证券代码：688469 证券简称：芯联集成 公告编号：2025-048 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担相应的法律责任。 重要内容提示 ? 发行数量和价格 股票种类：人民币普通股（A 股） 发行股票数量：1,313,601,972 股 发行股票价格：4.04 元/股 ? 预计上市时间 本次发行股份购买资产新增股份已于 2025 年 9 月 3 日在中国证券登记 结算有限责任公司上海分公司办理完成登记手续。 本次发行新增股份在其限售期满的次一交易日在上海证券交易所上市 交易（预计上市时间如遇法定节假日或休息日，则顺延至其后的第一个交易 日），限售期自股份发行完成之日起开始计算。 ? 资产过户情况 本次交易标的资产的过户手续已办理完毕。 （二）本次发行情况 本次发行股份及支付现金购买资产中，发行的股份种类为人民币普通股（A 股），每股面值为人民币 1.00 元，上市地点为上交所。 本次发行股份及支付现金购买资产的定价基准日为上市公司第一届董事会 第二十四次会议决议公告日。经交易各方协商，上市公司确定本次发行股份购买 资产的发行 ...

Core Viewpoint - The approval of the acquisition of 72.33% of Chip Union Yuezhou by Chip Union Integrated marks a significant milestone in the semiconductor industry, being the largest chip acquisition case on the Sci-Tech Innovation Board, with a transaction value of approximately 5.9 billion yuan [1][3]. Group 1: Acquisition Details - Chip Union Integrated announced the acquisition plan on June 2024, intending to pay approximately 5.9 billion yuan, with 90% of the payment in shares and 10% in cash [5]. - The acquisition will make Chip Union Yuezhou a wholly-owned subsidiary of Chip Union Integrated, enhancing its capabilities in power semiconductors and MEMS [5][7]. - Chip Union Yuezhou specializes in power semiconductor wafer foundry services, particularly in silicon carbide (SiC) technology, and is recognized for its advanced production capabilities [6][7]. Group 2: Financial Performance - Both companies are currently operating at a loss, with Chip Union Integrated reporting a total loss of 4.008 billion yuan over the past three years, while Chip Union Yuezhou has incurred losses of approximately 2.6 billion yuan [1][8]. - Chip Union Yuezhou's revenue has shown significant growth, increasing from 137 million yuan in 2022 to an estimated 1.798 billion yuan in 2024, with a projected further increase in 2024 [8][9]. - Chip Union Integrated's revenue has also been on the rise, with a forecasted revenue of 6.509 billion yuan in 2024, reflecting a year-on-year growth of 22.25% [9][10]. Group 3: Research and Development - Chip Union Integrated has invested approximately 4.21 billion yuan in R&D from 2022 to 2024, while Chip Union Yuezhou has invested around 1.241 billion yuan in the same period [9][10]. - The companies are focusing on high R&D expenditures and advanced production techniques to improve their market position and profitability in the future [8][10]. - Chip Union Integrated aims to achieve profitability by 2026, driven by its strategic focus on the new energy and AI sectors [10][11].

Core Viewpoint - The acquisition of 72.33% of ChipLink Yuzhou Integrated Circuit Manufacturing Co., Ltd. by ChipLink Integrated (688469.SH) for 5.897 billion yuan is the first merger approved by the CSRC under the new "K8 Measures," emphasizing a shift towards prioritizing "hard technology" and long-term strategic development over short-term profitability [1][7][8]. Group 1: Acquisition Details - The transaction involves ChipLink Integrated purchasing the stake in ChipLink Yuzhou through a combination of issuing shares and cash payments, with the total transaction price set at 5.897 billion yuan [2][3]. - ChipLink Yuzhou is recognized as a leading domestic producer of automotive-grade SiC MOSFET power devices, with over 90% of its products used in the main drive inverters of electric vehicles [2][3]. - The acquisition will allow ChipLink Integrated to fully control ChipLink Yuzhou, enabling integrated management of their combined production capacities of 100,000 pieces per month and 70,000 pieces per month, respectively [3]. Group 2: Financial Performance - ChipLink Integrated's net profits from 2019 to 2024 show a trend of losses, with figures of -772 million yuan, -1.366 billion yuan, -1.236 billion yuan, -1.088 billion yuan, -1.958 billion yuan, and a projected profit of 962 million yuan in 2024 [3]. - ChipLink Yuzhou has also reported continuous losses over the past three years, with losses of 700 million yuan, 1.1 billion yuan, and 868 million yuan for 2022, 2023, and 2024 (as of October 31) respectively [3]. Group 3: Regulatory Context - The rapid approval of this merger by the CSRC reflects a new regulatory direction that supports the acquisition of unprofitable "hard technology" companies, indicating a more flexible approach to the standards of "sustainable operational capability" [7][8]. - The merger is seen as a significant signal for the integration of the semiconductor industry, aligning with national strategies for semiconductor self-sufficiency and carbon neutrality [9]. Group 4: Strategic Implications - The acquisition is expected to enhance the competitive edge of ChipLink Integrated in the automotive chip foundry sector by focusing on high-tech products and business development [3]. - Analysts suggest that this merger could lead to more strategic mergers and acquisitions in the high-tech sector, particularly in areas like third-generation semiconductors and advanced packaging, driven by technological integration and market demand [8][9].

Core Viewpoint - ChipLink Integrated announced a plan to acquire 72.33% of ChipLink Yuezhou Integrated Circuit Manufacturing Co., Ltd. for a transaction price of 5.897 billion yuan, aiming for full control and resource integration in high-end semiconductor fields [1][2] Group 1: Acquisition Details - The acquisition will allow ChipLink Integrated to fully control ChipLink Yuezhou, enhancing its core competitiveness in power semiconductors, silicon carbide (SiC), and high-voltage analog ICs [1] - The transaction involves 15 counterparties and is valued at 5.897 billion yuan [1] Group 2: ChipLink Yuezhou's Capabilities - ChipLink Yuezhou has a monthly production capacity of 70,000 8-inch IGBTs and silicon-based MOSFETs, and 8,000 6-inch SiC MOSFETs, positioning it as a pioneer in the domestic automotive-grade SiC power device industry [1] - Over 90% of ChipLink Yuezhou's SiC MOSFET products are used in the main drive inverters of new energy vehicles, with the company leading domestic shipments in 2023 and the first half of 2024 [1][2] Group 3: Strategic Implications - The acquisition will enable ChipLink Integrated to optimize management efficiency and increase investment in high-value areas such as SiC MOSFETs, VCSELs (GaAs), and high-voltage analog ICs [2] - The company aims to capitalize on the rapid growth in demand for SiC devices in the new energy vehicle, photovoltaic, and energy storage markets, solidifying its leading position in the third-generation semiconductor sector [2]

Core Viewpoint - The report outlines the independent financial advisory opinion regarding the acquisition of a 72.33% stake in ChipLink Integrated Circuit Manufacturing Co., Ltd. through a combination of share issuance and cash payment, emphasizing the strategic importance of this transaction for the company and its stakeholders [1][13]. Group 1: Transaction Overview - The transaction involves the acquisition of a 72.33% stake in ChipLink Yuanzhou Integrated Circuit Manufacturing Co., Ltd. for a total price of 589,661.33 million yuan [13]. - The main business of the target company is wafer foundry services in the power semiconductor sector, which aligns with the company's strategic focus [13]. - The transaction is classified as a related party transaction and is subject to regulatory compliance [14]. Group 2: Financial Assessment - The valuation of the target company was conducted using the market approach, resulting in an assessed value of 815,200.00 million yuan, indicating a premium of 132.77% over the transaction price [14]. - An additional assessment as of October 31, 2024, confirmed that the value of the target assets had not decreased, ensuring the protection of shareholder interests [15]. Group 3: Impact on Company Operations - Post-transaction, the company will fully control ChipLink Yuanzhou, allowing for integrated management of a combined monthly capacity of 17,000 8-inch wafers, enhancing operational efficiency [18][20]. - The acquisition is expected to bolster the company's capabilities in high-end semiconductor products, particularly in SiC MOSFET and high-voltage analog ICs, which are critical for the growing markets of electric vehicles and renewable energy [19][20]. - ChipLink Yuanzhou is recognized as a leader in the domestic market for SiC MOSFETs, with plans to scale production significantly by 2025, positioning the company competitively in the semiconductor industry [19].