制图:朱林(豆包AI生成) 四川易冲科技有限公司(下称"易冲科技")为半导体行业知名企业，主营业务分为充电芯片和其他电源管理芯片两大板块。该公司正在被晶丰明源(688368.SH) 并购。 根据交易方案，多位易冲科技投资人承诺进行业绩对赌，对赌条件分别为充电芯片业务的利润和其他电源管理芯片业务的营收。 不过，从行业趋势及企业竞争力来看，这两大业务未来发展均存在较大压力，且有如何厘清两块业务之间的界限，避免出现以财务腾挪方式促进对赌条件达 成，最终损害上市公司中小股东利益的局面，同样值得留意。 操作 对标的不同业务采取不同对赌条件 晶丰明源主营业务为电源管理芯片及控制驱动芯片的研发与销售，业务聚焦于AC/DC电源芯片、高性能计算电源芯片、LED照明驱动芯片、电机控制驱动芯 片等；易冲科技主要从事无线充电芯片、通用充电芯片、汽车电源管理芯片、AC/DC及协议芯片等高性能模拟芯片及数模混合信号芯片的研发、设计和销 售。 根据《发行股份及支付现金购买资产并募集配套资金报告书(草案)》修订稿(下称《报告书》)，晶丰明源对易冲科技全部股份的收购价格为32.82亿元。 而易冲科技购买日经审计净资产为9.84亿元、购买日可辨 ...

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]