事实上，自证监会发布《关于深化科创板改革 服务科技创新和新质生产力发展的八条措施》（以下简称"科八条"）以来， 科创板公司并购踊跃，示范案例加速落地。以2025年为例，截至目前，年内新增披露并购交易73单，其中发股/可转债类24 单，现金重大类7单。与此同时，交易标的逐渐多样化，总计有39单为收购未盈利标的，8单为收购IPO撤回企业。 并购重组再迎披露"小高峰" 本报记者 田鹏 9月9日，中芯国际集成电路制造有限公司（以下简称"中芯国际"）、南京晶升装备股份有限公司披露发行股份购买资产预 案并复牌，成为科创板公司发行股份购买资产的示范案例。 头部企业踊跃参与 随着半年报披露完毕，叠加二级市场企稳回升，科创板公司并购重组再迎披露"小高峰"。数据显示，8月份以来，截至目 前，新增披露15单并购重组项目，涉及交易金额超24亿元，半数为发股类或现金重大类资产重组，其中不乏头部公司通过并购 获取优质产能与技术能力的重磅交易。 例如，8月31日，华虹半导体有限公司披露拟发行股份及支付现金收购上海华力微电子有限公司（以下简称"华力微"） 97.4988%股权预案。据悉，华力微主要从事12英寸集成电路晶圆代工服务，为通信、消 ...

半年报披露完毕，叠加二级市场企稳回升，科创板公司并购重组再迎披露"小高峰"。8月以来，新增披 露15单，已披露交易金额超24亿元，半数为发股类或现金重大类资产重组，不乏华虹公司、中芯国际等 头部公司通过并购获取优质产能与技术能力的交易。 8月31日，华虹公司披露发行股份及支付现金收购上海华力微97.4988%股权预案。华力微主要从事12英 寸集成电路晶圆代工服务，为通信、消费电子等终端应用领域提供完整技术解决方案。交易完成后，该 公司预计将新增3.8万片/月的65/55nm、40nm产能。业内人士认为，这既是为了履行科创板上市时解决 与兄弟公司存在业务重叠的承诺，同时也有望在工艺优化、良率提升、器件结构创新等方面产生协同效 应，进一步提高上市公司的客户服务能力。 并购重组再迎披露"小高峰" 9月9日，中芯国际披露发行股份收购中芯北方49%股权，从而实现对中芯北方的100%控股。根据交易 预案，中芯北方成立十余年，长期专注于集成电路工艺技术的开发，向全球客户提供12英寸晶圆代工与 技术服务，2024年中芯北方营业收入达129.79亿元，同比增长12.12%，归母净利润16.82亿元，同比增 长187.52%。作 ...

Core Viewpoint - Huahong Company announced a restructuring plan to acquire 97.4988% equity of Huali Micro through a combination of share issuance and cash payment, aiming to enhance its 12-inch wafer foundry capacity and eliminate industry competition [1][5][7]. Group 1: Company Actions - The company plans to issue shares to no more than 35 specific investors to raise supporting funds for the acquisition [1][5]. - The stock will resume trading on September 1, following a suspension since August 18 due to the transaction planning [1][3]. - The issuance price is set at 43.34 yuan per share, approximately 44.79% lower than the pre-suspension price of 78.5 yuan [5]. Group 2: Financial Performance - For the first half of 2025, Huahong Company reported a revenue of 8.018 billion yuan, a year-on-year increase of 19.09%, but a net profit of 74.3154 million yuan, down 71.95% year-on-year [7]. - The funds raised will be used for working capital, debt repayment, cash payment for the acquisition, and project construction of the target company [5]. Group 3: Industry Context - The semiconductor industry has seen 139 merger and acquisition events this year, a 24-event increase compared to the same period in 2024, with a focus on equipment, materials, and design sectors [9]. - Recent M&A activities in the semiconductor sector highlight a trend driven by policy incentives and technological integration needs, with a notable demand for advanced process equipment [10].

8月31日，芯片龙头华虹公司披露重组预案，公司拟通过发行股份及支付现金方式向华虹集团 等4名交易对方购买其合计持有的华力微97.4988%股权，并拟向不超过35名符合条件的特定对 象发行股票募集配套资金。 公司股票将于9月1日开市起复牌。此前，因筹划本次交易，公司股票自8月18日起停牌。 记者丨刘雪莹 编辑丨曾静娇 | 证券代码 | 证券简称 | 停复牌类型 停牌起始日 | 停牌期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | | 688347 | 华虹公司 | A 股 复牌 | | 2025/8/29 | 2025/9/1 | 21财经·南财快讯记者注意到，截至8月15日，华虹公司股价当日创下新高78.5元/股， 今年以 来涨幅达到68.93% ，最新市值约为1358亿元。 重组预案透露，经交易各方友好协商，本次发行价格为 43.34元/股 ，不低于定价基准日前120 个交易日公司股票交易均价的80%。按华虹公司停牌前78.5元/股计算， 此次发行价较停牌前 价格折价约44.79%。 公告显示，本次募集配套资金拟用于补充流动资金及偿还债务、支付 ...

Core Viewpoint - The company plans to acquire a 97.4988% stake in Shanghai Huali Microelectronics Co., Ltd. through a combination of share issuance and cash payment, while also raising supporting funds from specific investors [1][3]. Group 1: Transaction Details - The company will issue shares at a price of 43.34 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [3]. - The total amount of supporting funds raised will not exceed 100% of the transaction price for the asset acquisition [3]. - The funds will be used for working capital, debt repayment, cash consideration, and project construction, with a maximum of 25% of the asset transaction price allocated for working capital and debt repayment [3]. Group 2: Financial Performance - In the first half of 2025, the company achieved a revenue of 8.018 billion yuan, a year-on-year increase of 19.09%, but the net profit attributable to the parent company decreased by 71.95% to 74.3154 million yuan [5]. - The acquisition of Huali Micro will enhance the company's total assets, net assets, revenue, and net profit, thereby improving its operational capabilities [5]. Group 3: Strategic Implications - The transaction is expected to create synergies in technology and operational efficiency, enhancing the company's competitive edge in logic and specialty processes [6]. - The integration of resources and management will lead to cost reduction and efficiency improvement, increasing market share and profitability [6].

Core Viewpoint - Huahong Company plans to acquire 97.4988% equity of Huahong Microelectronics through a combination of share issuance and cash payment, while also raising matching funds from specific investors [2][6]. Group 1: Transaction Details - The transaction involves purchasing shares from four shareholders, including Huahong Group and various investment funds [6]. - The issuance price is set at 43.34 yuan per share, which is 80% of the average trading price over the last 120 trading days [6]. - The total amount of matching funds raised will not exceed 100% of the transaction price for the asset purchase, with the number of shares issued capped at 30% of the total share capital post-transaction [6]. Group 2: Financial Implications - The funds raised will be used for working capital, debt repayment, cash payment for the acquisition, and project construction, with a maximum of 25% of the transaction price allocated for working capital and debt repayment [6]. - Following the transaction, Huahong Micro will become a subsidiary of Huahong Company, which is expected to enhance the company's total assets, net assets, revenue, and net profit [9]. Group 3: Company Performance - In the first half of 2025, Huahong Company reported revenue of 8.018 billion yuan, a year-on-year increase of 19.09%, but net profit decreased by 71.95% to 74.3154 million yuan [9]. - Huahong Company specializes in customized semiconductor wafer foundry services across various technology nodes and is a leading player in the specialty process wafer foundry industry [9]. Group 4: Strategic Benefits - The acquisition is expected to enhance Huahong Company's 12-inch wafer foundry capacity and create synergies in technology and operational efficiency [10]. - The integration of resources and core technologies is anticipated to accelerate innovation and improve competitive advantages in logic and specialty processes [10].

Group 1 - The company plans to acquire 97.4988% equity of Shanghai Huali Microelectronics Co., Ltd. for a total consideration that includes issuing shares at a price of RMB 43.34 per share, which represents a discount of approximately 44.79% compared to the last trading price of RMB 78.50 per share [1][2] - Following the acquisition, the company will directly and indirectly hold 100% of the target company's equity, as its wholly-owned subsidiary already holds approximately 2.5012% of the target's shares [1] - The company intends to conduct a non-public issuance of RMB shares to raise funds not exceeding 100% of the total consideration for the acquisition, with the number of shares issued not exceeding 30% of the company's total issued share capital at the time of completion [1] Group 2 - The target company primarily engages in 12-inch integrated circuit wafer foundry services in China, focusing on developing logic processes and providing comprehensive technical solutions for clients in communications and consumer electronics [2] - The acquisition is expected to enhance the company's 12-inch wafer foundry capacity, leveraging complementary advantages in process platforms to develop a broader range of foundry and supporting services [2] - The funds raised from the non-public issuance are intended for operational funding, debt repayment, cash consideration payment, and project funding for the target company, which will improve the overall financial condition of the group and promote future development [2]

Group 1 - The company plans to acquire 97.4988% equity of Shanghai Huali Microelectronics Co., Ltd. from several investors for a total consideration that includes issuing shares at a price of RMB 43.34 per share, which represents a discount of approximately 44.79% compared to the last trading price of RMB 78.50 per share [1][2] - Following the acquisition, the company expects to enhance its 12-inch wafer foundry capacity, leveraging complementary advantages in process platforms with the target company to provide comprehensive foundry services across various applications and technical specifications [2] - The proposed private placement of shares aims to raise funds not exceeding 100% of the total consideration for the acquisition, with the number of shares issued not exceeding 30% of the company's total issued share capital at the time of completion [1][2] Group 2 - The target company primarily engages in 12-inch integrated circuit wafer foundry services in China, focusing on developing logic processes and providing technical solutions for clients in communications and consumer electronics [2] - The acquisition is expected to generate synergies that will lower costs, increase market share, and achieve economies of scale through integrated management, process platforms, R&D resources, customized design, and supply chain collaboration [2] - The company has received a commitment from Huahong Group to inject the target company into the firm within three years post-listing, aligning with national strategic deployment and market expectations [2]

Core Viewpoint - Huahong Company plans to acquire a 97.4988% stake in Huali Micro through a combination of share issuance and cash payment, with the stock resuming trading on September 1 [1] Group 1: Transaction Details - The acquisition is expected to not constitute a major asset restructuring but will involve related party transactions [1] - The company intends to issue shares to no more than 35 qualified investors to raise matching funds for the acquisition [1] Group 2: Strategic Benefits - The target company provides 12-inch integrated circuit wafer foundry services, enhancing Huahong's production capacity in this area [2] - Both companies share 65/55nm and 40nm process foundry technologies, allowing for deep complementary advantages and broader application scenarios [2] - The integration of R&D resources and core technology sharing is anticipated to lead to synergies in process optimization, yield improvement, and device structure innovation [2] - The company aims to achieve integrated management through deep-level integration in internal management, process platforms, custom design, and supply chain, enhancing market share and profitability [2]

Core Viewpoint - Company plans to acquire 97.4988% stake in Shanghai Huali Microelectronics through share issuance and cash payment, aiming to enhance its 12-inch wafer foundry capacity and improve market competitiveness [1] Group 1: Acquisition Details - The acquisition involves four counterparties, including Huahong Group, and will be funded by issuing shares to no more than 35 qualified investors [1] - The company's stock is set to resume trading on September 1, 2025 [1] Group 2: Strategic Benefits - The target company provides 12-inch integrated circuit wafer foundry services, offering complete technical solutions for communication and consumer electronics [1] - Both companies share 65/55nm and 40nm process foundry technologies, allowing for deep complementary advantages and broader application coverage [1] - The integration is expected to enhance R&D resource sharing, process optimization, yield improvement, and innovation in device structures, thereby strengthening technological barriers and core competitiveness in logic and specialty processes [1] Group 3: Operational Integration - The company aims for integrated management through the consolidation of internal management, process platforms, custom design, and supply chains [1] - The focus on cost reduction and efficiency improvement is anticipated to lead to economies of scale, increasing market share and profitability [1]