半导体领域，并购队伍熙熙攘攘。 11月26日，模拟芯片龙头企业思瑞浦（688536.SH）停牌。前一日晚间，思瑞浦发布公告，公司正筹划 以发行股份及/或支付现金方式收购宁波奥拉半导体股份有限公司（以下简称"奥拉股份"）股权，并同 步募集配套资金，该交易可能构成重大资产重组。公告指出，本次交易不会导致公司实际控制人发生变 更，亦不构成重组上市。 根据安排，思瑞浦股票及可转债预计停牌时间不超过10个交易日。公告称，目前，思瑞浦初步确定的交 易对象包括Hong Kong Aura Investment Co.Limited等9名股东，合计持有奥拉股份86.12%的股权。停牌 期间，思瑞浦将持续与奥拉股份其他股东就交易意向进行协商。交易具体方案仍在进一步论证中，最终 将以各方正式签署的协议为准。 双成药业此前披露的数据显示，奥拉股份2022年、2023年分别实现营业收入4.78亿元和4.72亿元，净亏 损分别为8.56亿元和9.62亿元。不过，公司在2024年1–7月实现扭亏为盈，营业收入达5.38亿元，净利润 为3.07亿元。 （文章来源：国际金融报） 2023年6月，思瑞浦披露重组预案，拟以发行股份及支付现金方式 ...

Core 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].

Core Viewpoint - Sirepo plans to acquire a stake in Ningbo Aura Semiconductor Co., Ltd. through share issuance and/or cash payment, which may constitute a significant asset restructuring [2] Group 1: Acquisition Details - Sirepo's stock and convertible bonds will be suspended from trading starting November 26, 2025, for a period not exceeding 10 trading days [2] - The transaction involves nine shareholders, including Hong Kong Aura Investment Co. Limited, who collectively hold 86.12% of Aura's shares [2] Group 2: Aura Semiconductor's Performance - Founded in 2018, Aura focuses on the development of analog and mixed-signal chips, with product lines including clock chips, power management chips, sensor chips, and RF chips [3] - Aura has achieved significant revenue growth, with 2022 and 2023 revenues of 478 million and 472 million yuan, respectively, and a turnaround in 2024 with revenue of 538 million yuan and a net profit of 30.7 million yuan [3] - The company has successfully developed clock chips widely used in 5G communication infrastructure, achieving performance levels comparable to leading global manufacturers [3] Group 3: Strategic Collaboration and Synergies - The acquisition aims to enhance Sirepo's capabilities in data centers, AI servers, and 5G communications, particularly in providing comprehensive analog solutions for AI applications [5] - The collaboration will leverage Sirepo's domestic sales network and Aura's international expansion experience, creating a combined sales force [6] - Sirepo's supply chain management and 12-inch COT wafer technology will help Aura optimize product processes and reduce costs, particularly for its SPS products [6] - The integration will also facilitate resource sharing and capability enhancement between the two companies' R&D teams, leading to a strategic upgrade of their ecosystem [6]

Group 1 - The company, Xingsen Technology, stated on November 12 that its CSP packaging substrates are primarily used in storage chips and RF chips [2] - The customer base includes major South Korean and domestic storage chip clients [2]

Core Viewpoint - The company, Xingsen Technology, has indicated that its CSP packaging substrates primarily serve downstream sectors including storage chips and RF chips, with a customer base that includes major South Korean and domestic storage chip clients [1] Group 1 - The main downstream applications of the company's CSP packaging substrates are in storage chips and RF chips [1] - The customer base for the company's products includes significant South Korean and domestic storage chip clients [1]

Group 1 - The core viewpoint of the article highlights that Xingsen Technology (002436.SZ) has indicated its CSP packaging substrates are primarily utilized in the storage chip and RF chip sectors, with a customer base that includes major Korean and domestic storage chip clients [1]

Core Viewpoint - The company plans to raise up to 347.5 million yuan through a private placement of A-shares to specific investors, aimed at expanding its RF chip manufacturing capacity and supplementing working capital [3][4]. Summary by Sections Fundraising Details - The total amount to be raised is capped at 347,500,000 yuan, which will be used for RF chip manufacturing expansion and working capital [3]. - The issuance will involve no more than 35 qualified investors, including various financial institutions and qualified foreign institutional investors [3]. - The pricing benchmark for the issuance will be set on the first day of the issuance period, with the issue price not lower than 80% of the average trading price over the previous 20 trading days [3]. Issuance Quantity - The number of shares to be issued will be determined by dividing the total fundraising amount by the issue price, with a maximum limit of 30% of the company's total share capital prior to the issuance [4]. - Based on current calculations, the maximum number of shares to be issued is approximately 160,482,959 shares [4]. Shareholder Structure - Shares issued in this round will be restricted from transfer for six months post-issuance [5]. - As of June 30, 2025, the company's total share capital is 53,485,890 shares, with the actual controller holding 32.40% of the shares [5]. - If the maximum number of shares is issued, the total share capital will increase to 69,542,620 shares, with the actual controller's shareholding reducing to 24.54%, ensuring no change in control [5]. Sponsorship - The lead underwriter for this issuance is China International Capital Corporation, with representatives Zhang Linji and Cao Jun [6].

Core Insights - Skyworks Solutions announced the acquisition of Qorvo, creating a combined company valued at $22 billion [1][3] - The deal aims to establish the largest RF chip supplier in the U.S. amid recovering smartphone demand post-pandemic [3] Transaction Details - The acquisition will be a stock and cash transaction, with Qorvo shareholders receiving $32.50 in cash and 0.960 shares of Skyworks stock per share [3] - The total offer for Qorvo is approximately $105.31 per share, representing a 14.3% premium over its previous closing price, with an overall valuation of about $9.76 billion [3] - Following the announcement, both companies' stock prices rose by approximately 12% in pre-market trading [3] Company Background - Skyworks specializes in designing and manufacturing analog and mixed-signal chips for wireless communication, automotive electronics, industrial equipment, and consumer electronics [3] - In August, Skyworks projected that its Q4 revenue and profits would exceed Wall Street expectations due to strong demand for its analog chips [3] Market Context - Apple is increasingly focusing on in-house RF chip development, which may reduce reliance on external suppliers like Skyworks and Qorvo, potentially impacting their long-term sales outlook [3] - The merger of these two leading U.S. smartphone RF chip companies may trigger stringent antitrust scrutiny from regulatory bodies [3] Leadership Structure - The transaction is expected to be completed by early 2027, with Skyworks CEO Phil Breslin becoming the CEO of the merged entity, while Qorvo's current CEO Bob Bruggeworth will join the new company's board [4]

Core Viewpoint - Skyworks Solutions (SWKS) and Qorvo (QRVO) have announced a merger agreement, combining their operations to create a company valued at $22 billion, expected to close in the first half of 2027, pending regulatory and shareholder approvals [1] Group 1: Merger Details - The merger will be executed through a combination of cash and stock [1] - The combined entity is anticipated to achieve over $500 million in annual cost synergies within 24-36 months post-merger [1] Group 2: Market Reaction - Following the announcement, Skyworks Solutions shares rose nearly 4% to $83.42, while Qorvo shares increased over 3% to $100.39 [1]

Core Viewpoint - Skyworks Solutions (SWKS) and Qorvo (QRVO) have announced a merger agreement, combining their operations to create a company valued at $22 billion, with the transaction expected to close in the first half of 2027, pending regulatory and shareholder approvals [1] Group 1: Company Details - Skyworks Solutions shares rose over 5.7% in pre-market trading, reaching $84.84 [1] - Qorvo shares increased by more than 1.2% in pre-market trading, reaching $98.65 [1] Group 2: Merger Implications - The merger will be executed through a combination of cash and stock [1] - The combined entity is expected to achieve over $500 million in annual cost synergies within 24-36 months post-merger [1] - The merger will enhance scale and coverage across more application scenarios [1]