Analysis of Pricing Rationality for Unigroup Guoxin's Acquisition of RayCan Semiconductor Connected Transaction
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Based on the public information and market data I have collected, I now provide you with an in-depth analysis report on this connected transaction.
On January 14, 2025, Unigroup Guoxin (002049.SZ) disclosed a draft plan to acquire 100% equity of RayCan Semiconductor, proposing to acquire via issuing shares and paying cash. The counterparties include 14 parties such as Nanchang Jian’en, Beijing Guangmeng, Tianjin Ruixin, etc.[1] The share issuance price is set at RMB 61.75 per share, which is not less than 80% of the average trading price of the listed company’s stocks in the 20 trading days prior to the pricing benchmark date. As of the date of signing the draft plan, the audit and evaluation work has not been completed, and the transaction price of the target asset has not yet been determined[1].
| Financial Indicator | 2022 | 2023 | 2024 | H1 2025 |
|---|---|---|---|---|
| Operating Revenue (CNY 100 million) | 10.01 | 8.33 | 7.86 | 4.41 |
| Net Profit Attributable to Parent (CNY 100 million) | 1.16 | 1.01 | 0.20 | 0.30 |
| Net Profit Margin (%) | 11.59 | 12.12 | 2.54 | 6.88 |
| YoY Change in Operating Revenue (%) | - | -16.78 | -5.64 | - |
| YoY Change in Net Profit (%) | - | -12.93 | -80.20 | - |
- Continuous decline in operating revenue for three years: A cumulative decline of 21.48% from 2022 to 2024
- Plummeting net profit: Only RMB 20.36 million in 2024, a year-on-year plummet of 80.20%
- Sharp drop in net profit margin: Fell from 11.59% in 2022 to 2.54% in 2024, a decline of 78%[2]
RayCan Semiconductor has attempted to list on A-shares three times and failed each time: on the STAR Market in 2020, backdoor listing via Konggang Co., Ltd. in 2021, and on the Beijing Stock Exchange in 2023[2]. Its continued weak performance is regarded as one of the key reasons for repeated setbacks in its listing journey.
Since RayCan Semiconductor’s net profit in 2024 was only RMB 20.36 million, the price-earnings ratio (PE) valuation result would be seriously distorted, so the price-sales ratio (PS) valuation is more reasonable.
| Company Name | Business Model | Price-Earnings Ratio (PE) | Price-Sales Ratio (PS) |
|---|---|---|---|
| Yangjie Technology | IDM | 21.85x | 3.5x |
| StarPower Semiconductor | IDM | 29.97x | 8.1x |
| Silan Microelectronics | IDM | 27.29x | 3.8x |
| XJ Semiconductor | Fabless | 25.31x | 6.1x |
| China Resources Microelectronics | IDM | 35.00x | 4.2x |
Industry Average |
- | 28.75x |
4.70x |
| Valuation Method | Valuation Result |
|---|---|
| PS=2.5x (Conservative) | RMB 1.97 billion |
| PS=3.5x (Neutral) | RMB 2.75 billion |
| PS=4.5x (Optimistic) | RMB 3.54 billion |
Comprehensive Valuation Range |
RMB 1.97 billion ~ RMB 4.24 billion |
Considering that RayCan Semiconductor adopts the IDM (Integrated Design and Manufacturing) model and has industrial chain integration advantages, it should enjoy a valuation premium of 10-20%.
- Issuance Price: RMB 61.75 per share
- Current Stock Price: RMB 86.04 (January 18, 2026)[0]
- Discount Range: Approximately 28.2%
Although the issuance price is not less than 80% of the average price of the listed company’s stocks in the 20 trading days prior to the pricing benchmark date, which complies with regulatory requirements, it poses an obvious risk of dilution to the rights and interests of minority shareholders[1].
This transaction constitutes a connected transaction, mainly based on the following multiple connections[2]:
| Type of Connection | Details |
|---|---|
| Equity Connection | The partnership managed by JAC Capital holds 13.75% equity of Unigroup Guoxin’s indirect controlling shareholder Zhiguang Core |
| Personnel Connection | Chen Jie, Chairman of Unigroup Guoxin, indirectly holds equity of RayCan Semiconductor through counterparty Tianjin Ruixin |
| Overlapping Senior Management | Li Bin serves as Chairman of both New Unigroup and Zhiguang Core, and was Chairman of RayCan Semiconductor within the past 12 months |
- In 2015, JAC Capital led the acquisition of RayCan Semiconductor’s predecessor (NXP Semiconductors’ Standard Products Division)
- Having held the stake for nearly 10 years, it faces enormous exit pressure
- This transaction enables securitized exit, while paving the way for injecting more assets into Unigroup Guoxin in the future[2]
| Synergy Dimension | Analysis Content |
|---|---|
Industrial Chain Integration |
Unigroup Guoxin adopts the Fabless (design-focused) model, while RayCan Semiconductor adopts the IDM (design + manufacturing) model, which are highly complementary and can improve the industrial chain layout[1] |
Customer Resource Sharing |
Unigroup Guoxin’s customers cover communications, finance, government affairs, and automotive sectors; RayCan Semiconductor’s customers include home appliances, industrial power supplies, photovoltaics, and AI servers, creating cross-selling opportunities |
Technological Synergy |
It can integrate the power semiconductor product matrix to accelerate the localized R&D of high-end devices such as silicon carbide and IGBT |
Scale Effect |
Capacity integration can reduce unit costs and enhance procurement bargaining power |
| Risk Factor | Impact Level | Specific Performance |
|---|---|---|
| Continuous decline in operating revenue | ★★★★☆ | Growth in the traditional thyristor and diode markets has slowed down, facing fierce price competition |
| Sharp drop in profitability | ★★★★★ | Net profit margin fell from 11.59% to 2.54%, and rising expense ratios erode profits |
| Insufficient capacity utilization | ★★★☆☆ | The IDM model has high fixed costs, and the decline in operating revenue makes it difficult to achieve scale effects |
| Industry cycle fluctuations | ★★★☆☆ | The prosperity of the power semiconductor industry fluctuates, and downstream demand for new energy and automobiles falls short of expectations |
| Assessment Dimension | Score | Full Score | Explanation |
|---|---|---|---|
| Rationality of valuation method | ★★★☆☆ | 5 points | PS valuation is reasonable, but PE is distorted; valuation range is RMB 1.57 billion ~ RMB 3.93 billion |
| Fairness of transaction terms | ★★☆☆☆ | 5 points | The issuance price is discounted by 28%, and the risk of interest conflict in the connected transaction is high |
| Quality of target asset | ★★☆☆☆ | 5 points | Performance has been deteriorating continuously, with three failed IPO attempts, but it has the IDM model and certain technical accumulation |
| Expected synergies | ★★★★☆ | 5 points | Strong industrial chain complementarity, in line with the national semiconductor industry security strategy |
- Performance decline risk: RayCan Semiconductor’s operating revenue has declined for three consecutive years, its net profit plummeted by 80%, and its net profit margin was only 2.54% in 2024, with weak fundamentals
- Interest conflict in connected transaction: The counterparties have multiple equity and personnel connections with the listed company, posing a risk of interest transfer[2]
- JAC Capital’s exit demand: Eager to exit after holding the stake for nearly 10 years, which may lead to pricing biased towards the seller
- Excessively high issue price discount: Discounted by about 28% compared to the market price, diluting the rights and interests of minority shareholders
RayCan Semiconductor’s continuous performance decline
- Low profitability limits the profit contribution after integration
- The downward trend of operating revenue has not been reversed, making it difficult to achieve scale effects
- Rising expense ratios reflect operational efficiency issues
However, in the long term, if Unigroup Guoxin can effectively integrate RayCan Semiconductor’s IDM capabilities and customer resources, coupled with the driving force of emerging demands such as AI servers and new energy, there is still room to release synergies.
- Regulatory level: Focus on reviewing the fairness of transaction pricing, and require an independent third-party assessment institution to issue a valuation report
- Listed company: Fully disclose related-party relationships and interest conflicts, and protect the right to know and voting rights of minority shareholders
- Investors: Pay close attention to the follow-up audit and assessment results, and be alert to the risk of interest transfer in connected transactions
[1] Sina Finance - “Unigroup Guoxin Acquires RayCan Semiconductor to Expand in the Power Semiconductor Sector” (https://finance.sina.com.cn/tech/roll/2026-01-16/doc-inhhnket6889404.shtml)
[2] Sina Finance - “Unigroup Guoxin’s Acquisition of RayCan Semiconductor: Target’s Profits Continue to Plunge, JAC Capital Expected to Exit” (https://finance.sina.com.cn/stock/aigcy/2026-01-16/doc-inhhpmsr3779072.shtml)
[0] Jinling API Market Data
Insights are generated using AI models and historical data for informational purposes only. They do not constitute investment advice or recommendations. Past performance is not indicative of future results.
About us: Ginlix AI is the AI Investment Copilot powered by real data, bridging advanced AI with professional financial databases to provide verifiable, truth-based answers. Please use the chat box below to ask any financial question.