Purama Invests $144 Million to Acquire Controlling Stake in Memory Chip Company

Stock Code: 688766 | Stock Abbreviation: PuRen Co., Ltd. | Announcement No.: 2025-079

PuRen Semiconductor (Shanghai) Co., Ltd.

Announcement on the Acquisition of Equity in Zhuhai Nuoya Changtian Memory Technology Co., Ltd.

The Board of Directors and all Directors of the Company guarantee that the content of this announcement contains no false records, misleading statements, or material omissions, and assume individual and joint liability for the authenticity, accuracy, and completeness of its content in accordance with the law.

Important Content Highlights:

PuRen Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as the "Company" or "PuRen") disclosed the Announcement on Planning to Acquire a Controlling Stake in Zhuhai Nuoya Changtian Memory Technology Co., Ltd. (Announcement No.: 2025-066) on September 16, 2025. On November 17, 2025, the Company entered into a Share Transfer Agreement with three shareholders of Zhuhai Nuoya Changtian Memory Technology Co., Ltd. (hereinafter referred to as the "Target Company" or "Nuoya Changtian") to acquire a 31% equity stake in Nuoya Changtian (hereinafter referred to as the "Transaction") for a total consideration of RMB 143.6401 million. Upon completion of this Transaction, the Company's shareholding in the Target Company will reach 51%, achieving a controlling stake in the Target Company and thereby obtaining indirect control over SkyHigh Memory Limited (hereinafter referred to as the "Objective Company" or "SHM").

This Transaction does not constitute a connected transaction nor a major asset restructuring as defined by the Measures for the Administration of Major Asset Reorganizations of Listed Companies. According to relevant laws, regulations, and the provisions of the Company's Articles of Association, this Transaction falls within the decision-making authority of the Company's Board of Directors and does not require submission to the Company's Shareholders' General Meeting for deliberation.

This Transaction may involve risks such as the integration effects and synergies between the Company and the Objective Company failing to meet expectations, and fluctuations in industry operations. Investors are advised to pay attention to these risks.

                                                    Source: Eastmoney.com

                                      • What are the specifics of the acquisition?

                                      • What is Nuoya Changtian's business?

                                      • Why did Puran acquire it?

                                        This article will address all these questions.

01

What happened?

On September 16, 2025, Puran disclosed the "Announcement on Planning to Acquire a Controlling Stake in Zhuhai Nuoya Changtian Memory Technology Co., Ltd." By November 17, further transaction details, including the transaction price and the equity stake to be acquired, were revealed.

Puran intends to acquire a 31% equity stake in Nuoya Changtian for a total consideration of RMB 143.6401 million. Upon completion of the transaction, Puran's shareholding in Nuoya Changtian will reach 51%, achieving a controlling stake in the target company and thereby obtaining indirect control over SHM.

As of the date of the announcement, Puran directly holds a 20% equity interest in Nuoya Changtian. Additionally, Puran is a limited partner in Zhuhai Nuoyan Changtian Equity Investment Fund Partnership (Limited Partnership), an existing shareholder of Nuoya Changtian, and holds a 20% contribution share in the fund. Nuoya Changtian was established as a holding company specifically for the acquisition of SHM. As of the announcement date, Nuoya Changtian holds 100% of the equity in SHM.

                               Source: Announcement by Puran Semiconductor (Shanghai) Co., Ltd. on the Acquisition of Equity in Zhuhai Nuoya Changtian Memory Technology Co., Ltd.

Puran Semiconductor (Shanghai) Co., Ltd., founded in 2016 and headquartered in Shanghai Zhangjiang Hi-Tech Park, is a leading provider of non-volatile memory chips and microcontrollers. Its core products include NOR Flash, EEPROM, MCU chips, and analog solutions. These components are widely used across diverse sectors such as the Internet of Things (IoT), smartphones and peripherals, wearable devices, servers, optical modules, industrial controls, automotive electronics, and security systems. Puran serves a prestigious global clientele, including Samsung, OPPO, vivo, Xiaomi, Lenovo, HP, Amazon, Midea, and various domestic and international automotive customers.

SkyHigh Memory Limited (SHM) is a Hong Kong-registered semiconductor company originally established through a joint venture between Cypress Semiconductor and SK Hynix System IC. SHM specializes in developing high-performance 2D NAND and derivative memory solutions, including SLC NAND, eMMC, and MCP products. Its key competitive strengths lie in firmware algorithm development, memory chip testing solutions, integrated package design, and customized storage products. Renowned for their high performance and quality, SHM's products are extensively applied in industrial control, home appliance security, wearables, and smart terminal devices.

With engineering centers in South Korea and Japan, along with sales offices across Asia, Europe, and North America, SHM has built a mature global sales network. The company serves a solid and diverse customer base, comprising hundreds of active end clients, and possesses the complete business infrastructure and independent operational capabilities to deliver high-quality flash memory solutions directly to the market.

Upon completion of this transaction, Puran will obtain a controlling stake in Nuoya Changtian and indirect control over SHM. It is anticipated that the Company and SHM will achieve strong business synergies across multiple fronts.

This transaction does not constitute a connected transaction nor a major asset restructuring as defined by the "Measures for the Administration of Major Asset Reorganizations of Listed Companies." In accordance with relevant laws, regulations, and the provisions of the Company's Articles of Association, this transaction falls within the decision-making authority of the Company's Board of Directors and does not require submission to the Company's Shareholders' General Meeting for deliberation.

02

Why the acquisition?

In 2024, Puya Semiconductor achieved a total revenue of 1.804 billion yuan. Revenue from memory series chips (including NOR Flash and EEPROM) reached 1.417 billion yuan, accounting for 78.6% of the total; revenue from "Memory +" series chips (MCU + Analog) was 386 million yuan, representing 21.4% of the total. The business is mainly focused on the domestic market, with domestic sales and export sales accounting for 86.1% and 13.9% respectively; direct sales accounted for 38.9%, while distribution sales accounted for 61.1%.

                                                                              Puran's Financial Performance in Recent Years

                                                                              Data Source: Public Information, For Reference Only

Regarding the purpose of the acquisition, Puran stated in the announcement that it can be specifically reflected in three aspects:

Product Complementarity:

The company's main products include NOR Flash, EEPROM, MCU, etc., while the target company's core products comprise SLC NAND, eMMC, MCP, etc. Their product portfolios effectively complement each other, enabling the formation of a comprehensive non-volatile memory product layout.

Market Complementarity:

The company's primary business revenue mainly originates from the Chinese market, whereas the target company's core revenue is predominantly derived from overseas markets. Their sales channels effectively complement each other, facilitating the establishment of a global sales network.

Technical Complementarity:

As an IC design company, Puran possesses strong independent R&D and design capabilities for integrated circuit products. The target company has accumulated extensive product engineering and manufacturing engineering expertise in areas such as product performance optimization, establishment of core mass-production processes, and system optimization. Their design and engineering capabilities effectively complement each other.

From a performance perspective, Puran's cumulative revenue for the first three quarters of this year reached RMB 14.33 billion, marking a year-on-year increase of 4.89%. Breaking it down by quarter:

Q1 revenue was RMB 4.06 billion, up 0.34% year-on-year but down 7% quarter-on-quarter.

Q2 revenue reached RMB 5.00 billion, increasing 1.89% year-on-year and 23.16% quarter-on-quarter.

Q3 revenue amounted to RMB 5.27 billion, rising 11.94% year-on-year and 5.24% quarter-on-quarter.

The revenue growth in Q3 was primarily driven by increased shipments of both the company's memory chip products and its "Memory+" chip products (mostly MCUs and new products like Drivers) compared to the same period last year.

SHM, which is wholly-owned by Nuoya Changtian, is currently profitable. From January to August 2025, SHM reported revenue of RMB 687 million and a net profit of RMB 47.4934 million.

Previously, in its 2025 interim report, Puran also stated that the company's revenue mainly comes from two categories of non-volatile memory chips: NOR Flash and EEPROM, which operate in relatively small market segments.

In addition, these two markets have undergone decades of development. Established NOR Flash manufacturers such as Winbond, Macronix, and GigaDevice, as well as EEPROM manufacturers like STMicroelectronics, have gained certain first-mover advantages in terms of revenue scale, operating gross profit margin, and patented technologies. They also maintain a high level of R&D investment and a large number of R&D personnel. As a new entrant to the market, the company faces certain external competitive pressures, and its overall strength needs to be improved.

In summary, this acquisition essentially enables Puya Semiconductor to "address weaknesses, expand markets, and enhance capabilities." Puya originally focused on NOR Flash, EEPROM, and MCU, while SHM specializes in SLC NAND, eMMC, and MCP, resulting in low product overlap. After the acquisition, Puya's memory product line will be expanded. Meanwhile, Puya mainly sells in the domestic market, while SHM focuses on overseas markets, making their distribution channels highly complementary; Puya excels in chip design, and SHM is strong in product engineering and mass production, allowing the integration of their respective strengths.