China Economic Net, Beijing, April 14 - Primarius Electronics (688206.SH) closed at 24.92 yuan today, up 4.93%.

On the evening of April 11, the company disclosed the "Announcement on the Disclosure of the Restructuring Plan and the Resumption of Trading of the Company's Shares and General Risk Reminder", the company intends to purchase 100% of the shares of Chengdu Ruichengxin Microelectronics Technology Co., Ltd. (hereinafter referred to as "Ruichengxin Microelectronics") and 45.64% of the shares of Naneng Microelectronics (Chengdu) Co., Ltd. (hereinafter referred to as "Naneng Microelectronics") by issuing shares and paying cash, and raise matching funds. This transaction is expected to constitute a major asset restructuring and a related party transaction, and will not lead to a change in the actual controller of the company. Upon the company's application, the company's shares will be suspended from the market open on March 28, 2025 (Friday); Upon application, the company's shares will resume trading from the market open on April 14, 2025 (Monday).

On the same day, the company disclosed the "Plan for Issuing Shares and Paying Cash to Purchase Assets and Raising Matching Funds and Related Party Transactions", in which the listed company intends to obtain 100% of the equity of Ruichengxin Micro and 45.64% of the equity of Naneng Micro through the issuance of shares and cash payment, and raise matching funds. After the completion of this transaction, Ruichengxin Micro and Naneng Micro will become wholly-owned subsidiaries of the listed company.

The transaction consists of two parts: issuing shares and paying cash to purchase assets and raising matching funds.

The type of shares to be issued in this issue of shares and the payment of cash to purchase assets is RMB A ordinary shares, with a par value of RMB 1.00 per share, and the listing place is the Shanghai Stock Exchange.

After friendly negotiation between the parties to the transaction, the issue price of shares issued and paid cash to purchase assets was 17.48 yuan per share, which was not less than 80% of the average trading price of the listed company's shares in the 60 trading days before the pricing benchmark date.

The

listed company intends to purchase 100% of the shares of Ruicheng Xinwei held by 52 counterparties, including Xiang Jianjun, Hainan Xinsheng, Suzhou Juyuan, Jihai Micro, Datang Investment, Shengxinhui, Gimpo Guotuo, Xinfengyuan, Xinkehui, Ye Fei and BYD, by issuing shares and paying cash, and intends to purchase 45.64% of the Naeneng Micro held by 8 counterparties including Wang Lili, Hualan Micro, Saizhi Hengxing, Huang Junwei, Wu Zhaolei, He Guangwei, Li Bin and Xu Ping by issuing shares and paying cash Equity (54 counterparties after excluding duplicates).

In view of the fact that the audit and evaluation of the target company have not yet been completed, the final transaction price of the target assets of this transaction and the number of shares issued by the listed company to the counterparty have not yet been determined.

The type of shares to be issued in this raising of matching funds is RMB A ordinary shares, with a par value of 1.00 yuan per share, and the listing place is the Shanghai Stock Exchange. The pricing benchmark date for the issuance of shares with matching funds is the first day of the issuance period for the issuance of shares to specific objects, and the issue price is not less than 80% of the average stock price of the listed company in the 20 trading days before the pricing benchmark date.

The listed company intends to issue shares to no more than 35 qualified specific objects to raise matching funds, and the total amount of supporting funds raised shall not exceed 100% of the transaction price of the assets to be purchased by issuing shares, and the number of shares issued shall not exceed 30% of the total share capital of the listed company after the issuance of shares and the payment of cash to purchase assets.

The matching funds raised this time are intended to be used to pay the cash consideration, intermediary fees, transaction taxes and fees of this transaction. The specific purpose and amount of the matching funds raised will be disclosed in the restructuring report.

On December 29, 2024, Liu Zhihong, a shareholder of the company, signed the "Concerted Action Termination Agreement" with Gongqingcheng Fenglun and KLProTech respectively to terminate the concerted action agreement previously signed by all parties. Before and after the termination of the concerted action agreement, the number and proportion of shares directly held by the company's shareholders Liu Zhihong, Gongqingcheng Fenglun and KLProTech remained unchanged, and the controlling shareholder and actual controller of the company were changed from Liu Zhihong to no controlling shareholder and actual controller. As of the date of signing the plan, the company has no controlling shareholder or actual controller.

The main business of Ruichengxin Micro is to provide semiconductor IP design, licensing and related services required for integrated circuit products, the main products and services include analog and digital-analog mixed IP, storage IP, radio frequency IP and high-speed interface IP and other semiconductor IP licensing services and chip customization services with physical IP technology as the core competitiveness. Ruichengxin Micro mainly provides physical IP licensing and chip customization services for chip design companies and wafer factories, serving hundreds of integrated circuit design companies around the world, and its products are widely used in automotive electronics, industrial control, Internet of Things, wireless communications, artificial intelligence and other fields.

According to the plan, due to the proposed acquisition of minority shareholders' interests in Naneng Micro in this transaction, the financial data of Ruichengxin Micro to merge 100% of the equity of Naneng Micro from January 1, 2023 can better reflect the overall historical financial status and operating results of the transaction target, so the main financial data after the merger are simulated according to the above caliber as follows.

Primarius was listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange on December 28, 2021, with 43,380,400 shares issued at an issue price of RMB 28.28 per share.

On the first day of listing, Primarius hit an intraday high of 56.02 yuan and closed at 42.57 yuan, an increase of 51.03%. Since then, the stock price has fluctuated and fallen. The stock is currently trading below the issue price.

Primarius raised a total of RMB1.227 billion, with net proceeds of RMB1.115 billion after deducting issuance expenses. The net funds raised by Primarius were 94.9925 million yuan less than the original plan. According to the prospectus disclosed by Primarius on December 22, 2021, the company intends to raise 1.21 billion yuan, which will be used for modeling and simulation system upgrade and construction projects, design process collaborative optimization and storage EDA process solution construction projects, R&D center construction projects, strategic investment and M&A integration projects, and replenishment of working capital.

The

total issuance expenses of Primarius were RMB112 million (all of which are exclusive of VAT), of which the sponsor, China Merchants Securities Co., Ltd., received RMB84,403,800 in sponsorship and underwriting expenses.

According to the announcement of the company's 2024 annual performance report, in 2024, the company's net profit attributable to the owners of the parent company will be -95.2892 million yuan, compared with -56.3156 million yuan in the same period of the previous year; Net profit attributable to owners of the parent company after deducting non-recurring gains and losses was -88.9562 million yuan, compared with -66.6556 million yuan in the same period of the previous year.

(Editor: Sun Chenwei).