证券代码：688766 证券简称：普冉股份 公告编号：2026-009 注：1、上年同期及本报告期初数同法定披露的上年年末数，本报告期及本报告期末数均为未经审计的 合并报表数据。 2、以上增减变动数据如有尾差，是由于四舍五入所造成的。 3、本报告期公司实施资本公积转增股本，基本每股收益、归属于母公司所有者的每股净资产的上年同 期数按调整后股数重新计算。 普冉半导体（上海）股份有限公司 2025年度业绩快报公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性依法承担法律责任。 重要内容提示： ● 本公告所载2025年度（以下简称"报告期"）主要财务数据为初步核算数据，未经会计师事务所审计， 具体数据以普冉半导体（上海）股份有限公司（以下简称"公司"）2025年年度报告中披露的数据为准， 提请投资者注意投资风险。 一、2025年度主要财务数据和指标 单位：万元 币种：人民币 ■ 二、2025年度经营业绩和财务状况情况说明 （一）报告期的经营情况、财务状况及影响经营业绩的主要因素 1、报告期的经营业绩、财务情况 2025年度，公司实现营业总收入2 ...

Core Viewpoint - The company expects a significant decrease in net profit for 2025, with a projected net profit of approximately 205 million yuan, representing a year-on-year decline of about 29.89% [1]. Group 1: Main Business Impact - Starting from the second quarter of 2025, the company anticipates an increase in revenue from its main storage chip products due to favorable changes in the storage chip market supply and a surge in demand from AI servers, high-end smartphones, and PC replacements [1]. - The company is focusing on continuous iteration and optimization of its storage chip products and increasing R&D investment in "storage+" chip products to maintain and expand its core competitive advantages [1]. - The total employee compensation has significantly increased due to the expansion of the R&D team, leading to a notable rise in overall management, operational, and sales expenses, which collectively increased by approximately 90 million yuan compared to the previous year [1]. Group 2: Inventory and Impairment - The company has adopted a proactive supply chain strategy, resulting in a higher inventory level and a decrease in inventory turnover rate, leading to an increase in asset impairment losses by approximately 63 million yuan year-on-year [1]. Group 3: Acquisition Impact - In November 2025, the company acquired 51% of Zhuhai Noah Changtian Storage Technology Co., Ltd., which positively impacted the company's profits during the reporting period [1]. - The acquisition is expected to contribute approximately 35 million yuan to the net profit attributable to the parent company and about 27 million yuan to the net profit after excluding non-recurring gains and losses [1]. - The newly acquired company is expected to enhance the company's product line and core competitiveness in the storage chip sector, contributing approximately 210 million yuan to the revenue and 20 million yuan to the net profit attributable to the parent company during the reporting period [1].

Core Viewpoint - The company, Purun Co., Ltd. (688766.SH), announced plans to acquire 49% equity in Noah Changtian through a combination of issuing shares, convertible bonds, and cash payments, aiming to gain 100% ownership of the company [1] Group 1: Transaction Details - The acquisition will not include performance compensation or impairment compensation commitments [1] - The company's stock is set to resume trading on December 9, 2025 [1] Group 2: Target Company Overview - Noah Changtian specializes in providing high-performance 2D NAND and derivative memory products and solutions, including SLC NAND, eMMC, and MCP [1] - The core technical team of Noah Changtian has extensive industry experience and a strong technological foundation in memory technology [1]

Core Viewpoint - The article discusses the acquisition of a 31% stake in Zhuhai Noah Changtian Storage Technology Co., Ltd. by Purun Co., which will result in Purun gaining a controlling interest in the company and indirectly controlling SkyHigh Memory Limited (SHM) [3][5][8]. Summary by Sections Acquisition Details - Purun announced on November 17 that it plans to acquire a 31% stake in Noah Changtian for a total of 144 million RMB (approximately 21 million USD) [3][6]. - After the acquisition, Purun's ownership in Noah Changtian will increase to 51%, allowing it to control the company and indirectly control SHM, which is fully owned by Noah Changtian [6][8]. Company Background - Purun, established in 2016 and headquartered in Zhangjiang Hi-Tech Park, Shanghai, specializes in non-volatile memory chips such as NOR Flash and EEPROM, as well as MCU microcontroller chips [7]. - SHM, a semiconductor company registered in Hong Kong, focuses on high-performance 2D NAND and derivative memory products, with a strong presence in various global markets [8]. Rationale for Acquisition - The acquisition aims to achieve three main objectives: 1. **Product Complementarity**: Purun's main products (NOR Flash, EEPROM) complement Noah Changtian's offerings (SLC NAND, eMMC, MCP), creating a comprehensive non-volatile memory product lineup [9][14]. 2. **Market Complementarity**: Purun primarily serves the domestic market, while Noah Changtian has a strong presence in overseas markets, allowing for a global sales network [9][14]. 3. **Technical Complementarity**: Purun has strong IC design capabilities, while Noah Changtian excels in product performance optimization and manufacturing processes, enhancing overall capabilities [9][14]. Financial Performance - In 2024, Purun's revenue is projected to reach 1.804 billion RMB (approximately 260 million USD), with storage series chips accounting for 78.6% of total revenue [9][10]. - Recent financial performance shows a revenue increase in 2023, with a total of 1.127 billion RMB (approximately 162 million USD) and a year-on-year growth of 21.87% [11][12]. - SHM reported a revenue of 687 million RMB (approximately 100 million USD) and a net profit of 47.49 million RMB (approximately 6.9 million USD) for the first eight months of 2025 [12]. Competitive Landscape - The markets for NOR Flash and EEPROM have established players with significant advantages, making it challenging for new entrants like Purun to compete effectively [13][14]. - The acquisition is seen as a strategic move for Purun to enhance its market position and capabilities in the semiconductor industry [14].

Core Viewpoint - The company plans to acquire a 31% stake in Zhuhai Noah Changtian Storage Technology Co., Ltd. for 144 million yuan, achieving a 51% controlling interest, which will indirectly control SkyHigh Memory Limited (SHM) [2][5][9] Group 1: Acquisition Details - The acquisition involves signing a share transfer agreement with three shareholders of Noah Changtian, with a total transaction amount of 144 million yuan [5] - The net asset value of Noah Changtian was assessed at 463.36 million yuan, reflecting a value increase of 1.46 million yuan, or a 3.26% appreciation [5] - After the transaction, the company will hold a 51% stake in Noah Changtian, thereby gaining control over SHM [5][9] Group 2: Financial Performance - Noah Changtian's projected revenues for 2024 and the first eight months of 2025 are 863 million yuan and 687 million yuan, respectively, with net profits of 23.75 million yuan and 47.49 million yuan [5][6] - As of August 31, 2025, Noah Changtian's total assets are estimated at 521.84 million yuan, with total liabilities of 173.47 million yuan and net assets of 348.38 million yuan [6] Group 3: Strategic Importance - The acquisition aims to enhance the company's core competitiveness in the memory chip sector and expand its product line [9] - SHM, established in December 2018, focuses on high-performance 2D NAND and related memory products, with applications in various industries [8] - The global market for SLC NAND is projected to grow from 2.31 billion USD in 2024 to 3.44 billion USD by 2029, with a compound annual growth rate of 5.8% [8]

Core Viewpoint - Company plans to acquire a 31% stake in Zhuhai Noah Changtian Storage Technology Co., Ltd. for a total transaction amount of RMB 144 million, aiming to gain control over the company and indirectly control SHM, a semiconductor enterprise focused on high-performance storage products [1][1][1] Group 1: Acquisition Details - The acquisition will increase the company's ownership in the target company to 51%, achieving control [1][1] - The transaction amount for the acquisition is RMB 144 million [1][1] Group 2: Target Company Overview - SHM is a Hong Kong-registered semiconductor company specializing in high-performance 2D NAND and derivative storage products [1][1] - The core competencies of SHM include firmware algorithm development, storage chip testing solutions, integrated packaging design, and customized storage products [1][1] - SHM's products are widely used in industrial control, home appliance security, wearables, and smart terminals [1][1] Group 3: R&D Investment - In the first three quarters of 2025, the company invested RMB 224 million in R&D, representing a year-on-year increase of 29.93% [1][1] - The company is advancing existing product line projects and developing new product lines such as VCM Driver and SPD [1][1]

Core Viewpoint - The company, Purun Co., Ltd. (688766), announced its intention to acquire a 31% stake in Zhuhai Noah Changtian Storage Technology Co., Ltd. for a total transaction amount of 144 million yuan, which will result in a controlling stake of 51% in Noah Changtian and indirect control over SkyHigh Memory Limited (SHM) [1] Group 1 - The acquisition of Noah Changtian will enable the company to gain control over SHM, a semiconductor firm registered in Hong Kong [1] - SHM specializes in high-performance 2D NAND and derivative memory products, including SLC NAND, eMMC, and MCP solutions [1] - The core competencies of SHM include firmware algorithm development, memory chip testing solutions, integrated packaging design, and customized memory products [1]

Core Viewpoint - Company plans to acquire a 31% stake in Zhuhai Noah Changtian Storage Technology Co., Ltd. for approximately RMB 144 million, aiming to gain control over the company and indirectly over SkyHigh Memory Limited [1] Group 1: Acquisition Details - The acquisition will increase the company's ownership in the target company to 51%, achieving control [1] - The total transaction amount is approximately RMB 144 million [1] Group 2: Target Company Overview - Zhuhai Noah Changtian specializes in high-performance 2D NAND and derivative memory products, including SLC NAND, eMMC, and MCP [1] - The core competencies of the target company include firmware algorithm development, memory chip testing solutions, integrated packaging design, and customized memory products [1] - The products are widely used in various fields such as industrial control, home appliance security, wearables, and smart terminals [1]

Core Viewpoint - Puran Co., Ltd. plans to establish a wholly-owned subsidiary in Hong Kong to enhance its international competitiveness and expand its overseas market share, aligning with its long-term development strategy [1][3]. Group 1: Company Expansion and Financial Performance - Puran Co., Ltd. reported a total revenue of 907 million yuan, a year-on-year increase of 1.19%, while the net profit attributable to shareholders decreased by 70.05% to 40.73 million yuan [2]. - The company is in the process of acquiring controlling interest in Zhuhai Noah Changtian Storage Technology Co., Ltd., which will indirectly provide control over SkyHigh Memory Limited, a semiconductor company focused on high-performance storage solutions [2]. Group 2: Strategic Investment and Market Position - The establishment of the Hong Kong subsidiary aims to leverage the region's advantages to better meet overseas customer demands and improve service quality and efficiency [3]. - The investment will be funded by the company's own resources and is expected to positively impact the company's future financial status and operational results, enhancing overall profitability [3].