Core Viewpoint - Zhengfan Technology has signed a share transfer agreement to acquire 62.2318% of Hanjing Semiconductor for approximately 1.12 billion yuan, which will make Hanjing a subsidiary of Zhengfan [1][2] Group 1: Acquisition Details - The acquisition aligns with Zhengfan Technology's strategic development, enhancing operational capabilities and profitability through synergies with Hanjing Semiconductor [1] - Hanjing Semiconductor, established over three years ago, has developed advanced manufacturing technologies for high-precision quartz and ceramic materials, serving major clients like TSMC and Tokyo Electron [1] - The transaction is expected to bring significant value, with a valuation increase of 640.46% compared to the assessed value of 1.905 billion yuan [2] Group 2: Financial Performance - Hanjing Semiconductor's revenue from 2023 to Q1 2025 was 509 million yuan, 461 million yuan, and 88.22 million yuan, with net profits of 117 million yuan, 87.16 million yuan, and 23.20 million yuan respectively [2] - The sellers have committed to a performance guarantee, ensuring Hanjing Semiconductor achieves a cumulative net profit of no less than 393 million yuan from 2025 to 2027, translating to an annual profit contribution of 65 to 100 million yuan for Zhengfan [2] Group 3: Challenges and Previous Acquisitions - Zhengfan Technology's revenue in Q1 this year was 677 million yuan, a year-on-year increase of 14.94%, while net profit rose by 38.23% to 34.42 million yuan [2] - The company's debt ratio has increased significantly, from 39.68% in 2020 to 63.94% in Q1 this year, indicating potential financial challenges [2] - Zhengfan has been actively expanding its semiconductor business, having previously acquired a 30.5% stake in Hongge Semiconductor for 336 million yuan, increasing its ownership to 90.5% [3]

Core Viewpoint - The company Zhengfan Technology plans to acquire 62.23% of Hanjing Semiconductor for cash, aiming to enhance its competitiveness in the semiconductor high-consumption component sector [2][12]. Group 1: Acquisition Details - Zhengfan Technology will acquire 62.23% of Hanjing Semiconductor for approximately 1.12 billion yuan, based on a total valuation of 1.8 billion yuan for the company [7]. - The transaction involves five shareholders of Hanjing Semiconductor, with the largest shareholder transferring 41.2% of their stake [7]. - The acquisition is not classified as a related party transaction or a major asset restructuring [3]. Group 2: Financial Metrics - Hanjing Semiconductor's estimated net profit for 2024 is 84.0183 million yuan, resulting in a price-to-earnings (PE) ratio of 21.4 times, which aligns with market valuations [7]. - The company has committed to achieving a cumulative net profit of no less than 393 million yuan over the next three years, with an average annual profit of 131 million yuan, leading to a PE ratio of 13.7 times [10][11]. Group 3: Business Performance and Market Position - Hanjing Semiconductor is recognized as the first domestic producer of silicon carbide materials and a leading supplier in the quartz products industry, serving major clients like Tokyo Electron and TSMC [11][14]. - The company is currently in a high growth phase, expanding its production lines, including the first ultra-pure quartz production line in China [14]. - Zhengfan Technology reported a revenue of 5.469 billion yuan in 2024, a year-on-year increase of 42.63%, and a net profit of 528 million yuan, up 31.50% [15].