2025年12月12日晚间，芯原股份披露两项并购进展。一方面，公司终止发行股份及支付现金购买芯来智 融97%股权并募集配套资金事宜；另一方面，公司已与华芯鼎新、国投先导等五家共同投资方签署增资 及股东相关协议，以天遂芯愿为收购主体，推进逐点半导体控制权的收购事宜。 提及本次交易对公司的影响，管理层表示，一方面，此次并购将强化视觉处理领域技术优势，进一步提 升公司在端侧AI ASIC市场竞争力；另一方面，本次并购将通过分布式渲染与GPU的结合，加强公司在 端侧和云侧AI ASIC的布局。 对于终止收购芯来智融的原因，芯原股份表示，标的公司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。 市场角度，逐点半导体作为全球领先的3LCD投影仪主控芯片（SOC）厂商，其手机视觉处理芯片已成 功进入主流手机厂商的供应链，市场份额超过80%。 芯原股份强调，本次终止重大资产重组事项不会对公司正常业务开展和生产经营活动造成不利影响，亦 不存在损害公司及全体股东特别是中小股东利益的情形。 技术角度，逐点半导体的技术先进性集中体现在显示芯片的电路设计能力、图像画质算法处理能力及转 码方面 ...

Core Viewpoint - Chipone Technology announced a strategic capital increase for TianSui Semiconductor, acquiring control of ZhuDian Semiconductor, which is expected to enhance its position in the semiconductor industry and improve its AI ASIC market competitiveness [1][6]. Group 1: Capital Increase and Shareholding Structure - On December 12, Chipone Technology signed a capital increase agreement with TianSui Semiconductor and five investment partners, with TianSui planning to increase its registered capital by 940 million yuan [1]. - Chipone will contribute 350 million yuan in cash and an additional 20 million yuan through its existing 2.11% stake in ZhuDian Semiconductor, resulting in a significant ownership stake [1]. - After the capital increase, TianSui's registered capital will rise from 10 million yuan to 950 million yuan, with Chipone becoming the largest shareholder with a 40% stake [5]. Group 2: Investment Partners - The investment partners include prominent entities such as Huaxin Dingxin, Guotou Xiandao, Yitang Yuanchuang, and Hanzhe Chuangtou, contributing a total of 550 million yuan to support the acquisition [4]. - Huaxin Dingxin invested 300 million yuan, while Guotou Xiandao contributed 150 million yuan, showcasing a strong backing from established investment firms [4]. Group 3: Strategic Implications - ZhuDian Semiconductor, established in 2004, is a leading provider of video and display processing chip solutions, holding over 160 patents and dominating the 3LCD projector control chip market with over 80% share [5]. - The acquisition allows Chipone to offer a comprehensive solution from image preprocessing to postprocessing for mobile clients, enhancing its capabilities in emerging fields like AI smartphones and cloud gaming [5]. - The market analysis suggests that this strategic acquisition aligns with the trend of domestic semiconductor replacement and policy support, potentially setting a new benchmark for industry consolidation [6].

Core Viewpoint - The company plans to acquire 100% equity of Zhudian Semiconductor for a transaction price not exceeding 950 million yuan, which will enhance its competitive position in the AI ASIC market and strengthen its technological advantages in visual processing [2][3][4]. Group 1: Transaction Details - The acquisition will be conducted through a special purpose company, Tian Sui Xin Yuan, with the company contributing 40% of the equity, funded by its own resources and external financing [5][6]. - Zhudian Semiconductor is a subsidiary of Pixelworks, which holds 78.14% of its shares, and the acquisition is expected to be completed by the end of 2025 [3][6][8]. - The market value of Zhudian Semiconductor's 100% equity is estimated between 1.01 billion yuan and 1.04 billion yuan, with the agreed transaction value set at 950 million yuan [7][8]. Group 2: Strategic Impact - The acquisition is expected to create synergies that will enhance the company's technological advantages in the visual processing field, particularly in AI ASIC markets for both edge and cloud applications [3][14]. - The combination of the company's image pre-processing IP and Zhudian Semiconductor's image post-processing IP will provide a comprehensive image processing solution for mobile clients [14][15]. - The integration of distributed rendering with GPU technology will strengthen the company's position in the AI ASIC market, particularly in cloud gaming and professional display sectors [16][17]. Group 3: Company and Industry Background - Zhudian Semiconductor specializes in mobile device visual processing chips and has established a strong presence in the supply chains of major smartphone manufacturers [10][12]. - The company holds over 160 patents and is recognized for its advanced technology in image quality optimization and video processing [12][10]. - The acquisition will not alter Zhudian Semiconductor's existing business model, as it will continue to sell its chip products and maintain its IP licensing and chip design operations [15].

Core Viewpoint - The company plans to invest in TianSuiXinYuan Technology and acquire control of ZhuDian Semiconductor, with a total equity value of 950 million yuan for 100% of the target company's shares [1] Group 1: Investment Details - The acquisition will be executed through TianSuiXinYuan, which will pay up to 950 million yuan in cash plus transaction costs to acquire control of ZhuDian Semiconductor [1] - A share purchase agreement has been signed for 973 million yuan in cash plus transaction costs to acquire 97.89% of the target company's shares, with the completion of the transaction resulting in TianSuiXinYuan holding 100% of ZhuDian Semiconductor [1] Group 2: Target Company Overview - ZhuDian Semiconductor specializes in mobile device visual processing chips, video transcoding chips, and 3LCD projector main control chips, being a leading provider of innovative video and display processing solutions globally [2] - The company holds over 160 domestic and international invention patents and has successfully entered the supply chains of mainstream smartphone manufacturers [2] Group 3: Technological Capabilities - ZhuDian Semiconductor has over 20 years of R&D experience in display chips, with advanced core technology in circuit design, image quality algorithm processing, and transcoding [3] - The company possesses a comprehensive image processing algorithm chain that supports various terminal platforms and operating systems, showcasing high portability and customization capabilities [3] Group 4: Strategic Synergies - The target company has established stable partnerships with global mainstream smartphone brands, and its AI-ISP chip customization solutions are already in mass production [4] - The combination of the company's image pre-processing IP and ZhuDian's image post-processing IP will enhance competitiveness in the display post-processing IP field and facilitate expansion into AI-related projects across various devices [4]