After a three-trading day suspension, Xinyuan Micro (688037. SH) buyers finally appeared, and semiconductor giant NAURA (002371. SZ) intends to enter the main core source micro.

On the evening of March 10, Xinyuan Micro and NAURA announced that NAURA agreed to acquire 9.49% of the shares of Xinyuan Micro held by Shenyang Advanced Manufacturing Technology Industry Co., Ltd. (hereinafter referred to as "Advanced Manufacturing") with cash as the consideration, at a price of 88.48 yuan per share, with a total transaction consideration of 1.687 billion yuan.

The actual controller of advanced manufacturing is Zheng Guangwen, who is a director of Xinyuan Micro, and a listed company of semiconductor components, Fuchuang Precision (688409. SH).

In addition, on the same day, Shenyang Zhongke Tiansheng Automation Technology Co., Ltd. (hereinafter referred to as "Zhongke Tiansheng"), a shareholder holding more than 5% of the company's shares, intends to transfer all the shares it holds by 16,899,750 shares, accounting for 8.41% of the company's total share capital. NAURA will continue to increase its shareholding in the company and gain control of the company by participating in public bidding and other means.

As for how much equity of Xinyuan Micro will have to be obtained in the follow-up of North Huachuang to form control over it, on March 11, a reporter from Times Weekly called the Securities Department of Xinyuan Micro, and the relevant staff said that this needs to see the final shareholding ratio of North Huachuang and the seat arrangement of the board of directors.

On March 11, the share price of Xinyuan Micro rose by more than 16% after the resumption, and as of the close, it rose 10.19% to close at 96.88 per share, with a total market value of 19.59 billion yuan, and on the same day, North Huachuang fell 2.57% to 444.26 yuan per share, with a total market value of 237.2 billion yuan.

Xinyuan Micro's stock price on the morning of March 11

Image source: Choice Financial Terminal

North Huachuang plans to become the owner, and Zheng Guangwen cashed out 1.6 billion

The

Shanghai and Shenzhen stock markets will have another case of "A to A", and this time the transaction speed is quite fast. On March 5, Xinyuan Micro announced the announcement of the suspension of stock trading for the change of control, and the change plan was implemented after 5 days, and NAURA and Advanced Manufacturing signed a share transfer agreement on March 10.

Among the shares of Xinyuan Micro held by advanced manufacturing, 6.3 million shares have been pledged. According to the agreement, AMM undertakes to complete the procedures for the release of the pledge of the relevant underlying shares within 7 working days from the date of receipt of the first tranche of the share transfer price.

Founded in December 2002, Xinyuan Micro is a national high-tech enterprise initiated by the Shenyang Institute of Automation, Chinese Academy of Sciences, and listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange on December 16, 2019. The company is mainly engaged in the research and development, production and sales of semiconductor special equipment, and its products mainly include gluing and developing equipment for lithography process and monolithic wet equipment.

At present, Xinyuan Micro has no controlling shareholder and no actual controller. As of the end of December 2023, Advanced Manufacturing is the largest shareholder of Xinyuan Micro, holding 11.54% of the shares, with a reference market value of 2.126 billion yuan at the end of the period. Since 2024, Advanced Manufacturing has continued to reduce its holdings in Xinyuan Micro, and as of the end of the third quarter of 2024, its shareholding ratio has dropped to 9.49%, making it the second largest shareholder.

The actual controller of advanced manufacturing is Zheng Guangwen, who is a director of Xinyuan Micro. According to the enterprise investigation, Zheng Guangwen's total shareholding ratio in advanced manufacturing is about 94.86%. After this equity change, Advanced Manufacturing will no longer hold shares in the company, and Zheng Guangwen will cash out about 1.6 billion yuan in this transaction.

It is worth mentioning that the 58-year-old Zheng Guangwen is also the actual controller and chairman of Fuchuang Precision, a listed company on the Science and Technology Innovation Board. Fuchuang Precision is a leading enterprise of precision parts for semiconductor equipment in China, and one of the few precision parts manufacturers in the world that can mass-produce semiconductor equipment used in 7nm process.

The

transfer of all the shares held by Advanced Manufacturing is the first step for NAURA to enter the main core source micro, and it still needs to win more equity in the future.

As of the end of September 2024, the largest and third largest shareholders of Xinyuan Micro are Liaoning Kefa Industrial Co., Ltd. and Zhongke Tiansheng, with shareholding ratios of 10.61% and 8.41% respectively. The Shenyang Institute of Automation, Chinese Academy of Sciences holds 100% equity of Zhongke Tiansheng. Now, Zhongke Tiansheng intends to transfer all the shares of Xinyuan Micro held by it by agreement through public solicitation and transfer.

NAURA said that it will actively increase its shareholding in the company and gain control of the company by participating in public bidding and other means.

The net profit of Xinyuan Micro Deduction is halved, and the tide of semiconductor mergers and acquisitions rises

Founded in September 2001 and listed on the main board of the Shenzhen Stock Exchange in March 2010, the actual controller of the company is Beijing Electronics Holdings Co., Ltd., which is a 100% owned company by Beijing State-owned Capital Management Co., Ltd.

NAURA is a leading semiconductor equipment company in China, focusing on the R&D, production, sales and technical services of basic semiconductor products, including electronic process equipment and electronic components. Electronic process equipment includes semiconductor equipment, vacuum and new energy lithium battery equipment, and electronic components include resistors, capacitors, crystal devices, module power supplies, microwave components, etc. As of the close of trading on March 10, NAURA reported a close of 455.96 yuan per share, with a market value of 243.4 billion yuan.

According to NAURA 2024 performance forecast, the company's estimated revenue in 2024 will be 27.6 billion yuan to 31.78 billion yuan, a year-on-year increase of 25% to 43.93%; The net profit attributable to the parent company was 5.170 billion yuan to 5.950 billion yuan, a year-on-year increase of 32.60% to 52.60%.

NAURA said that during the reporting period, the company made breakthroughs in a number of new products. A number of new products such as capacitively coupled plasma etching equipment (CCP), plasma-enhanced chemical vapor deposition equipment (PECVD), atomic layer deposition vertical furnace, stacked cleaning machine and other new products have entered the customer's production line and achieved mass sales, enriching the company's product matrix and enhancing the integrity of the product layout.

According to the performance express report of Xinyuan Micro, the company will achieve revenue of 1.770 billion yuan in 2024, a year-on-year increase of 3.09%; the net profit attributable to the parent company was 211 million yuan, a year-on-year decrease of 15.85%; The net profit after deducting non-attributable to the parent company was 81.7536 million yuan, a year-on-year decrease of 56.32%.

As for the reasons for the year-on-year decline in net profit attributable to the parent company after deducting non-profits, Xinyuan Micro said that the main reason is that the company continued to increase R&D investment and increased R&D expenses; As the scale of the company expands, the cost increases; Government grants included in other income increased.

Talking about the purpose of this transaction and the impact on the company, NAURA said that the two parties to this transaction belong to the integrated circuit equipment industry, but the product layout is different and complementary, which is conducive to the synergy of the two parties.

It is worth mentioning that recently, many listed companies in the semiconductor field such as Guanghong Technology, Youyan Silicon, TCL Technology, and Yingjixin have also disclosed their merger and acquisition plans.

On March 11, Qu Fang, a senior investment consultant of Wanlian Securities, told a reporter from Times Weekly: "The semiconductor industry has high technical barriers in its industry segments, so if the head company wants to complete the integration of the industrial chain, it is best to carry out it through acquisition, which is also the reason why there are many mergers and acquisitions in the semiconductor industry." ”