芯原股份：拟收购芯来智融97.0070%股权并募集配套资金，股票复牌

Group 1 - The transaction involves Chip Origin Co., Ltd. acquiring 97.0070% equity of Xinlai Zhiyuan Semiconductor Technology (Shanghai) Co., Ltd. [1] - The payment method includes a combination of issuing shares and cash payment, along with raising supporting funds [1] - The issuance price is set at 106.66 yuan per share, which is no less than 80% of the average price over the 20 trading days prior to the pricing benchmark [1] Group 2 - Xinlai Technology, established in 2018, is one of the first RISC-V CPU IP providers in China [1] - The main business includes providing semiconductor RISC-V IP design, licensing, and related services [1] - The company has over 300 global authorized customers and is expected to rank among the top in CPU IP business revenue among Chinese RISC-V IP companies in 2024 [1] Group 3 - The general lock-up period for the shares obtained by the transaction parties is 12 months [1] - Shareholders with less than 12 months of holding time will have a lock-up period of 36 months [1] - Qualified private equity funds can enjoy a 6-month lock-up period [1] Group 4 - The maximum amount of raised supporting funds will not exceed 100% of the transaction price for the asset purchase [1] - The number of shares issued is limited to no more than 30% of the total share capital after the transaction [1] - The funds will be used for cash payment for the transaction, intermediary fees, transaction taxes, and to supplement the liquidity of both the listed company and the target company [1] Group 5 - The business synergy will enhance Chip Origin's core processor IP and CPU IP's full-stack heterogeneous computing landscape, strengthening AI ASIC design capabilities [1] - In the first half of 2025, approximately 52% of Chip Origin's chip design business revenue will come from AI computing-related income, complementing the target company's RISC-V technology [1] - The RISC-V architecture provides modular instruction set and scalability advantages for AI computing [1]