Galaxy Microelectronics (688689.SH) disclosed a restructuring plan and resumed trading after a two-week suspension. The company plans to acquire 100% equity of Hengtaike Semiconductor from three shareholders—Shanghai Zhineng Hengxin Industrial Electronics Co., Ltd., Gongqingcheng Mingnuo Investment Partnership (Limited Partnership), and Tianmuyulin (Shanghai) Technology Co., Ltd.—through share issuance, and concurrently raise matching funds.
On the resumption day, the stock hit the "20CM" daily limit, closing at 55.88 yuan per share, raising its total market value to about 7.2 billion yuan, with a turnover rate of only 1.21%. The buy order at the limit was as high as 291 million shares, 185 times the trading volume, corresponding to over 1.5 billion yuan in capital.
In the high-cycle boom of the power semiconductor industry, the market has given a positive outlook to this veteran discrete device manufacturer's move to enter the medium- and high-voltage power semiconductor sector via acquisition. However, the acquisition still faces multiple controversies, including insider trading allegations from abnormal stock price surges before suspension, the yet-to-be-determined target valuation, and potential large goodwill pressure in the future.
Product Line and Customer Management: Key Integration Challenges After Acquisition
Pan-Think Tank senior researcher Jiang Han said the biggest integration challenge in this transaction lies in the fine management of product lines and customers. After Hengtaike is merged, the product count will increase from over 700 to more than 1,000, significantly increasing the complexity of customer management and capacity allocation.
Second, core technology is highly tied to the R&D team. Without reasonable equity incentives and non-compete clauses, there may be risks of technology loss and goodwill impairment.
Peer Gap-Filling and Synergy Realization: Medium- and High-Voltage Power Semiconductor Technology Leap
This acquisition is seen as a typical industrial integration of peer gap-filling and synergy. After implementation, the company is expected to fill the medium- and high-voltage power semiconductor technology gap, fill the blank in high-end products, and improve the overall product matrix.
Galaxy Microelectronics has long relied on small-signal devices and low-voltage power devices as its core performance base, but its layout in high-voltage MOS, IGBT, SiC and other high-end fields has been relatively slow. The disclosed technological breakthroughs have not yet translated into actual performance, limiting its penetration into high-end markets such as automotive electronics.
Hengtaike is Galaxy Microelectronics' key attempt to break through technical bottlenecks. According to the restructuring plan, Hengtaike is a national-level specialized and new "little giant" enterprise, mainly engaged in the research, development, and sales of power semiconductor products, applied in power supplies, lithium battery protection, brushless motors, new energy, E-car (OBC, electric control) and other fields.
Hengtaike possesses medium-voltage SGT MOSFET technology and high-voltage Super Junction technology. Its medium- and high-voltage SGT MOSFET in the 150V-200V range has reached domestic top-tier level, and can be a pin-to-pin alternative to Infineon's medium-voltage series products.
In terms of transaction structure, this is an industrial chain integration of "Fabless design + IDM manufacturing". Galaxy Microelectronics has mature chip manufacturing capacity but lacks high-end design capability; Hengtaike has top design technology but no own production line, long-term constrained by foundry capacity and cost fluctuations. There is room for complementarity, but whether the synergy effect can be realized depends on subsequent integration.
Valuation Fog, Funding Pressure, and Compliance Questions: Three Variables in the Acquisition Game
Jiang Han believes that the valuation of a light-asset semiconductor design company centers on intangible assets such as IP cores and R&D teams. Traditional PE/PB models may fail due to high profit volatility and high upfront investment. A more reasonable valuation should be based on a multi-stage discounted cash flow (DCF) model, supplemented by relative valuation methods for cross-validation, while quantifying technology iteration risks and downstream application cycles.
As of the signing date of the plan, the final valuation and consideration have not been determined. The plan discloses that the share issuance price is set at 28.48 yuan per share, with the transaction counterparty's shares locked for 36 months. The matching funds will be used to pay transaction taxes, intermediary fees, project construction, and supplement the listed company's working capital and debt repayment.
Unaudited data show that Hengtaike's revenue in 2024 and 2025 was 206 million yuan and 193 million yuan respectively; net profit attributable to parent was 32.2325 million yuan and 35.7180 million yuan respectively, maintaining stable growth. As of the end of 2025, Hengtaike's parent company equity was only 416 million yuan, highlighting its light-asset nature.
From the listed company's fundamentals, Galaxy Microelectronics' net profit attributable to parent declined year-on-year from 2022 to 2023. In 2024, revenue was 909 million yuan, up 30.75% year-on-year; net profit was 71.8742 million yuan, up only 12.21%. In 2025, full-year revenue was 1.05 billion yuan, up 15.46%; net profit was 79.9047 million yuan, with growth slowing to 11.17%.
On the capital front, Galaxy Microelectronics' monetary funds at the end of 2025 were only 137 million yuan, down 44.65% year-on-year. Operating cash flow also weakened, with net operating cash inflow of 43.7501 million yuan, down 34.73%.
A source from a private equity firm noted that the key lies not in the deal's closing but in the consolidation schedule and synergy realization. If a high premium acquisition generates large goodwill, subsequent goodwill impairment will erode the listed company's profits if performance falls short.
In addition, abnormal stock price movements before suspension have also raised suspicions of insider information leakage. Before the company's announcement, Galaxy Microelectronics' stock price surged nearly 19% cumulatively on June 10-11, with significantly increased volume, while the semiconductor industry index rose only 2.70% during the same period. The company stated that the relevant parties did not engage in insider information leakage or insider trading violations.
As of press time, Blue Whale News' calls to Galaxy Microelectronics' board secretary office went unanswered.
