在筹划超百日后，700亿半导体IP巨头芯原股份（688521.SH）宣布终止并购芯来智融半导体科技（上海）有限公司（下称"芯来智融"）；同时，公司正在 推进拿下一家显示芯片公司的控制权。 12月12日晚间，芯原股份公告，公司近日收到芯来智融管理层及交易对方关于终止收购其97.007%股权并募集配套资金的通知。经公司董事会充分审慎研 究，同意终止本次交易。 对于终止收购的原因，芯原股份称系在推进各项工作过程中，芯来智融管理层及交易对方提出的核心诉求及关键事项与市场环境、政策要求及公司和全体 股东利益存在偏差。 关于芯来智融的核心诉求及关键事项与公司及股东利益偏差的具体情况，以及公司未来是否在RISC-V领域有相关并购的计划，时代周报记者于12月15日 向芯原股份发送采访邮件，截至发稿，未获回复。 在终止收购芯来智融的同时，芯原股份的另一起并购取得新进展。12月12日，公司公告称，拟联合共同投资人对特殊目的公司天遂芯愿科技（上海）有限 公司（下称"天遂芯愿"）增资9.4亿元，以对逐点半导体（上海）股份有限公司（下称"逐点半导体"）进行收购。 在增资及收购完成后，芯原股份将持有天遂芯愿40%股权、成为天遂芯愿单一第 ...

Group 1 - The core point of the article is that Chip Origin Co., Ltd. plans to acquire a 97.0070% stake in Chip Lai Technology, which will become a wholly-owned subsidiary after the transaction [2][4] - The acquisition will be financed through a combination of issuing shares and cash payments, with the share price set at 106.66 yuan per share, which is 80% of the average trading price over the previous 20 trading days [2] - Chip Lai Technology specializes in semiconductor IP design and has over 300 authorized customers, focusing on RISC-V CPU IP and related services [4][5] Group 2 - Chip Lai Technology has reported revenues of 69.46 million yuan, 77.94 million yuan, and 6.16 million yuan for the years 2023, 2024, and the first three months of 2025, respectively, with net losses of 31.79 million yuan, 44.02 million yuan, and 21.16 million yuan during the same periods [4][5] - The gross margin for the semiconductor IP licensing services is over 90%, but the company has not yet achieved profitability due to high R&D investments and significant stock-based compensation expenses [5] - The acquisition is expected to create synergies between Chip Origin and Chip Lai Technology, enhancing the company's competitive position in the market [6] Group 3 - Chip Origin has experienced declining financial performance, with revenues of 2.679 billion yuan, 2.338 billion yuan, and 2.322 billion yuan from 2022 to 2024, and net profits of 74 million yuan, -296 million yuan, and -601 million yuan during the same period [6] - In the first half of 2025, the company reported total revenue of 974 million yuan, a year-on-year increase of 4.49%, but a net loss of 320 million yuan [6][7] - The acquisition of Chip Lai Technology is not expected to provide immediate financial benefits to Chip Origin, as Chip Lai Technology is still in a loss-making state [7]

Core Viewpoint - Chip Origin Co., Ltd. (芯原股份) announced a major asset restructuring plan to acquire 97.007% of Chip Lai Technology (芯来科技) through a combination of share issuance and cash payment, with the stock resuming trading on September 12 [1] Group 1: Company Overview - Chip Origin currently holds a 2.993% stake in Chip Lai Technology, which will become a wholly-owned subsidiary post-transaction [1] - The acquisition involves 31 counterparties, including Chip Lai Gong Chuang and Hu Zhenbo [1] Group 2: Business Focus - Chip Lai Technology specializes in semiconductor IP design, licensing, and related services, focusing on RISC-V CPU IP and corresponding platform solutions [1] - The transaction aims to enhance Chip Origin's IP reserves and strengthen its position in the RISC-V sector [1]

Group 1 - The core viewpoint of the article highlights the increasing trend of A-share companies pursuing mergers and acquisitions (M&A) of companies planning to IPO, driven by multiple benefits and a favorable regulatory environment [2][3] - Since the release of the "M&A Six Guidelines" on September 24, 2024, 40 A-share companies have disclosed related matters, with 31 focusing on industry-related integrations and 9 on cross-industry mergers, indicating a shift towards a more dynamic M&A landscape [2][3][10] - The simplification of mechanisms and efficiency improvements in the review process have significantly shortened the approval timeline for M&A compared to IPOs, enhancing the attractiveness of M&A as a strategic option [2][4] Group 2 - The article notes that some M&A transactions are being valued significantly lower than comparable IPO levels, with an average M&A price-to-earnings (P/E) ratio of approximately 14.36 times, compared to an average P/E ratio of about 21 times for newly listed A-share companies since 2025 [7][8] - The diversity of payment methods, including cash, shares, and convertible bonds, has increased the flexibility and success rate of M&A transactions, with 60% of the analyzed cases employing a mixed payment approach [6][10] - The majority of the M&A activity is concentrated in the technology sector and the "Double Innovation" board, with a notable focus on companies with clear technological advantages and industry barriers [10][11] Group 3 - The article emphasizes that the current M&A environment reflects a systematic improvement in resource allocation efficiency within the A-share market, driven by rational pricing and innovative transaction structures [2][10] - A significant portion of the M&A transactions involves companies related to the acquirer's main business, indicating a trend towards horizontal and vertical integrations within the same industry [12] - The regulatory framework has been enhanced to manage risks associated with M&A, including the introduction of investor protection clauses and performance guarantees, which aim to ensure the sustainability of these transactions [13][14]