Following the acquisition of Zangge Mining by Zijin Mining, a leading non-ferrous metal company, the two cities may have another case of "A to A".

On the evening of March 10, Xinyuan Micro (SH688037, closing price of 97.50 yuan, market value of 19.594 billion yuan) announced that because Shenyang Advanced Manufacturing Technology Industry Co., Ltd. (hereinafter referred to as Advanced Manufacturing), a shareholder of more than 5% of the shares, signed a "Share Transfer Agreement" with North Huachuang, Advanced Manufacturing intends to transfer its 19.0649 million shares of the company to North Huachuang at a price of 88.48 yuan per share, accounting for 9.49% of the company's total share capital. This price is basically the same as the price before the suspension of Xinyuan Micro shares. NAURA (SZ002371, share price 444.26 yuan, market value 243.407 billion yuan) announced at the same time that the company intends to use cash as the consideration, with a transaction amount of 1.687 billion yuan.

As a result, NAURA will become the second largest shareholder of Xinyuan Micro. In addition, Xinyuan Micro announced on the same day that Zhongke Tiansheng, a shareholder holding more than 5% of the shares, intends to transfer all the shares of the company held by it through public solicitation and transfer by agreement, accounting for 8.41% of the company's total share capital.

In this regard, a senior investment banker told the "Daily Economic News" reporter that "A to A" is the trend of the times, there are relevant cases every year, and the logic of mergers and acquisitions is industrial synergy.

Listed companies: It is conducive to giving full play to the synergy effect of both parties

On the evening of March 10, Xinyuan Micro announced that due to the signing of the "Share Transfer Agreement" between Advanced Manufacturing, a shareholder holding more than 5% of the shares, and North Huachuang, Advanced Manufacturing intends to transfer its 19.0649 million shares of the company to North Huachuang at a price of 88.48 yuan per share, accounting for 9.49% of the company's total share capital. This price is basically the same as the price before the suspension of Xinyuan Micro shares.

NAURA announced at the same time that the company intends to transfer the above shares in cash as a consideration, with a transaction amount of 1.687 billion yuan.

In addition, Zhongke Tiansheng intends to transfer all the shares of the company held by it by agreement through public solicitation and transfer, 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. Before that, Xinyuan Micro did not have an actual controller.

Xinyuan Micro focuses on semiconductor equipment manufacturing, especially in the field of gluing and developing equipment, and its customers cover domestic wafer factories such as SMIC and Hua Hong Semiconductor. According to the company's semi-annual report last year, in the first half of 2024, the company signed new orders of 1.219 billion yuan, a year-on-year increase of about 30%. Among them, the new signed orders for front-end gluing and development maintained a good year-on-year growth, the new orders for advanced packaging and small size in the back-end increased significantly year-on-year, and the new signed orders for temporary bonding and debonding of new products used in the field of Chiplet (chiplet) increased by more than ten times year-on-year, and the company's strategic new product front-end single-chip high-temperature sulfuric acid chemical cleaning equipment also won orders from important domestic customers. As of the end of June 2024, the company's orders in hand exceeded 2.6 billion yuan, a record high.

The reporter of "Daily Economic News" noticed that NAURA is the leader of domestic semiconductor equipment. Its customers include SMIC, Hua Hong Semiconductor, etc.

NAURA said in the report on changes in equity that the change in equity is based on the company's development strategy and aims to exert synergies and improve shareholder returns. Both parties belong to the integrated circuit equipment industry, but the product layout is different, which is complementary and conducive to the synergy of the two sides.

It is not difficult to find that this acquisition reflects the trend of accelerating resource integration in the field of semiconductor equipment, and Xinyuan Micro is a key enterprise in the subdivided field.

Investment bankers: The strategic direction of "A to collect A" is more important

NAURA acquisition is another case of "A to A" in the A-share capital market. Another "A to A" this year is in the field of new energy.

On January 9 this year, Zangge Mining announced that the company recently received a notice from the controlling shareholder Tibet Zangge Venture Capital Group Co., Ltd. and its concerted action person Lin Jifang, as well as the second largest shareholder Ningbo Meishan Bonded Port Area Xinsha Hongyun Investment Management Co., Ltd., is planning to transfer shares, Zangge Venture Capital and its concerted action person share transfer ratio is expected to account for 17.51% of the company's total share capital, Xinsha Hongyun Investment share transfer ratio is expected to account for 7.21% of the company's total share capital. The total share transfer ratio is expected to account for 24.72% of the company's total share capital, and this matter may involve a change of control of the company. The counterparty to this transaction is Zijin Mining Group Co., Ltd. or its holding subsidiary. As of September 30, 2024, Zijin Mining Investment (Shanghai) Co., Ltd., a wholly-owned subsidiary of Zijin Mining, held 0.85% of the company's shares, and if the transaction goes smoothly, Zijin Mining and its subsidiaries may hold more than 25% of the company's shares.

Zangge Mining is mainly engaged in potash fertilizer and lithium carbonate, and Zijin Mining can strengthen its resource layout, integrate the industrial chain, and enhance its voice in the field of lithium resources through acquisition.

However, compared with Xinyuan Micro, Zangge Mining's market value is higher, exceeding 50 billion yuan.

The reporter noticed that the last time there was a "A close A" incident in the semiconductor field in A-shares was back in 2021. Semiconductor giant Weir Co., Ltd., through its subsidiary Wuxi Weigan Semiconductor Co., Ltd., launched a control acquisition of Gongda Electroacoustics in 2021.

Wang Jiyue, a senior investment banker, told the "Daily Economic News" reporter that supervision is supportive of mergers and acquisitions in the same industry, "A to collect A is the trend of the times, and there are cases every year." From the perspective of the industrial logic behind it, there are more high-quality targets listed in the industry than there are unlisted enterprises, and industrial synergy is the purpose of "A to A". In addition, the strategic direction of "A to A" is more important than price.

Cover image source: Visual China