North China Innovation Holdings Xinyuan Micro; Samsung explores using Corning glass to develop packaging interposers!
News Highlights
Semiconductor M&A blockbuster: North China Innovation Holdings Xinyuan Micro!
Samsung explores using Corning glass to develop packaging interposers!
I. A Blockbuster in Semiconductor Mergers and Acquisitions: North China Innovation Holdings Xinyuan Micro!
On March 10, 2025, North China Innovation (002371.SZ) issued an announcement stating its intention to acquire 9.49% of the shares of Xinyuan Micro (688037) through an agreement, which has drawn widespread attention from the market.
On the same day, Zhongke Tiansheng planned to transfer 8.41% of the total share capital, and North China Innovation would participate in the bid - buying to gain control of Xinyuan Micro.
i) Core Content of the Transaction
North China Innovation intends to acquire 9.49% of the shares (19,064,915 shares) of Xinyuan Micro held by Advanced Manufacturing at a price of 88.48 yuan per share. The total transaction amount is 1.687 billion yuan, and the funds will come from North China Innovation's own funds. In addition, Zhongke Tiansheng, another shareholder of Xinyuan Micro, plans to transfer its 8.41% stake, and North China Innovation will participate in the bid - buying to strengthen its control over Xinyuan Micro. This transaction is still subject to the approval of the state - owned assets supervision and management department. The trading of Xinyuan Micro's stocks resumed on March 11.
ii) Information on the Transaction Target
Xinyuan Micro focuses on the R & D, production, and sales of semiconductor - specific equipment, with core products such as photoresist coating and developing equipment and other process equipment. The company has no controlling shareholder, and its major shareholders include Liaoning Kefa Industry, Advanced Manufacturing, and Zhongke Tiansheng. Financial data shows that Xinyuan Micro's total assets were 4.302 billion yuan and its net profit was 250 million yuan in 2023; as of September 30, 2024, its total assets reached 5.025 billion yuan and its net profit was 105 million yuan. It should be noted that some of the shares held by Advanced Manufacturing are pledged and need to be released from the pledge before the transaction, and relevant restricted - sale commitments need to be exempted.
iv) Details of the Counterparty
The counterparty, Advanced Manufacturing, is a limited liability company with a legal representative of Zheng Guangwen and a registered capital of 17.5 million yuan. Its business scope includes investment in and management of high - tech projects. Its major shareholders are Zheng Guangwen (holding 82.86% of the shares) and Shenyang Tianguang Investment Co., Ltd. (holding 17.14% of the shares). Advanced Manufacturing has no affiliated relationship with North China Innovation and its top ten shareholders, and it is not a person subject to enforcement for dishonesty.
v) Key Points of the Transaction Agreement
Transfer Target and Price
Advanced Manufacturing will transfer its 9.49% stake in Xinyuan Micro to North China Innovation at a price of 88.48 yuan per share. If ex - rights and ex - dividend events such as dividend distribution occur in Xinyuan Micro, the transaction consideration generally will not be adjusted, unless required by regulatory authorities.
Transfer and Payment Arrangements
The share transfer registration shall be handled within 5 working days after obtaining the compliance confirmation document from the stock exchange. The risks and returns of the target shares will be transferred as of the transfer date. North China Innovation will pay the price in two installments: pay 200 million yuan to the escrow account within 3 days after signing the agreement, and pay the remaining amount within 5 days after the share transfer registration. Both parties shall bear the transaction taxes and fees according to law.
