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 - The company plans to acquire 97.0070% equity of Chip Coming Technology through a combination of issuing shares and cash payment, making it a wholly-owned subsidiary after the transaction is completed [1][3]. Group 1: Transaction Details - The transaction involves purchasing equity from 31 parties, including Chip Coming Co-Creation and Hu Zhenbo, and will also raise supporting funds by issuing shares to no more than 35 specific investors [1][3]. - The transaction price has not been finalized as the related audit, evaluation, and due diligence work are still ongoing, and the final price will be based on the assessment report from a qualified evaluation agency [3]. - Chip Coming Technology specializes in providing semiconductor RISC-V IP design, licensing, and related services, falling under the "Software and Information Technology Services" industry [3]. Group 2: Regulatory and Compliance Aspects - The transaction is expected to constitute a related party transaction and is anticipated to meet the criteria for a major asset restructuring as per the relevant regulations [3]. - The company has not yet determined whether to provide performance compensation commitments, pending the completion of the audit and evaluation work [3].

Group 1 - The company plans to acquire a total of 97.0070% equity in Chip Lai Technology through the issuance of shares and cash payment to 31 trading parties, including Chip Lai Co-creation and Hu Zhenbo [1][2] - After the completion of this transaction, Chip Lai Technology will become a wholly-owned subsidiary of the listed company, which currently holds 2.9930% of the equity [1][2] - The company's stock is set to resume trading on September 12, 2025 [1] Group 2 - The transaction involves issuing shares and cash to purchase the majority stake in Chip Lai Technology, while also raising supporting funds from no more than 35 specific investors [2] - The final transaction price for the equity has not yet been determined, pending the completion of auditing, evaluation, and due diligence work [2] - Chip Lai Technology specializes in providing semiconductor RISC-V IP design, licensing, and related services, classified under the software and information technology services industry [2]

Core Viewpoint - The company plans to acquire a 97.0070% stake in Chip Lai Technology through a combination of issuing shares and cash payments, making it a wholly-owned subsidiary after the transaction is completed [1][3]. Group 1: Transaction Details - The transaction involves purchasing the stake from 31 parties, including Chip Lai Gong Chuang and Hu Zhenbo, and the company will also raise supporting funds by issuing shares to no more than 35 specific investors [1][3]. - As of the date of the announcement, the company directly holds a 2.9930% stake in Chip Lai Technology [1]. - The final transaction price is yet to be determined, pending the completion of audits, evaluations, and due diligence [3]. Group 2: Business and Industry Context - Chip Lai Technology operates in the semiconductor industry, specifically providing RISC-V IP design, licensing, and related services necessary for integrated circuit products [3]. - The company is classified under the "Software and Information Technology Services" sector according to the national economic industry classification [3]. - The transaction is expected to create synergies with the company's main business, enhancing its operational capabilities [3].

Core Viewpoint - The company plans to acquire a 97.0070% stake in Chip Creation Technology through a combination of issuing shares and cash payment, making it a wholly-owned subsidiary after the transaction is completed [1][3]. Group 1: Transaction Details - The transaction involves purchasing the stake from 31 parties, including Chip Creation Co., Hu Zhenbo, and Chip Creation Co. [1][3]. - The company currently holds a 2.9930% stake in Chip Creation Technology, which will increase to 100% post-transaction [1]. - The final transaction price will be determined based on an evaluation report from a qualified appraisal agency, in accordance with the Securities Law [3]. Group 2: Business and Industry Context - Chip Creation Technology specializes in providing semiconductor RISC-V IP design, licensing, and related services, which are essential for integrated circuit products [3]. - The company operates within the "Software and Information Technology Services" industry as classified by the National Bureau of Statistics [3]. - The transaction is expected to create synergies with the company's main business, enhancing its competitive position in the industry [3]. Group 3: Regulatory and Compliance Aspects - The transaction is classified as a significant asset restructuring under the relevant regulations, and it is anticipated to involve related party transactions [3]. - As of the date of the announcement, the auditing and evaluation work related to the transaction has not been completed, and performance compensation commitments will be determined after these processes [3]. Group 4: Stock Market Implications - The company's stock is set to resume trading on September 12, 2025, following the completion of the transaction [2].

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 transaction involves Chip Origin Co., Ltd. acquiring 97.0070% equity of Xinlai Zhiyuan Semiconductor Technology (Shanghai) Co., Ltd. [1] - The payment method includes a combination of issuing shares and cash payment, along with raising supporting funds [1] - The issuance price is set at 106.66 yuan per share, which is no less than 80% of the average price over the 20 trading days prior to the pricing benchmark [1] Group 2 - Xinlai Technology, established in 2018, is one of the first RISC-V CPU IP providers in China [1] - The main business includes providing semiconductor RISC-V IP design, licensing, and related services [1] - The company has over 300 global authorized customers and is expected to rank among the top in CPU IP business revenue among Chinese RISC-V IP companies in 2024 [1] Group 3 - The general lock-up period for the shares obtained by the transaction parties is 12 months [1] - Shareholders with less than 12 months of holding time will have a lock-up period of 36 months [1] - Qualified private equity funds can enjoy a 6-month lock-up period [1] Group 4 - The maximum amount of raised supporting funds will not exceed 100% of the transaction price for the asset purchase [1] - The number of shares issued is limited to no more than 30% of the total share capital after the transaction [1] - The funds will be used for cash payment for the transaction, intermediary fees, transaction taxes, and to supplement the liquidity of both the listed company and the target company [1] Group 5 - The business synergy will enhance Chip Origin's core processor IP and CPU IP's full-stack heterogeneous computing landscape, strengthening AI ASIC design capabilities [1] - In the first half of 2025, approximately 52% of Chip Origin's chip design business revenue will come from AI computing-related income, complementing the target company's RISC-V technology [1] - The RISC-V architecture provides modular instruction set and scalability advantages for AI computing [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]