Core Viewpoint - Puran Co., Ltd. plans to acquire a 49% stake in Noah Changtian through a combination of issuing shares, convertible bonds, and cash payments, which will make Noah Changtian a wholly-owned subsidiary of the listed company [2][4]. Group 1: Transaction Details - The acquisition involves purchasing shares from Zhuhai Nuoyan, Yuanhe Puhua, and Hengqin Qiangke, with the aim of consolidating control over the target company SHM, which is already 51% owned by Puran [2][4]. - The transaction is expected to enhance Puran's control over SHM and improve its profitability and risk resilience [4][5]. - The target company SHM specializes in high-performance 2D NAND and related memory products, and is projected to be the fourth largest SLC NAND manufacturer globally in 2024 [4][8]. Group 2: Financial Performance - Noah Changtian is projected to have a revenue of 863 million yuan and a net profit of 22.45 million yuan for the fiscal year 2024, with revenues of 687 million yuan and net profits of 47.49 million yuan reported for the first eight months of the current year [4]. - Puran's revenue for the first three quarters of 2025 was 1.433 billion yuan, a year-on-year increase of 4.89%, while net profit decreased by 73.73% [8]. - The company has experienced significant increases in operating and R&D expenses, contributing to the decline in net profit [8]. Group 3: Market Context - The semiconductor memory market is undergoing rapid development, driven by increasing demand from emerging sectors such as smart vehicles and AI [8]. - The global market for SLC NAND is expected to grow from $2.31 billion in 2024 to $3.44 billion by 2029, with a compound annual growth rate of 5.8% [8]. - Puran is actively negotiating with downstream customers regarding price adjustments for NOR Flash memory chips, indicating a potential recovery in industry demand [8].
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