Core Viewpoint - The recent wave of mergers and acquisitions (M&A) in the A-share market is facing significant challenges, leading to a notable increase in the number of terminated deals, particularly in the semiconductor sector [1][2]. Group 1: M&A Terminations - From November 13 to December 13, at least 20 listed companies announced the termination or suspension of major asset restructuring plans, with notable companies in the semiconductor, pharmaceutical, chemical, and information technology sectors involved [1]. - The semiconductor sector has emerged as a critical area for M&A terminations, with companies like Haiguang Information and Zhongke Shuguang announcing the termination of a merger plan valued at approximately 100 billion [2]. - Chip manufacturers such as Chipone and Diaomicro have also recently announced the termination of their acquisition plans due to disagreements on key terms and market conditions [3][4]. Group 2: Reasons for Termination - The primary reasons for the termination of M&A deals include the inability of parties to reach consensus on core terms, the immaturity of transaction conditions, and changes in the market environment [4][5]. - A significant issue in these negotiations is the valuation disagreement, where buyers seek conservative valuations while sellers demand premiums, leading to a fundamental mismatch in expectations [5][6]. - Market volatility has exacerbated these challenges, with fluctuations in stock prices affecting the perceived value of deals, particularly in high-growth sectors like technology [6].

证券代码：688381 证券简称：帝奥微 公告编号：2025-072 江苏帝奥微电子股份有限公司 关于终止发行股份及支付现金购买资产并募集配套资 金事项相关内幕信息知情人买卖公司股票情况的自查 报告 1、公司及其董事、高级管理人员； 2、公司控股股东、实际控制人及其董事、监事、高级管理人员； 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。 江苏帝奥微电子股份有限公司（以下简称"帝奥微"或"公司"）于2025 年12月5日召开第二届董事会第二十一次会议，审议通过了《关于终止发行股份 及支付现金购买资产并募集配套资金事项的议案》，同意公司终止原发行股份 及支付现金购买资产并募集配套资金事项，并授权公司管理层办理本次终止相 关事宜。并于2025年12月6日在上海证券交易所网站（www.sse.com.cn）披露了 《关于终止发行股份及支付现金购买资产并募集配套资金事项的公告》。 根据《上市公司重大资产重组管理办法》《公开发行证券的公司信息披露 内容与格式准则第26号——上市公司重大资产重组》《上海证券交易所上市公 司自律监管指引 ...

Core Viewpoint - The Hang Seng Index Company announced a rebranding of the Hang Seng Hong Kong Stock Connect Software and Semiconductor Index to the Hang Seng Hong Kong Stock Connect Software Theme Index, with changes in constituent stocks effective December 16, 2025 [1] Group 1 - The number of constituent stocks will be fixed at 40 [1] - Four stocks will be added: Reading Group, Qutoutiao, Meitu, and Huya Technology [1] - Four stocks will be removed: ASMPT, SMIC, Hua Hong Semiconductor, and Innodisk [1]

Core Viewpoint - The recent trend in the semiconductor industry, particularly in the analog chip sector, has seen a surge in mergers and acquisitions (M&A), but several notable deals have been terminated due to disagreements on key terms and conditions [2][9][10]. Group 1: Company Actions - SiRuPu (688536.SH) announced the termination of its major asset restructuring plan, with its stock resuming trading the following day [1]. - DiAoWei (688381.SH) held an investor briefing to announce the termination of its share issuance for asset acquisition, citing a lack of consensus on the transaction terms among parties involved [1][2]. - The timeline for both SiRuPu and DiAoWei's M&A activities was notably short, with SiRuPu's acquisition attempt of Ningbo Aola Semiconductor taking only half a month from initiation to termination, and DiAoWei's acquisition of Rongpai Semiconductor taking just over two months [2]. Group 2: Industry Trends - The analog chip sector has experienced a wave of horizontal consolidation, with companies like Yachuang Electronics (301099.SZ) actively pursuing M&A opportunities [4][6]. - A total of 9 horizontal M&A attempts have been initiated by 8 domestic analog chip manufacturers this year, indicating a robust interest in consolidation within the industry [6]. - The trend of M&A in the analog chip industry is driven by the need to acquire core technologies, R&D teams, and customer resources, which can shorten development cycles and mitigate market risks [7][10]. Group 3: Challenges and Terminations - Several M&A attempts in the analog chip sector have been terminated this year, primarily due to parties failing to reach agreement on key transaction terms [9]. - The reasons for termination include the immaturity of conditions for major asset restructuring and disagreements on transaction pricing and core terms [9][10]. - The current economic cycle and capital market conditions have created challenges for M&A transactions, leading to difficulties in closing deals [9]. Group 4: Future Outlook - Despite the recent terminations, external M&A is still viewed as a critical growth path for analog chip companies, with firms like Xinxiangwei expressing intentions to continue pursuing both organic and external growth strategies [10]. - The global analog chip market is dominated by leaders like Texas Instruments (TI) and Analog Devices (ADI), which have successfully utilized M&A to build comprehensive product lines [12]. - The potential for creating a "Chinese version of TI" exists, as domestic companies seek to enhance their competitiveness through strategic acquisitions [12][13].

Core Viewpoint - The article discusses the recent trend of horizontal mergers and acquisitions (M&A) in the analog chip industry, highlighting both successful and terminated deals, and the implications for the industry's growth and consolidation [1][3][8]. Group 1: Recent M&A Activity - Sirepu (688536.SH) announced the termination of its major asset restructuring plan on December 9, leading to the resumption of its stock trading [1]. - DiAoWei (688381.SH) also held an investor meeting on the same day to announce the termination of its share purchase agreement for acquiring Rongpai Semiconductor (Shanghai) Co., Ltd. due to disagreements on key terms [1]. - The rapid termination of these M&A deals, particularly in the analog chip sector, reflects challenges in reaching consensus on transaction terms [1][4]. Group 2: Industry Trends - The analog chip sector has seen a surge in M&A activity this year, with companies like Yachuang Electronics (301099.SZ) leading the charge in horizontal acquisitions [3][4]. - A total of nine horizontal M&A attempts have been initiated by eight domestic analog chip manufacturers, including Sirepu, DiAoWei, and Yachuang Electronics [4][6]. - The trend of horizontal consolidation is driven by the industry's characteristics, such as a wide range of products and a dispersed customer base, which necessitate rapid acquisition of technology and resources [6][7]. Group 3: Reasons for Termination of M&A - Several M&A attempts have been terminated this year due to failure to reach agreement on key terms, such as transaction pricing and restructuring plans [7]. - The inability to finalize agreements is a significant reason for the high rate of M&A terminations in the analog chip sector [7]. - Economic adjustments and a cooling capital market have created discrepancies between market valuations and the pricing of M&A deals, complicating the completion of transactions [7]. Group 4: Future Outlook - Despite the challenges, external M&A is still viewed as a critical growth strategy for analog chip companies, with firms like Xinxiangwei indicating a commitment to combining internal growth with external acquisitions [8]. - The article suggests that the analog chip industry could benefit from a consolidation similar to that seen in global leaders like Texas Instruments (TI) and Analog Devices (ADI), which have successfully expanded through strategic acquisitions [10][11]. - There is a recognition that domestic analog chip companies need to enhance their product lines and core capabilities to compete globally, particularly in terms of manufacturing processes and product diversity [12].

Core Viewpoint - The recent trend in the semiconductor industry, particularly in the analog chip sector, shows a surge in horizontal mergers and acquisitions (M&A), but several notable deals have been terminated due to disagreements on key terms and conditions [1][5][6]. Group 1: M&A Activity - SiRuPu (688536.SH) announced the termination of its major asset restructuring plan, leading to the resumption of its stock trading [1] - DiAoWei (688381.SH) held an investor briefing to announce the termination of its share purchase agreement for acquiring RongPai Semiconductor (Shanghai) Co., Ltd., due to a lack of consensus on the transaction terms [1] - A total of 9 horizontal M&A attempts have been initiated by 8 domestic analog chip manufacturers this year, including notable companies like SiRuPu, DiAoWei, and YaChuang Electronics [2][3]. Group 2: Reasons for M&A Termination - The primary reason for the termination of several M&A deals is the inability of the parties involved to reach an agreement on the transaction's core terms, such as pricing and performance commitments [5][6] - SiRuPu cited that the conditions for implementing a major asset restructuring were not fully mature as a reason for its deal's termination [5] - The semiconductor industry has experienced a significant influx of capital over the past decade, leading to inflated valuations, which, combined with economic adjustments, has made M&A transactions more challenging [5][6]. Group 3: Industry Characteristics and Trends - The analog chip industry is characterized by a long product lifecycle, a wide variety of chip types, and a low individual chip value, making it difficult for single companies to cover all product categories through self-research [4][7] - Horizontal M&A is seen as a key growth strategy for analog chip companies, allowing them to quickly acquire core technologies, R&D teams, and customer resources, thereby shortening development cycles and reducing market risks [3][4]. - The global analog chip market is dominated by companies like Texas Instruments (TI) and Analog Devices (ADI), which have successfully built comprehensive product lines through strategic acquisitions [6][7]. Group 4: Future Outlook - Despite the recent terminations, external M&A is still viewed as a crucial growth path for analog chip companies, with firms like Xinxiangwei indicating a commitment to combining organic growth with external development strategies [5][6]. - The Chinese analog chip sector has over 400 design companies, but there is a notable absence of domestically competitive large firms capable of global competition [6][7].

Core Viewpoint - Mergers and acquisitions are key strategies for strengthening the analog chip industry [5] Company Overview - DiAo Microelectronics focuses on the research, design, and sales of high-performance analog chips [3][8] - Rongpai Semiconductor also specializes in high-performance, high-quality analog chip design, research, and sales [3][8] Recent Developments - On October 20, DiAo Microelectronics announced the acquisition of Rongpai Semiconductor to enhance its analog chip portfolio [6] - However, on December 6, DiAo Microelectronics announced the termination of the acquisition due to disagreements on key terms and pricing [6][8] Financial Performance - For the first three quarters of 2025, DiAo Microelectronics reported total revenue of 457 million yuan, a year-on-year increase of 11.41% [3][8] - The company recorded a net loss attributable to shareholders of 24.28 million yuan, compared to a profit of 18.33 million yuan in the same period last year [3][8] - The non-recurring net loss was 56.50 million yuan, compared to a loss of 22.50 million yuan in the previous year [3][8] Product and Technology - Rongpai Semiconductor's products include digital isolators, isolation interfaces, isolation drivers, isolation sampling, and optical MOS, applicable in various fields such as automotive electronics, industrial control, new energy, smart meters, and smart home appliances [3][8] - The company has achieved breakthroughs in domestic isolation chips through its proprietary capacitive intelligent voltage divider technology (iDivider technology) [3][8] Market Position - As of December 5, DiAo Microelectronics' stock price was 24.23 yuan per share, with a total market capitalization of 6 billion yuan [4][9]

Core Viewpoint - The company, DiAo Micro (688381.SH), announced the termination of its plan to issue shares and pay cash for asset acquisition and fundraising, specifically regarding the acquisition of 100% equity in Rongpai Semiconductor [1][2]. Group 1: Transaction Details - The company held a board meeting on December 5, 2025, where it approved the termination of the asset acquisition and fundraising plan [1]. - The original plan involved acquiring 100% of Rongpai Semiconductor's equity through a combination of share issuance and cash payment, which was not classified as a major asset restructuring or related party transaction [1][2]. - The control structure of the company remains unchanged, with Ju Jianhong and Zhou Jianhua as the actual controllers [2]. Group 2: Financial Performance - In 2024, the company reported a revenue of 526 million yuan, a year-on-year increase of 37.98%, but incurred a net loss attributable to shareholders of 47.07 million yuan, compared to a profit of 15.39 million yuan in the previous year [3]. - For the first three quarters of the current year, the company achieved a revenue of 457 million yuan, an 11.41% year-on-year increase, but reported a net loss of 24.28 million yuan, a decline of 232.46% compared to the same period last year [3]. - The company's cash flow from operating activities was negative, amounting to -76.16 million yuan in 2024, compared to -2.34 million yuan in the previous year [3].

Core Viewpoint - Diao Micro (688381) has announced the termination of its plan to acquire 100% equity of Rongpai Semiconductor (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1] Group 1: Transaction Details - The proposed transaction was not expected to constitute a major asset restructuring, related party transaction, or lead to a change in the actual controller of the company [1] - Diao Micro had engaged in multiple discussions and negotiations regarding the feasibility, core terms of the transaction, and pricing with the counterparties but ultimately could not reach an agreement on key terms such as the transaction plan, price, and performance commitments [1] Group 2: Company Operations - The company stated that its production and operational status remains normal, and the termination of this transaction will not have a significant adverse impact on its operational and financial conditions [1] - There are no concerns regarding the protection of the interests of the company and minority shareholders due to the termination of this transaction [1]

Group 1 - The China Securities Regulatory Commission (CSRC) plans to appropriately relax regulations for high-quality institutions, optimizing risk control indicators and opening up capital space and leverage limits to improve capital utilization efficiency [4] - The National Internet Information Office is soliciting public opinions on the draft of the "Network Data Security Risk Assessment Measures," which requires annual risk assessments for network data processing activities involving important data [4] Group 2 - The Chinese Ambassador to the U.S. highlighted two significant factors that provide new opportunities for the development of Sino-U.S. economic and trade relations, including frequent interactions between the two countries' leaders and China's 14th Five-Year Plan [5] - China successfully launched 14 low-orbit satellites for satellite internet, marking a significant achievement in its commercial space endeavors [6] Group 3 - Indigo Airlines in India has canceled thousands of flights over five days due to new government regulations affecting pilot scheduling, resulting in significant passenger delays [10] - The "Crazy Animal City 2" film has surpassed 2.8 billion yuan in box office revenue, making it one of the top two imported films in Chinese box office history [8] Group 4 - The chairman of Guotai Junan Securities, Zhu Jian, was elected as the president of the China Securities Association, which may promote industry norms and deepen capital market reforms [17] - The company DiAo Microelectronics announced the termination of its strategic acquisition of Rongpai Semiconductor, which may impact its future expansion speed and market sentiment [18] - The vice president of China People's Insurance Group, Yu Ze, is under investigation for serious violations of discipline and law, reflecting compliance risks in the insurance industry [19]