3PEAK(SH:688536) 半导体行业观察·2025-11-26 00:39Core Viewpoint - The company, Si Rui Pu Microelectronics Technology (Suzhou) Co., Ltd., is planning to acquire equity in Ningbo Aola Semiconductor Co., Ltd. through a share issuance and/or cash payment, which may constitute a significant asset restructuring according to regulations [1][4]. Group 1: Transaction Details - The transaction will not lead to a change in the actual controller of the company and does not constitute a restructuring listing [1]. - The company's stock will be suspended from trading starting November 26, 2025, for a period not exceeding 10 trading days [1][2]. - The convertible bonds of the company will also stop conversion on the same date [1][3]. Group 2: Financial Performance of Aola - Aola Semiconductor reported net losses of CNY 1.096 billion, CNY 856 million, and CNY 962 million from 2021 to 2023, totaling over CNY 2.9 billion in cumulative losses [4]. - In the first seven months of 2024, Aola achieved a net profit of CNY 307 million, indicating a turnaround [4]. - The company's IP licensing revenue accounted for 89.3% of its operating income during the same period, influenced by slow recovery in domestic chip demand [4]. Group 3: Technological Strength and Market Position - Aola has developed several clock chips widely used in 5G communication infrastructure, achieving performance levels comparable to leading global manufacturers [5]. - The company recently licensed its Vcore multi-phase power technology to ON Semiconductor for USD 144 million, marking international recognition of its technological capabilities [5]. - Si Rui Pu focuses on signal chain and power management chips and aims to enhance its competitive edge through this acquisition [5]. Group 4: Strategic Synergies - The acquisition is expected to create significant synergies in three dimensions: market sales complementarity, supply chain and process upgrades, and enhanced R&D capabilities [6][7]. - Si Rui Pu's established domestic sales team and Aola's overseas expansion experience will create a combined sales network [6]. - The integration will leverage Si Rui Pu's supply chain management and 12-inch COT wafer process to optimize Aola's product processes and reduce costs [7]. Group 5: Historical Context of Aola's Acquisition Attempts - Previous attempts by another A-share listed company, Shuangcheng Pharmaceutical, to acquire Aola were unsuccessful due to disagreements among shareholders regarding transaction expectations and costs [8].