Blue Whale News, March 11 (Reporter Wang Jianwen) Another case of "A eats A" appeared, semiconductor equipment leader North Huachuang (002371. SZ) plans to acquire control of Xinyuan Micro (688037.SH).

On the evening of March 10, Xinyuan Micro announced that North Huachuang plans to acquire 9.49% of the company's shares held by Advanced Manufacturing, the second largest shareholder of Xinyuan Micro, at a consideration of 88.48 yuan per share, with a total consideration of 1.687 billion yuan.

At the same time, Zhongke Tiansheng, the third largest shareholder of Xinyuan Micro, is also planning to list and transfer 8.41% of the shares of listed companies in its hands, at a price of not less than 85.71 yuan per share. NAURA said in the announcement that it will continue to increase its holdings of Xinyuan Micro shares and gain control of it by participating in public bidding and other means.

Since its listing in 2019, Xinyuan Micro has been in a state of no controlling shareholder and no actual controller. If NAURA succeeds in taking over the equity held by Zhongke Tiansheng, its shareholding in Xinyuan Micro will increase to 17.90%, replacing Kefa Industry, which holds 10.61% of the shares, to become the company's new largest shareholder.

On the trading day after the announcement, the share price of Xinyuan Micro closed at 97.50 yuan per share, an increase of 10.19%, with a total market value of 19.6 billion yuan. The share price of the other party to the transaction, NAURA opened high and went low, closing at 444.26 yuan per share, down 2.57%, with a total market value of about 237.2 billion yuan.

Shenyang semiconductor tycoon Zheng Guangwen's capital operation is frequent

Advanced Manufacturing, which sold its stake in Xinyuan Micro to North Huachuang in this transaction, is a company controlled by Zheng Guangwen, a director of Xinyuan Micro, who is also known as Fuchuang Precision (688409. SH) de facto.

According to public information, Zheng Guangwen has rich investment experience in the field of industrial manufacturing, and as early as 2003, he invested in advanced manufacturing, a company under the Shenyang Institute of Automation, Chinese Academy of Sciences, and then indirectly held shares of Xinyuan Micro. In 2008, Advanced Manufacturing also participated in the establishment of Fuchuang Precision, a semiconductor equipment parts manufacturing company. In October 2022, Fuchuang Precision was listed on the Science and Technology Innovation Board, and at present, Zheng Guangwen controls a total of 25.52% of the shares of Fuchuang Precision and serves as the chairman of the company.

At the beginning of the listing of Xinyuan Micro, advanced manufacturing was the company's largest shareholder. However, since 2022, advanced manufacturing has repeatedly reduced its stake in Xinyuan Micro. The shareholding ratio continues to decline, and in the first quarter of 2024, Advanced Manufacturing has become the company's second largest shareholder.

In the multiple reductions, advanced manufacturing has obtained a total of about 884 million yuan in transfers. In addition, the advanced manufacturing cleared the transfer of Xinyuan Micro shares at a consideration of 1.687 billion yuan, and the advanced manufacturing has returned a total of 2.571 billion yuan.

As the actual controller of advanced manufacturing, Zheng Guangwen has profited a lot from the above transactions. Tianyancha shows that Zheng Guangwen directly and indirectly holds 94.86% of the shares of advanced manufacturing. Based on this calculation, Zheng Guangwen can make a profit of about 2.439 billion yuan from the above transaction.

In addition, in July 2024, Fuchuang Precision announced that the company plans to acquire 100% of the equity of Beijing Yisheng Precision Semiconductor Co., Ltd. (hereinafter referred to as "Yisheng Precision") for a consideration of no more than 800 million yuan. The company is also controlled by Zheng Guangwen, and the announcement shows that Zheng Guangwen and Advanced Manufacturing hold 68.04% and 14.01% of the company's shares respectively. The left-right hand capital operation is less than two years away from the listing of Fuchuang Precision, and the transaction objectively enables Zheng Guangwen to receive about 650 million yuan in equity payment by way of cash payment.

It is worth noting that on the evening of February 14 this year, Fuchuang Precision received a regulatory letter issued by the Liaoning Securities Regulatory Bureau due to the failure of related parties to disclose suspected information disclosure violations. The company is exposed to certain management risks.

With high performance and market value, the market value rose by more than 100 billion, and NAURA continued to increase semiconductor equipment

Founded in 2001 and listed on the Shenzhen Stock Exchange in 2010, NAURA plans to obtain control of Xinyuan Micro is a popular fried chicken in the capital market. The actual controller of the company is Beijing Electronic Control, a subsidiary of Beijing State-owned Assets, which controls a total of 43.03% of the shares of the listed company.

As a leading semiconductor equipment company in China, NAURA Group's main business covers semiconductor equipment, vacuum and lithium battery equipment, precision electronic components, etc. In recent years, NAURA has experienced rapid growth.

From 2021 to 2023, NAURA will have operating income of 9.683 billion yuan, 14.688 billion yuan, and 22.079 billion yuan respectively; The net profit attributable to the parent company was 1.077 billion yuan, 2.353 billion yuan and 3.899 billion yuan respectively. According to the performance forecast, in 2024, the company is expected to achieve operating income of 27.600 billion yuan to 31.780 billion yuan, a year-on-year increase of 25.00%-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%-52.60%.

NAURA also saw its share price rise. Since the beginning of 2024, the company's share price has increased from 239.73 yuan/share to 444.26 yuan/share, with a cumulative increase of 81.25%, and the corresponding market value has increased from 128 billion yuan to 237.2 billion yuan, with a total market value increase of more than 100 billion.

In the process of development, NAURA continues to expand its business boundaries through mergers and acquisitions. In 2017, the company spent 104 million yuan to acquire Akrion Systems LLC, an American integrated circuit cleaning machine equipment company. In 2020, the company spent 64 million yuan to acquire the assets related to the RF technology application business of Beiguang Technology.

This time, NAURA plans to obtain control of Xinyuan Micro, which is also to expand its business boundaries. NAURA said in the announcement that the company and Xinyuan Micro belong to the integrated circuit equipment industry, but the latter's main products are gluing and developing equipment, which are different from the company's product layout and can complement each other.

As a leading company in A-share gluing and developing equipment, Xinyuan Micro's performance has also continued to grow in recent years. From 2021 to 2023, the company's operating income will be 829 million yuan, 1.385 billion yuan, and 1.717 billion yuan respectively; The net profit attributable to the parent company was 77 million yuan, 200 million yuan and 251 million yuan.

However, in 2024, Xinyuan Micro's revenue growth has slowed down, and its profit level has also declined. According to the performance forecast, the company expects revenue in 2024 to be 1.770 billion yuan, 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%. Xinyuan Micro said that the decline in the company's net profit was mainly affected by factors such as the increase in R&D expenses and the increase in costs.