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]

芯原股份昨日晚间公告，公司拟通过发行股份及支付现金方式向芯来共创、胡振波、芯来合 创等31名交易对方购买其合计持有的芯来科技97.0070%股权，并募集配套资金。 加入"中国IC独角兽联盟"，请点击进入 是说芯语转载，欢迎关注分享 | 交易形式 | 发行股份及支付现金购买资格券股金 | | | --- | --- | --- | | 交易方案简介 | 上市公司拟以发行股份及支付现金的方式购买芯来共创、胡振波、芯来合 | | | | 创等31 名交易对方合计持有的芯来科技 97.0070%股权。同时,上市公司 | | | | 拟向不超过35名特定投资者发行股份募集配套资金. | | | 交易价格 | 截至本预案签署日,本次交易相关的审计、评估及尽职调查工作尚未完成。 标的资产交易价格尚未最终确定,标的资产的最终交易价格将以符合《证 | | | | 券法》规定的评估机构出具的评估报告的评估结果为基础,经交易双方充 | | | | 分协商确定, | | | 名称 | 芯来科技 97.0070%股权 根据国家统计局发布的《国民经济行业分类与代码》（GB/T4754-2017） | | | 主营业务 | 提供集成电路产 ...

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]

四、募集配套资金 芯原股份重组预案要点解读 一、交易方案概述 •交易标的：芯原股份拟收购芯来智融半导体科技（上海）有限公司97.0070%股权 •交易对方：芯来共 创、胡振波、芯来合创等31名交易对方 •支付方式：发行股份及支付现金相结合，同时募集配套资金 • 发行价格：106.66元/股（不低于定价基准日前20个交易日均价的80%） 二、标的公司情况 •芯来科技：成立于2018年，中国首批RISC-V CPU IP提供商之一 •主营业务：提供半导体RISC-V IP设 计、授权及相关服务 •行业地位：全球授权客户超300家，2024年CPU IP业务收入在中国RISC-V IP企业 中位居前列 •技术优势：2023年7月成为全球首家通过ISO 26262 ASIL-D级别汽车功能安全认证的RISC- V CPU IP公司 三、股份锁定安排 •一般锁定期：交易对方所获股份锁定期为12个月 •特殊情况：持股时间不足12个月的股东锁定期为36个 月 •私募基金优惠：符合条件的私募基金可享受6个月锁定期 •募集上限：不超过发行股份购买资产交易价格的100% •发行股数限制：不超过交易后总股本的30% •发 行对象： ...

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]