Core Viewpoint - Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. plans to acquire Sichuan Yichong Technology Co., Ltd. to enhance its platform layout in the analog chip sector through product synergy and customer resource integration [1] Integration Management Plan - The integration plan covers five dimensions: business, assets, finance, personnel, and organization [2] - Business integration focuses on complementary product matrices and shared customer resources, with a joint launch of a 140W fast charging solution and future development of "MCU + driver" solutions in automotive electronics [2] - Financial management will unify the financial systems of both companies, ensuring compliance through regular audits [2] - Personnel stability will be maintained during the performance commitment period, with the core management team of Yichong Technology remaining intact [2] Differentiated Performance Commitment - The performance commitment includes differentiated assessment indicators for two major business segments: charging chips and other power management chips [3] - For charging chips, net profit commitments for 2025-2027 are set at no less than 92 million, 120 million, and 160 million yuan respectively [3] - For other power management chips, revenue commitments for the same period are set at no less than 190 million, 230 million, and 280 million yuan respectively [3] - The compensation trigger conditions are set at 90% of the committed net profit or revenue, with a maximum compensation amount covering 90% of the after-tax share price [3] Historical Acquisition Effectiveness - Jingfeng Mingyuan has accelerated its layout in the power management chip sector through external acquisitions, with a total transaction value of 945 million yuan since 2020 [4] - Acquired companies have shown steady performance growth, with Lingou Chuangxin's 2024 revenue increasing by 69.11% and net profit by 83.37% [4] Synergy Focus Areas - The transaction's synergy value is detailed in three areas: technical complementarity, customer sharing, and R&D integration [5] - The company's 40V medium-voltage BCD process platform is expected to reduce unit costs for Yichong's automotive chips by 15%-20% [5] - Shared customers in consumer electronics include Honor, Lenovo, and Vivo, while automotive electronics have introduced companies like BYD and Changan [5] - Joint development of mixed-signal SoC architecture aims to enhance the integration and reliability of power management chips for smart terminals [5] - The transaction's asset valuation is set at 3.283 billion yuan, with share payments accounting for 61.9% and a share issuance price of 50.39 yuan per share [5]