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 - The article discusses the trend of semiconductor companies facing significant valuation corrections, as evidenced by recent acquisitions at prices much lower than previous valuations, indicating a shift in the investment landscape within the semiconductor industry [4][5][6]. Group 1: Acquisition Trends - Semiconductor companies are increasingly engaging in mergers and acquisitions, with 90 related transactions disclosed in the A-share market since January 1, 2025 [4]. - The acquisition of ZD Semiconductor by Chip Origin is highlighted, where the company was valued at $500 million (approximately 3.56 billion RMB) but was acquired for only 950 million RMB, representing 26.7% of its previous valuation [5][10]. - Another example includes the acquisition of Ruicheng Semiconductor by Gelaun Electronics, where the highest valuation was 4.878 billion RMB, but the transaction price was only 1.9 billion RMB, reflecting a significant discount [6]. Group 2: Transaction Structure - Chip Origin's acquisition of ZD Semiconductor involved the establishment of a Special Purpose Vehicle (SPV) called Tian Sui Xin Yuan, where Chip Origin holds 40% of the shares, allowing it to control the acquisition while minimizing cash outlay [9][19]. - The acquisition price of 950 million RMB includes 930 million RMB in cash and transaction fees, with the deal structured to ensure that external investors could still participate and benefit from the transaction [9][19]. - The transaction structure allowed external investors to increase their ownership stakes, with Pixelworks reducing its stake from 78.14% to 49.49%, thereby compensating external investors and ensuring they would not incur significant losses [14][17]. Group 3: Financial Performance and Strategic Decisions - ZD Semiconductor's financial performance has been poor, with projected revenues of 385 million RMB and a net loss of 120 million RMB for 2024, raising concerns about its future viability [20]. - Pixelworks, the parent company, is also facing declining revenues and increasing losses, prompting a need to liquidate assets to stabilize its financial situation [20][22]. - The urgency for Pixelworks to divest its Chinese operations is compounded by geopolitical risks and the need for cash flow, making the sale of ZD Semiconductor a strategic necessity [22].

Core Viewpoint - Company plans to optimize its industrial layout and enhance competitiveness by acquiring control of Zhudian Semiconductor through a special purpose company, Tiansui Xinyuan Technology [1][2] Group 1: Investment Details - The acquisition involves a total equity value of 950 million yuan for 100% of Zhudian Semiconductor [1][4] - Company will invest approximately 40% in Tiansui Xinyuan, with 20% coming from its own funds and 80% from self-raised funds [2] - After the investment, the company is expected to become the largest single shareholder of Tiansui Xinyuan and gain control over its board [2] Group 2: Company Background - Zhudian Semiconductor specializes in visual processing chips and has over 160 patents, being a leader in mobile device AI display chips [3][4] - The company has established stable partnerships with major global smartphone brands and has successfully entered their supply chains [5] Group 3: Financial Performance - Zhudian Semiconductor's projected revenue for 2024 is approximately 385 million yuan, with a net loss of 121 million yuan [4] - In the first half of 2025, the expected revenue is around 110 million yuan, with a net loss of about 64.06 million yuan [4] Group 4: Strategic Implications - The acquisition will enhance the company's competitiveness in image processing IP and expand its capabilities in AI-related projects across various devices [5] - The integration of technologies from both companies is expected to strengthen the company's position in the AI ASIC market [5] Group 5: Stock Incentive Plan - Company announced a stock incentive plan to grant up to 8.11625 million restricted shares, representing approximately 1.54% of the total share capital [6] Group 6: Market Position - As of October 15, the company's stock price was 170.83 yuan per share, with a total market capitalization of 89.8 billion yuan [7]