A company listed on the STAR Market with two consecutive years of losses is now planning to acquire its largest customer. On August 5th evening, Suzhou Convert Semiconductor Co.,Ltd. (688693) released a major asset restructuring draft, proposing to acquire 100% of Jingyi Semiconductor Co., Ltd. (the "Target Company") for 16.5 billion yuan, representing a premium of 304%. The stock price of Suzhou Convert Semiconductor Co.,Ltd. hit the daily limit-up for two consecutive days on August 6th and 7th.
Just before the acquisition, several well-known institutions exited the Target Company. Furthermore, the valuation of Jingyi Semiconductor has fluctuated dramatically, with sharp increases and decreases. In January 2026, the Target Company's actual controller, Yi Kun, made a low-price early investment before the acquisition. Interestingly, the Target Company is also Suzhou Convert Semiconductor Co.,Ltd.'s largest customer for 2025. A puzzling question for investors is whether, during the performance commitment period, Suzhou Convert Semiconductor Co.,Ltd. might sell products to Jingyi Semiconductor at low prices to boost the Target Company's profitability, thereby "helping" it fulfill its performance promises. As a research-driven company, Jingyi Semiconductor's R&D expenses and R&D headcount are both decreasing, with its R&D expense ratio falling sharply.
Extreme Valuation Fluctuations for the Target Company, with Several Famous Institutions Choosing to Exit Before the Merger
According to the acquisition draft, Suzhou Convert Semiconductor Co.,Ltd. plans to acquire 100% of Jingyi Semiconductor's shares through a combination of issuing shares and cash payment, totaling 16.5 billion yuan, which includes 749 million yuan in cash. As of the valuation date (February 28, 2026), the total equity value of Jingyi Semiconductor was assessed at 16.5 billion yuan using the market approach, representing a premium of 12.42 billion yuan, or 304.24%, over the net assets attributable to the parent company. This valuation is volatile. In October 2023’s Series B financing, the Target Company's price was 68.60 yuan per registered capital, with a post-investment valuation of approximately 3.695 billion yuan.
In June 2024, Shanghai Xinlian acquired existing shares of the Target Company at 53.51 yuan per registered capital, corresponding to a valuation of about 2.882 billion yuan. By March 2026, external investors transferred shares to management at only 7.56 yuan per registered capital, implying a valuation of roughly 378 million yuan. The question arises: why would external investors transfer shares to the Target Company's management at such an ultra-low price? Shouldn't share incentives be more appropriately transferred by original shareholders like the actual controller? Could there be other arrangements behind this? More significantly, the transferring parties in March 2026—Gaopeng Yisheng, Tengyuan Investment, and Xinlian Qichen—had invested at a high cost of 68.60 yuan (or 53.51 yuan) per registered capital in October 2023, so selling at 7.56 yuan would result in substantial investment losses.
Interestingly, in January 2026, the Target Company's actual controller, Yi Kun, purchased shares at the low price of 7.56 yuan per share, citing an equity incentive priced based on the net asset value at that time. In December 2025, a share transfer occurred at 12.25 yuan per share, valuing the company at only 651 million yuan. Now, the acquisition valuation has surged to 16.5 billion yuan, showing a dramatic swing. Notably, several renowned institutional investors exited the Target Company just before the merger. In March 2026, Midea Investment (a platform under Midea Group) and the Gaopeng Group capital exited, shortly before the planned acquisition by Suzhou Convert Semiconductor Co.,Ltd.. As professional industrial and financial investors, their departure on the eve of the merger naturally raises doubts about their assessment of the Target Company's future prospects. This capital reduction cost the Target Company over 200 million yuan in cash.
In the March 2026 reduction, Midea Investment exited at 74.12 yuan per registered capital, while Gaopeng Yisheng exited at 80.95 yuan per registered capital. In contrast, the acquisition price corresponds to 32.98 yuan per registered capital (16.5 billion yuan / 50.0276 million yuan registered capital). The draft states that shareholders exited based on their own reasons, with pricing negotiated based on their investment costs. As early as December 2024, the Target Company underwent a capital reduction, with Runke Shanghai reducing its stake by 72.89 million yuan in shares at 74.75 yuan per registered capital, totaling 54.48 million yuan.
Issue Price Only One-Third of Current Market Price; Acquisition Target is the Listed Company's Largest Customer
The draft shows that the issue price for the shares used in the acquisition is 32.49 yuan per share. As of August 7, 2026, Suzhou Convert Semiconductor Co.,Ltd.'s stock price is 93.38 yuan, meaning the issue price is only about one-third of the market price. Issuing 27.7366 million shares at 32.49 yuan corresponds to a value of about 901 million yuan. At the current price of 93.38 yuan, the market value of these shares would be approximately 2.59 billion yuan. If the acquisition were completed now, the transaction counterparties would gain nearly 1.7 billion yuan in paper profits. Assuming the listed company consolidates the Target Company's assets from January 1, 2025, the goodwill book value as of February 28, 2026, would be 903.53 million yuan, accounting for 32.46% of total assets and 53.28% of net assets (excluding supporting funds raised). This means that if Jingyi Semiconductor's future performance falls short of expectations, the 903 million yuan in goodwill impairment could directly erode the listed company's profits.
The performance commitment parties promise that the chip customization mass production business will achieve cumulative net profit of no less than 255 million yuan from 2026 to 2027, and the self-developed chip business will achieve cumulative revenue of no less than 1.353 billion yuan from 2026 to 2028. However, the self-developed business only commits to revenue, not profit. Assessing the quality of performance commitments solely by revenue scale, without considering multi-dimensional indicators like gross margin, net profit, and operating cash flow, leaves room for gray-area manipulation by the parties making the promises. According to public filings, Jingyi Semiconductor was Suzhou Convert Semiconductor Co.,Ltd.'s largest customer in 2025, with sales of 28.1911 million yuan, accounting for 11.07% of total sales, for FR MOSFET products.
This "customer-to-subsidiary" merger model has industrial logic for synergy. However, questions remain about the fairness of transaction pricing between the two parties during the transition period and whether internal transactions could "beautify" the Target Company's performance. During the performance commitment period, could Suzhou Convert Semiconductor Co.,Ltd. boost the Target Company's profitability by selling products to Jingyi Semiconductor at low prices, thereby "helping" it meet its commitments? These issues require time to verify.
Target Company's R&D Personnel and Expenses Both Decline, with Expense Ratio Falling Sharply
The draft shows that the Target Company focuses on the R&D, design, and sales of power ICs and modules for motor drives and power management, with main products including IPM modules and DC-DC chips. In 2024, the Target Company reported revenue of 255 million yuan and net profit attributable to the parent of 49.2579 million yuan. In 2025, revenue grew to 350 million yuan, but due to the impact of share-based payment expenses, net profit turned to a loss of 19.8429 million yuan. Excluding the share-based payment factor, net profit for 2025 was 89.6814 million yuan. As a fabless power semiconductor company, Jingyi Semiconductor saw both its R&D personnel and R&D expenses decrease on the eve of being acquired, with its R&D expense ratio declining significantly. This trend raises the question of whether its core competitiveness is at risk of weakening.
In 2024, the Target Company's R&D investment was as high as 88.4417 million yuan, accounting for 34.69% of its revenue. By 2025, R&D investment dropped to 84.5232 million yuan, representing 24.17% of revenue. In the first two months of 2026, R&D investment was only 9.2678 million yuan, further declining to 11.43% of revenue. Even after excluding the impact of share-based payment expenses, this downward trend remains evident. Excluding share-based payments, R&D expenses were 71.009 million yuan in 2024 (27.85% of revenue), 66.2281 million yuan in 2025 (18.94% of revenue), and 8.9852 million yuan in the first two months of 2026 (11.08% of revenue). The draft attributes the decline in the R&D expense ratio to revenue growth and adjustments in R&D personnel scale and trial production investments based on project progress and needs.
Concurrent with the decline in R&D spending is a continuous contraction in the R&D team size. At the end of each reporting period, the number of R&D personnel at Jingyi Semiconductor fell from 103 in 2024 to 90 in 2025, and further to 89 in the first two months of 2026. The proportion of R&D personnel also decreased from 59.88% to 56.96%, and then to 56.33%. For a fabless chip design company, R&D personnel are the most core asset. The ongoing reduction in the R&D team size raises the question of whether the company has slowed down its technology iteration pace before being acquired, a matter worth pondering.
Suzhou Convert Semiconductor Co.,Ltd. was listed on the STAR Market in 2023. In its listing year (2023), the company's net profit was 18 million yuan, a sharp decline of over 70% year-on-year, marking an immediate "face change" after listing. Entering 2024, the company's revenue was 130 million yuan, down 39.12% year-on-year, with a net loss attributable to the parent of 97 million yuan. In 2025, total operating revenue reached 255 million yuan, a 95.62% increase year-on-year, but the net loss attributable to the parent was still 91 million yuan. In the first quarter of 2026, losses continued, with revenue of 65 million yuan (up 44.54% year-on-year) but a net loss attributable to the parent of 18 million yuan. Less than three years after listing, Suzhou Convert Semiconductor Co.,Ltd. has accumulated losses of nearly 200 million yuan. This acquisition is taking place against this backdrop.