Hua Hong Semiconductor Limited (Hua Hong Semi) has submitted updated financial and transaction materials to the Shanghai Stock Exchange in relation to its plan to acquire a 97.50 % interest in a target company through an issue of new A-shares and to conduct a non-public issuance of RMB shares to raise supporting funds. The terms approved by shareholders on 10 February 2026 remain unchanged.
Transaction structure • Share-for-equity deal: 190.77 million new A-shares to be issued at RMB 43.34 each to purchase the target stake. • Whitewash waiver, special deal and ancillary fund-raising are integral to the package; completion of the fund-raising is conditional on closing of the acquisition. • Post-closing, the target will become a consolidated subsidiary of Hua Hong Semi.
Pro forma financial impact (excluding supporting fund-raising) • Total assets at end-2025 would rise 5.97 % to RMB 106.11 billion, compared with the audited RMB 100.12 billion. • Total liabilities would increase 10.52 % to RMB 40.92 billion, lifting the debt-to-asset ratio from 36.98 % to 38.59 %. • Equity attributable to shareholders would expand 4.63 % to RMB 47.25 billion. • 2025 operating revenue would climb 28.84 % to RMB 222.88 billion, versus RMB 172.91 billion on a standalone basis. • Net profit attributable to shareholders for 2025 would jump to RMB 11.84 billion, up from RMB 3.77 billion, driving basic EPS to RMB 0.62 from RMB 0.22. • The 2025 consolidated result swings to a small profit of RMB 111.26 million from a loss of RMB 651.01 million.
Target company snapshot (audited) • 2025 revenue: RMB 51.01 billion, up 2.3 % year-on-year. • 2025 net profit: RMB 7.73 billion, versus RMB 5.22 billion in 2024. • Total assets: RMB 6.63 billion; equity: RMB 2.26 billion; liabilities: RMB 4.37 billion (debt ratio 65.92 %). • Major liabilities include RMB 2.47 billion long-term borrowings and RMB 0.72 billion accounts payable and current payables.
Independent financial adviser Guotai Haitong Securities concluded that the transaction: • Complies with all PRC regulatory requirements and STAR Board rules. • Enhances Hua Hong Semi’s market position, earnings capacity and corporate governance. • Involves fair asset pricing with no adverse impact on minority shareholders.
Key conditions and timetable • The acquisition requires final approvals from competent authorities. • The non-public issuance of RMB shares is contingent upon completion of the acquisition. • Investors are advised to exercise caution when dealing in Hua Hong Semi’s securities until all conditions are fulfilled.
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