Sichuan Discovery Dream Science&Technology Co.,Ltd. (301213), a military information technology solutions provider, officially disclosed its major asset purchase and connected transaction report (draft) after the market close on September 21, planning to acquire a 60% equity stake in Jinzhou Liaojing Electronics Technology Co., Ltd. for RMB 482 million in cash. Compared to the original proposal from nine months ago, this acquisition plan has been significantly streamlined in terms of payment method, equity acquisition ratio, supporting financing, and the scope of transaction counterparties—slimming down the transaction structure to accelerate the completion of this industrial acquisition.

In the secondary market on September 21, shares of Sichuan Discovery Dream surged more than 14%, while the Shenwan defense and military industry index rose 1.83% that day. The following trading day, the stock dipped at the open but quickly rebounded, closing up over 4%.

Plan Finalized After Multiple Adjustments: Pure Cash Purchase of 60% Equity

This transaction did not come together overnight. On January 6, 2026, Sichuan Discovery Dream announced plans to acquire 100% of Liaojing Electronics through a combination of share issuance and cash payment, while also raising matching funds by issuing shares to no more than 35 qualified specific investors at an issue price of RMB 48.06 per share, with an evaluation base date of December 31, 2025, and up to 22 selling shareholders. After nine months of negotiation, the plan was ultimately revised to accelerate the deal: the company will now purchase a 60% stake in Liaojing Electronics purely in cash, cancel the matching capital raise, move the evaluation base date to May 31, 2026, and reduce the counterparties to 15 shareholders.

The transaction is priced based on the income approach valuation results issued by Jinzheng Appraisal. As of the evaluation base date of May 31, 2026, the total equity value of Liaojing Electronics was appraised at RMB 804 million, representing an appreciation rate of 117.43%, with the 60% equity stake corresponding to a transaction price of RMB 482.2558 million.

To support the acquisition, the company simultaneously announced a change in the use of its raised funds. Sichuan Discovery Dream plans to redirect RMB 185.7838 million of unspent IPO proceeds from the "Digital Intelligence Capability Enhancement Project" (as of June 30, 2026) toward the "Acquisition of 60% Equity in Jinzhou Liaojing Electronics Technology Co., Ltd." project. Any shortfall will be covered by the company's own funds or self-raised capital.

Target Asset: A Military Semiconductor Niche Player

Liaojing Electronics is a designated military supplier specializing in the scientific research and production of military-grade semiconductors. Its main business covers the R&D, design, production, and sales of military semiconductor discrete devices and integrated circuits. These products are widely used in aerospace, aviation, ordnance, naval, electronic, and nuclear physics sectors, and the company has established long-term partnerships with the ten major military industry groups and their supporting enterprises.

From a financial perspective, Liaojing Electronics generated revenue of RMB 115.4533 million, RMB 173.7051 million, and RMB 81.655 million in fiscal 2024, fiscal 2025, and the January-May 2026 period, respectively. Net profit attributable to the parent company stood at RMB 21.9078 million, RMB 48.2308 million, and RMB 37.4115 million across those same periods. Gross margins for the main business were 72.22%, 72.10%, and 73.10%, respectively, exceeding the average of comparable listed companies—a testament to its core competitiveness and pricing power in the high-reliability military semiconductor segment.

Liaojing Electronics holds national-level "Little Giant" specialized and innovative enterprise certification, as well as Liaoning Province Gazelle Enterprise recognition. It owns 51 proprietary intellectual property rights and operates a CNAS-accredited national-level electronic device testing laboratory. The company has established an autonomous and controllable IDM production model in military semiconductor discrete devices, covering key stages including chip design, tape-out, packaging, and testing/screening—a vertically integrated capability that relatively few players possess in the military sector.

The core logic behind this transaction lies in deep upstream-downstream industrial chain synergy. Sichuan Discovery Dream has long focused on applying autonomous and controllable next-generation information technology to the national defense industry, delivering integrated equipment informatization solutions built on four ecosystems: equipment lifecycle management systems, digital twins, intelligent equipment, and artificial intelligence. Liaojing Electronics, meanwhile, specializes in the lower-level, hardware-oriented core electronic components and chips/modules within the military electronics supply chain. Once combined, the two companies will form a complete technology chain spanning "data algorithms—edge computing power—software architecture—core hardware—intelligent equipment."

Sichuan Discovery Dream's AI strengths can optimize the performance parameters and application scenarios of Liaojing Electronics' products through a "software-defined hardware" approach, while Liaojing Electronics' high-reliability semiconductor devices and integrated circuit capabilities can provide core hardware support for the deployment of Sichuan Discovery Dream's AI algorithms and intelligent equipment. This software-hardware synergy is expected to shorten product development cycles, reduce costs, and enhance overall competitiveness.

Three-Year Cumulative Net Profit Commitment of No Less Than RMB 219 Million

To protect the interests of the listed company, the transaction includes performance commitment and compensation arrangements. The performance undertaking parties have committed that Liaojing Electronics' net profit for fiscal 2026, 2027, and 2028 shall be no less than RMB 69 million, RMB 73 million, and RMB 77 million, respectively, with a three-year cumulative commitment of no less than RMB 219 million. In the event of underperformance, the parties will first compensate in cash, with any shortfall covered by their shares in the target company or other assets.

The deal also incorporates impairment compensation and performance reward mechanisms. If cumulative net profit during the commitment period exceeds 100% of the promised total, 50% of the excess amount (capped at 20% of the transaction consideration for the target shares) will be paid as a performance bonus to the core management team to incentivize execution.

Upon completion of the transaction, Sichuan Discovery Dream will gain control of Liaojing Electronics, and the target company's financials will be consolidated. According to the pro-forma review report, the listed company's fiscal 2025 revenue would increase from RMB 200.9036 million to RMB 374.6088 million, net profit attributable to the parent would rise from RMB 13.3114 million to RMB 36.0428 million, and basic earnings per share would improve from RMB 0.17 to RMB 0.45—a notable enhancement in profitability.

The transaction is still subject to multiple approval procedures and carries approval uncertainty. Post-completion, the listed company's debt-to-asset ratio is expected to rise from 18.82% to 47.51%, and goodwill will increase by RMB 197.4091 million. Should the target company's future performance fall short of expectations, there is a risk of goodwill impairment. Additionally, the target faces industry-specific risks including high customer concentration (top five customers accounting for 84.27%, 82.81%, and 84.14% of main business revenue across the reporting periods), military qualification renewal, military product price audits, and rapid technology R&D cycles. Any change in major customers' procurement plans could adversely affect operating results.