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28纳米及以上半导体工艺节点的光罩相关专利
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晶合集成: 中国国际金融股份有限公司关于合肥晶合集成电路股份有限公司拟出售及出租资产暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-07-29 16:18
Core Viewpoint - The company plans to sell and lease assets related to its photomask business to Anhui Jingmei, aiming to enhance its strategic development and operational efficiency in the semiconductor industry [1][18]. Summary by Sections 1. Overview of Related Transactions - The company intends to transfer self-developed photomask technology to Anhui Jingmei for a price of RMB 27,732.13 million (excluding tax) [1][10]. - The lease of facilities and equipment to Anhui Jingmei and its subsidiary Anhui Jingrui will occur for a period of three years, with rental fees based on market pricing [2][9]. 2. Details of Asset Sale - The asset being sold includes patents and proprietary technology related to photomasks for 28nm and above semiconductor processes, encompassing 24 patents and 73 proprietary technologies [7][8]. - The technology transfer agreement is based on an independent valuation conducted by Beijing Zhongqi Hua Asset Appraisal Co., Ltd. [10][11]. 3. Asset Leasing Details - The leasing of facilities will be calculated at an annual rent of 6% of the original value of the leased assets, with the total expected rental fees for facilities not exceeding RMB 5,453.74 million (including tax) and for equipment not exceeding RMB 38,349.14 million (including tax) [2][9]. 4. Board Approval and Procedures - The board of directors approved the transactions with a vote of 6 in favor and 0 against, with related directors abstaining from the vote [3][19]. - The transactions require approval from the shareholders' meeting and relevant state-owned assets departments before implementation [4][20]. 5. Impact on Company Operations - The transactions are expected to enhance the company's competitive edge by integrating resources within the semiconductor supply chain [18]. - The company anticipates ongoing related transactions with Anhui Jingmei and Anhui Jingrui as part of its normal business operations post-transaction [18][19]. 6. Independent and Supervisory Review - Independent directors and the supervisory board have reviewed and approved the transactions, confirming compliance with legal and regulatory requirements [20][21].