2025年12月25日，我国半导体封装材料产业骨干企业江苏华海诚科新材料股份有限公司（以下简称"华 海诚科"，证券代码：688535）发布公告，华海诚科发行股份、可转换公司债券及支付现金购买资产并 募集配套资金实施情况中，新增股份已上市、可转换公司债券登记已完成，且已完成对交易对方现金对 价的支付，华海诚科成功完成了对衡所华威电子有限公司（以下简称"衡所华威"）70%股权的收购。 收购方华海诚科成立于2010年12月，位于连云港市经济技术开发区，是一家专注于半导体芯片封装材料 的研发及产业化的国家级专精特新"小巨人"企业，主营产品包括环氧塑封料与电子胶黏剂，广泛应用于 半导体封装、板级组装等应用场景。华海诚科作为我国半导体封装材料产业骨干企业，已发展成为我国 规模较大、产品系列齐全、具备持续创新能力的环氧塑封料厂商，在半导体封装材料领域构建了完整的 研发生产体系并拥有完全自主知识产权，并结合下游封装产业的技术发展趋势，对先进封装用环氧塑封 料提前布局开展研发工作，已通过部分客户验证。 标的公司衡所华威是一家从事半导体芯片封装材料研发、生产和销售的国家级专精特新"小巨人"企业， 是国家863计划成果产业化基地、 ...

据悉，电子胶黏剂目前国产化率仅为20%～30%，其中高端产品国产化率不足10%。斯多福作为国内电 子胶黏剂领域的骨干企业，其核心创新产品在国产化替代方面取得重要进展，其中异方导电胶已成功打 破国外技术垄断，高折射率纳米压印胶攻克了显示行业关键技术壁垒。目前，企业产品已批量供应300 余家行业头部客户。 中化新网讯 近日，天津利安隆新材料股份有限公司联合北洋海棠基金对深圳斯多福新材料科技有限公 司战略增资，其中利安隆获25%股权。利安隆表示，此轮增资将有助于利安隆旗下电子材料业务增加新 品类，切入全球规模超400亿元且持续快速增长的电子胶黏剂赛道。 图为签约现场。 利安隆此次对斯多福的战略投资，正是持续推进国产替代战略的关键举措。增资完成后，双方还将实现 全产业链深度协同。利安隆将开放其在精细化工领域的产业链资源、全球渠道与管理体系，支持斯多福 加快天津生产基地建设与全球市场拓展步伐。斯多福计划将所获资金重点用于扩大异方导电胶、纳米压 印胶等高端产品的产能，以更好地满足国内市场日益增长的高端胶黏剂国产化需求。 ...

Core Viewpoint - Lianlong's investment in Shenzhen Stof New Materials Technology Co., Ltd. marks a strategic move into the electronic adhesive market, enhancing its product matrix and addressing the challenge of high-end material supply in China [1][2]. Group 1: Market Opportunity - The electronic adhesive market is valued at over 40 billion yuan, with a current domestic localization rate of only 20%-30% and high-end products below 10%, indicating significant room for domestic alternatives [2]. - The global electronic adhesive market is projected to grow from $5.1 billion in 2023 to $12.1 billion by 2033, with a compound annual growth rate (CAGR) of 9% [2]. - China's electronic adhesive market is expected to exceed 17 billion yuan by 2025, with a CAGR of 12%-15%, outpacing global growth rates [2]. Group 2: Technological Advancements - Stof has established itself as a key player in the electronic adhesive sector, with 87 patents covering essential resin systems [3]. - The company has achieved significant technological breakthroughs, including the development of anisotropic conductive adhesives that break foreign monopolies and high-refractive-index nano-imprinting adhesives that overcome industry barriers [3]. - Stof's core products are widely used across over 300 leading clients in high-end sectors such as smart terminals, new energy, and semiconductors [3]. Group 3: Strategic Collaboration - The investment will enable deep collaboration across the entire industry chain, with Lianlong providing its fine chemical industry chain and global marketing resources to support Stof's production and market expansion [4]. - Stof plans to use the investment to expand production capacity for high-end products, addressing domestic demand for electronic adhesives [4]. - Both companies share technological foundations in specialty polymer materials, allowing for shared R&D experiences and reduced market development costs due to overlapping customer channels [4].

Core Viewpoint - The adoption of targeted convertible bonds for mergers and acquisitions (M&A) is gaining popularity among listed companies due to their dual characteristics of equity and debt, providing flexibility and reducing financial pressure compared to traditional cash payments [1][3]. Group 1: Adoption of Targeted Convertible Bonds - Since the introduction of targeted convertible bonds for restructuring projects, 16 A-share listed companies have announced plans to use this method for M&A, alongside issuing shares and cash payments [1][2]. - Companies like Changhong High-Tech and Huahai Chengke are actively pursuing M&A using targeted convertible bonds, indicating a trend among tech firms [2][4]. - Targeted convertible bonds allow companies to issue bonds that can be converted into shares under certain conditions, providing a flexible payment structure for M&A transactions [2][3]. Group 2: Benefits for Technology Companies - Over 60% of the companies utilizing targeted convertible bonds for asset purchases are from the Sci-Tech Innovation Board and the Growth Enterprise Market, primarily targeting technology firms [4][5]. - The characteristics of technology companies, such as being asset-light and having high R&D investments, make targeted convertible bonds a suitable financing option, allowing for differentiated pricing and supporting valuation stability [5][6]. - The mechanism of targeted convertible bonds provides capital support flexibility for tech firms while allowing investors to mitigate risks and share in future growth [5][6]. Group 3: Enhancing M&A Efficiency - The use of targeted convertible bonds, along with other innovative tools, has significantly improved the efficiency of M&A transactions, reducing costs and risks associated with traditional methods [6]. - The flexible design and lower financing costs of targeted convertible bonds enhance market activity and promote resource integration and industrial collaboration [6]. - However, complexities in the terms of targeted convertible bonds may introduce challenges in understanding and negotiation, alongside potential credit and market valuation risks [6].

Core Viewpoint - The innovative payment method of directed convertible bonds is increasingly favored by listed companies due to its "dual attributes" of equity and debt, enhancing flexibility in mergers and acquisitions [1][6]. Summary by Sections Mergers and Acquisitions Trends - As of this year, 16 A-share listed companies have announced plans to use a combination of issuing shares, directed convertible bonds, and cash for mergers and acquisitions [2][5]. - The "Six Guidelines for Mergers" encourage companies to utilize various payment tools, including directed convertible bonds, to increase transaction flexibility [2]. Adoption by Companies - Companies like Changhong High-Tech and Huahai Chengke are actively pursuing mergers using directed convertible bonds, with ongoing due diligence and fundraising efforts [3][4]. - Notably, the first successful project using directed convertible bonds as a payment tool was completed by Fulede [5]. Characteristics of Directed Convertible Bonds - Directed convertible bonds are issued to specific investors and can be converted into company shares under agreed conditions, providing a dual benefit of debt protection and equity potential [5]. - This payment method is particularly attractive for technology companies, which often face high financial pressure from traditional cash payments and the risk of excessive dilution from pure equity payments [2][8]. Appeal to Technology Sector - Over 60% of the companies planning to use directed convertible bonds for acquisitions are from the Sci-Tech Innovation Board and the Growth Enterprise Market, primarily targeting technology firms [7]. - The technology sector's characteristics, such as being asset-light and having high R&D investments, make directed convertible bonds a suitable financing option, allowing for differentiated pricing and supporting valuation stability [8]. Efficiency in Mergers - The use of directed convertible bonds, along with other innovative tools, has significantly improved the efficiency of mergers and acquisitions, reducing costs and risks associated with transactions [9]. - This method enhances market activity and facilitates resource integration, balancing the risks and returns for both parties involved in the transaction [9][10].

Group 1 - The core point of the news is that Huahai Chengke has received approval from the CSRC for a major asset restructuring plan, which involves acquiring 70% of Hengsu Huawai for a total price of 1.12 billion yuan, aiming to achieve 100% control post-transaction [2][3] - The acquisition is expected to propel Huahai Chengke from a domestic semiconductor packaging materials company to a world-class player in the industry, marking a significant leap in its development [3][4] - The acquisition comes with a high premium of 321.98%, raising concerns about potential goodwill impairment risks due to the absence of a performance compensation mechanism [5][6] Group 2 - Huahai Chengke's revenue from 2021 to 2024 shows fluctuations, with figures of 347 million yuan, 303 million yuan, 283 million yuan, and 332 million yuan respectively, indicating a decline in 2022 and 2023 [4] - The company's R&D expenses have been increasing year-on-year, with amounts of 18.29 million yuan, 24.64 million yuan, and 26.41 million yuan from 2022 to 2024, reflecting a commitment to innovation [4] - The company holds 31 invention patents and 84 utility model patents, emphasizing its focus on protecting core technologies and enhancing its competitive edge in the semiconductor packaging materials sector [4] Group 3 - The acquisition of Hengsu Huawai is part of a broader trend in the semiconductor industry, where mergers and acquisitions are accelerating due to the recovery of the global semiconductor market [7][8] - The demand for semiconductors is expected to grow continuously, driven by sectors such as smart vehicles, robotics, cloud computing, and artificial intelligence, which will further encourage companies to pursue mergers to meet market needs [9] - Experts predict that the trend of mergers and acquisitions in the semiconductor industry will persist for a considerable time, as domestic companies seek to catch up with international standards through strategic acquisitions [8][9]

Core Viewpoint - Huahai Chengke's major asset restructuring is nearing completion, with approval from the China Securities Regulatory Commission for the acquisition of 70% of Hengsu Huawai Electronics Co., Ltd. [1][3] Group 1: Acquisition Details - The restructuring plan involves a combination of issuing shares, convertible bonds, and cash payments to acquire 70% of Hengsu Huawai, with a total transaction value of 11.2 billion yuan [9][11] - Huahai Chengke previously acquired 30% of Hengsu Huawai for 480 million yuan using over-raised funds [1][6] - The company plans to raise up to 800 million yuan to cover cash payments and related project construction [10] Group 2: Business Impact - Post-restructuring, Huahai Chengke's annual production capacity in the semiconductor epoxy encapsulation material sector is expected to exceed 25,000 tons, positioning it as the second-largest globally in terms of shipment volume [11] - Both Huahai Chengke and Hengsu Huawai are profitable, with Hengsu Huawai projected to achieve over 70 million yuan in combined profits for 2023 and 2024 [1][12] - The merger is anticipated to enhance Huahai Chengke's profitability and operational scale, addressing previous growth bottlenecks [11][12] Group 3: Historical Context - The acquisition follows an earlier attempt by Debang Technology to acquire Hengsu Huawai, which was terminated shortly before Huahai Chengke's announcement [6][7] - Huahai Chengke's controlling shareholders have historical ties to Hengsu Huawai, having held significant positions within the company prior to founding Huahai Chengke [7][8]

Core Viewpoint - The company plans to issue approximately 5.699 million shares at a price of 56.15 yuan per share and 4.8 million convertible bonds to acquire 70% equity in Hengsuo Huawai, with a total transaction amount of 1.12 billion yuan [1] Group 1: Transaction Details - The total amount raised will be used for cash compensation, technological transformation of chip-level packaging material production lines, construction of intelligent production lines for automotive-grade chip packaging materials, upgrading of research centers, and supplementing working capital [1] - The target company, Hengsuo Huawai, is a national-level specialized and innovative "little giant" enterprise engaged in the R&D, production, and sales of semiconductor chip packaging materials [1] Group 2: Market Position and Impact - After the transaction, Huahai Chengke's annual production and sales volume in the field of semiconductor epoxy encapsulants is expected to exceed 25,000 tons, maintaining its leading position in China and becoming the second-largest globally in terms of shipment volume [1] - The integration of both companies' technological advantages will accelerate the R&D and mass production of advanced packaging materials such as high thermal conductivity encapsulants and storage chip encapsulants, breaking the foreign technology monopoly [1] Group 3: Company Profile - Huahai Chengke is a national-level specialized and innovative "little giant" enterprise focused on semiconductor chip packaging materials, with main products including epoxy encapsulants and electronic adhesives [1] - As of September 19, the company's stock price was reported at 106.00 yuan per share, with a daily increase of 1.92% [1]

Core Viewpoint - The article discusses the acquisition of 70% equity in Hengsuo Huawei Electronics Co., Ltd. by Huahai Chengke, which is a significant move in the semiconductor materials industry, particularly in the epoxy molding compound sector [2][3]. Group 1: Acquisition Details - Huahai Chengke plans to acquire 70% of Hengsuo Huawei for 1.12 billion yuan, valuing the company at 1.658 billion yuan, with the transaction approved by the Shanghai Stock Exchange's M&A review committee [2]. - The acquisition follows a previous agreement where Huahai Chengke acquired 30% of Hengsuo Huawei for 480 million yuan, using approximately 287 million yuan of over-raised funds [2]. - This acquisition is seen as a major milestone in the polymer materials sector, especially as it was nearly taken over by another leading company, Debang Technology [2]. Group 2: Company Overview - Hengsuo Huawei is recognized as the third-largest global producer of epoxy molding compounds and the leading domestic supplier, with a projected revenue of 460 million yuan in 2024 [3]. - The company specializes in various epoxy molding compounds used in semiconductor packaging, including black, gold, and transparent types, with advanced packaging products priced at approximately 251,000 yuan per ton [3][4]. - Huahai Chengke, established in December 2010, is a national-level "specialized and innovative" small giant enterprise, listed on the STAR Market with a market capitalization of 7.489 billion yuan [8]. Group 3: Financial Performance - In 2024, Huahai Chengke reported a revenue of 332 million yuan, a year-on-year increase of 17.21%, and a net profit of 40.803 million yuan, up 28.97% [9]. - The company experienced a decline in net profit in the first half of 2025, with a revenue of 179.076 million yuan, reflecting a year-on-year growth of 15.30%, but a net profit drop of 44.67% [9]. Group 4: Production Capacity - Hengsuo Huawei's production capacity for 2024 is projected at 12,959.10 tons, with a utilization rate of 96.93% and a sales volume of 12,463.17 tons [7]. - Huahai Chengke's acquisition is expected to boost its annual production capacity to over 25,000 tons, solidifying its position as a leader in the domestic market and the second-largest globally [6].

Summary of Key Points Core Viewpoint - Jiangsu Huahai Chengke New Materials Co., Ltd. plans to issue shares, convertible bonds, and cash to acquire 70% equity of Hengsuo Huawai Electronics Co., Ltd. from 13 shareholders, while raising supporting funds [1][12]. Group 1: Transaction Overview - The transaction involves the acquisition of 70% equity of Hengsuo Huawai Electronics Co., Ltd. through the issuance of shares, convertible bonds, and cash [12]. - The target company specializes in the research, production, and sales of epoxy encapsulation materials for semiconductor chips [12]. - The transaction price does not include the amount raised for supporting funds [12]. Group 2: Regulatory Compliance - The company and all directors, supervisors, and senior management guarantee that the information disclosed in this transaction does not contain false records, misleading statements, or significant omissions [2][3]. - The independent financial advisor and other related service institutions have confirmed the accuracy and completeness of the information provided in the transaction documents [4][9]. Group 3: Risk Management - The actual controller and related parties have committed to not transferring their shares in the company if any information related to the transaction is found to be misleading or false, pending investigation conclusions [2][3]. - The company assumes responsibility for any changes in operations and earnings resulting from the transaction [3]. Group 4: Financial and Legal Advisors - The independent financial advisor is CITIC Securities Co., Ltd., with legal counsel provided by Jiangsu Century Tongren Law Firm and auditing by Zhonghui Certified Public Accountants [4][9].