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Core Viewpoint - The article discusses the acquisition plan of Chip Origin Microelectronics (芯原股份) to purchase a 97.0070% stake in Chip Lai Technology (芯来科技) through a combination of issuing shares and cash payment, indicating a significant asset restructuring without being classified as a related party transaction or a reverse listing [1]. Group 1: Acquisition Details - The acquisition involves 31 parties, including Chip Lai Technology's founders, and the share issuance price is set at 106.66 yuan per share, which is 80% of the average trading price over the previous 20 trading days [1]. - Chip Lai Technology, established in 2018, specializes in semiconductor IP design and services, focusing on RISC-V CPU IP, with over 300 authorized clients globally [5]. Group 2: Financial Performance - For the years 2023 to 2025, Chip Lai Technology reported revenues of 69.46 million yuan, 77.94 million yuan, and 6.16 million yuan, with net losses of 31.79 million yuan, 44.02 million yuan, and 21.16 million yuan respectively [6]. - The company is close to breakeven when excluding share-based payment impacts, with a gross margin exceeding 90% for its semiconductor IP licensing services [6]. Group 3: Risks and Challenges - The acquisition carries goodwill impairment risks due to it being a merger of entities under different control, necessitating annual impairment testing [7]. - Chip Origin Microelectronics has shown declining financial performance, with revenues of 2.679 billion yuan, 2.338 billion yuan, and 2.322 billion yuan from 2022 to 2024, alongside increasing net losses [11]. Group 4: Strategic Implications - The acquisition is expected to enhance the synergy between Chip Lai Technology and Chip Origin Microelectronics, improving the latter's core processor IP and CPU IP capabilities, thereby strengthening its market competitiveness [10].