been established to address uncertainties regarding the target assets, including performance commitments from seven parties for net profits and revenue targets from 2025 to 2027 [5] - The lock-up period for performance commitment parties has been extended until the profit announcement date, and the controlling shareholder has voluntarily locked shares until the performance commitment period ends [5] - Following the transaction, the total assets of Jingfeng Mingyuan will increase to 5.459 billion yuan, with an 80.93% increase in revenue scale and an enhanced product line in power management chips [5]