The once 10-billion-yuan chip "unicorn" has once again sent out transaction signals.
On the evening of November 6, Silead Microelectronics Technology (Suzhou) Co., Ltd. (hereinafter referred to as "Silead", 688536.SH) issued an announcement stating that Suzhou Tongxin Jiayuan Investment Partnership (Limited Partnership), in which the company holds a 38.5802% stake, and its wholly-owned subsidiary Suzhou Tonghe Wanying Investment Co., Ltd., have signed a share transfer agreement with the major shareholders of Ningbo Aura Semiconductor Co., Ltd. (hereinafter referred to as "Ningbo Aura"), planning to acquire 86.9792% of the shares for 3.698 billion yuan.
This is not the first time Silead has wanted to buy Ningbo Aura. On November 25, 2025, the two parties signed an "Equity Acquisition Letter of Intent," with the plan at that time being to acquire control through issuing shares and paying cash. But just twelve days later, the transaction came to an abrupt halt.
Within a year, the same target, with a different fund buyer, but still the same listed company behind it. From "direct purchase by issuing shares" to "purchase through a participating fund," what exactly is Ningbo Aura's charm that makes Silead so infatuated?
01 A Domestic Niche Leader That Broke the Monopoly
Ningbo Aura was established in May 2018. The company mainly makes analog and mixed-signal chips, with clock products at its core, expanding outward into power management and RF products, among which the most significant is the jitter-attenuating clock chip.
In high-speed signal transmission, there is a fundamental problem: when signals travel through circuit boards and cables, the edges are not always perfectly aligned and will jitter back and forth (known in industry jargon as "jitter"). The higher the transmission rate, the greater the risk of bit errors caused by jitter. Therefore, scenarios involving high-speed interfaces, such as optical modules, switches, routers, and data center interconnects, all require a chip to "clean" the clock signal and realign it. That is the jitter-attenuating clock chip.
Like many top technologies in the industry, the jitter-attenuating clock chip market has long been monopolized by foreign companies: Skyworks, Texas Instruments, Renesas Electronics (whose timing business has now been acquired by SiTime), and Microchip Technology. The domestic localization rate is extremely low, and only a handful of domestic companies can produce them.
Ningbo Aura is one of the first companies in China to break the monopoly. In 2017, the company began recruiting R&D personnel globally and eventually brought in a team from India that had worked on three billion RF chips. In September 2018, its first jitter-attenuating clock chip was successfully taped out. In March 2019, the product began mass shipments and entered the supply chains of top domestic base station and communications equipment manufacturers. According to the company's prospectus, based on 2021 sales, its share of China's jitter-attenuating clock chip market was 61.27%, and its global share was 10.19%, making it the domestic niche champion in jitter-attenuating clock chips.
This was actually also thanks to the U.S. Department of Commerce's sanctions against China at the time, which forced domestic manufacturers to seek domestic alternatives.
Moreover, Ningbo Aura's true significance does not lie here.
In December 2023, SiTime signed a clock chip IP licensing agreement with Aura worth up to $270 million. Aura would provide technical support within five years, and SiTime obtained exclusive, perpetual, and irrevocable rights. In September 2025, onsemi spent another $144 million to buy its multiphase power technology. These two licensing deals later became the company's main sources of revenue.
For decades, the path of domestic high-end analog chips was to obtain licenses from the West. Now it is others' turn to obtain them from China. Ningbo Aura's quality is self-evident. Therefore, it is not a company that must rely on being acquired to survive.
According to Ningbo Aura's annual report, the company's 2025 revenue was 605 million yuan and net profit was 147 million yuan; for the first three quarters of 2026, revenue was 441 million yuan and net profit was 66.1972 million yuan. As of the end of September 2026, total assets were 1.081 billion yuan, liabilities were only 149 million yuan, net assets were 932 million yuan, and the debt-to-asset ratio was 13.8%.
It should be noted that fixed-consideration revenue from the IP licensing business is usually concentrated in the fourth quarter, so the lower revenue figure for the first three quarters is a normal business rhythm, and full-year 2026 performance is likely not to be bad either.
A chip company with 600 million yuan in revenue, 150 million yuan in net profit, and almost no debt on its books is absolutely a high-quality asset. Its problem has never been the business itself, but that it has never been able to go public.
02 A Bumpy Road to Securitization
After its business stabilized, Ningbo Aura began seeking "securitization" in 2021. The first thing to do was naturally a direct listing, but unexpectedly, this road took five years.
First attempt (2022): Independent listing on the STAR Market
In May and June 2021, the company completed its third and fourth equity transfers consecutively, corresponding to an overall valuation of 10 billion yuan, which, based on that year's net profit, was a price-to-earnings ratio of about 67 times. The institutions that entered in this round included Ningbo Shangchuang (under the Ningbo State-owned Assets Supervision and Administration Commission), Gongqingcheng Hangda (under AVIC), and JadeElephant (controlled by Wang Yusuo, China's gas king). Each of them had clear exit demands and assessment cycles behind them.
When this money came in, what was signed was a valuation adjustment mechanism agreement. And the core clause was only one: when to go public. If it could not, it would have to be repurchased.
So on November 28, 2022, the company officially filed for an IPO on the STAR Market, planning to raise 3 billion yuan, sprinting to become the "first clock chip stock."
A month later, the exchange issued its first round of inquiries: Is the core technology controlled by the Indian team? How is technological advancement verified? Is the proportion of a single customer too high? The three questions pointed directly at the company's weak points.
In the end, Aura failed to provide answers that satisfied the regulators. After a long silence, the company withdrew its IPO application on May 27, 2024, and the Shanghai Stock Exchange terminated the review.
Second attempt (2024): Indirect listing through share swap with Shuangcheng Pharmaceutical
After the first failure, under pressure from external shareholders, Ningbo Aura's actual controller Wang Chengdong took Aura down another path, adopting an indirect listing method and exchanging its shares for shares of an already-listed company.
In fact, Wang Chengdong and his son also controlled an A-share listed pharmaceutical company, Shuangcheng Pharmaceutical (002693.SZ), whose market value at the time was 2.6 billion yuan.
The Wang father and son together held 49.01% of Shuangcheng Pharmaceutical and 57.51% of Ningbo Aura. From the regulatory perspective, this did not constitute a "restructuring listing," but merely asset integration under the same control. And the method was also simple: just inject Aura's assets into the listed company, and then have Aura's shareholders exchange their equity for shares of the listed company.
In August 2024, Shuangcheng Pharmaceutical announced the acquisition of 100% of Aura's shares, corresponding to a valuation of 10 billion yuan. Buying 10 billion yuan in assets with a market value of 2.6 billion yuan was a standard "snake swallowing an elephant." Moreover, at the time the market generally believed this deal was a done deal. Shuangcheng Pharmaceutical's stock price rose more than sixfold from the announcement to the end of the year, with market value once exceeding 15 billion yuan.
However, an unexpected turn appeared again, and this time the obstacle was somewhere else. On March 11, 2025, Shuangcheng Pharmaceutical announced termination, with the reason being "the time and cost for each counterparty to obtain equity in the target company differ greatly, and the parties to the transaction have different expectations for this transaction."
In other words, the problem was that Aura's shareholders themselves could not reach an agreement. Sitting at the same table were people whose costs differed by dozens of times, and those with higher costs always felt uncomfortable.
Third attempt (2025): Indirect listing through acquisition by Silead
After the second failure, Aura's road to securitization still could not stop. Since its own people could not do it, then let a peer acquire it. So Wang Chengdong took Aura to a different buyer.
Silead is a STAR Market-listed company whose main business is analog chips, directly complementary to Aura in signal chains and power management. On November 25, 2025, the two parties signed an "Equity Acquisition Letter of Intent," agreeing to acquire 86.12% of the shares held collectively by Aura's nine major shareholders through issuing shares and paying cash, while also raising supporting funds.
This was still an "indirect listing." The old shareholders would either receive Silead shares, which could circulate and be sold, or receive cash and exit directly.
However, the initial transaction between Silead and Ningbo Aura was quickly abandoned. On December 9, 2025, only fourteen days after signing, with no price negotiated and no preliminary plan issued, Silead announced the termination of the transaction, with the reason being merely a light sentence: "conditions are not yet fully mature."
This result may not be surprising. A share-issuance acquisition in the A-share market is a major asset restructuring. Silead would have to go through the board of directors, shareholders' meeting, exchange review, and CSRC registration, and every step could get stuck. Moreover, issuing shares meant Aura would be consolidated into Silead's financial statements, and a large amount of goodwill would come with it. Once performance fell short of expectations, it would be a one-time profit impact.
What is more troublesome is that the exchange review would certainly not avoid one question: Is the valuation of this transaction reasonable?
Independent listing, acquisition by a related listed company, and acquisition by a non-related listed company—Ningbo Aura's three attempts in the securities market have brought three experiences of failure.
But for Wang Chengdong and Aura, the road to securitization must be taken, especially since the company already faces internal and external troubles.
Since April 10, 2026, the Haikou Intermediate People's Court of Hainan Province has issued a property preservation ruling, freezing Wang Chengdong's equity in two of Ningbo Aura's shareholding platforms. Combined with the previous valuation adjustment mechanism agreements and three failed listing attempts, one explanation is that investors could not wait for the repurchase funds and applied for seizure first, holding the initiative in their hands.
Therefore, Wang Chengdong must give up Aura; if he does not act soon, it will be stuck in his hands.
03 Why Sirui Pu Insists on Buying
Back to the buyer, Sirui Pu. Why, after the failed share-based acquisition in 2025, does Sirui Pu still want to obtain Ningbo Aura?
In the first three quarters of 2026, Sirui Pu's revenue was 2.692 billion yuan, up 75.87% year on year; net profit attributable to shareholders was 610 million yuan, up 384.33% year on year; net profit after deducting non-recurring gains and losses was 555 million yuan, up 568.89% year on year; and the comprehensive gross margin was 50.34%. Placed in the 2026 semiconductor industry, this report card is quite impressive.
But extending the time horizon into the past reveals another picture. From 2022 to 2024, Sirui Pu's revenue was 1.783 billion yuan, 1.094 billion yuan, and 1.220 billion yuan, respectively, and net profit attributable to shareholders was 267 million yuan, -34.7131 million yuan, and -197 million yuan, respectively. It lost money in two of the three years. The outbreak in 2026 relied on the recovery in demand from automotive electronics and communications, plus the release of the effects of expense control in the previous two years. But analog chips are a highly cyclical industry, and no one can give a definite answer as to how long this round of prosperity can last.
For a company with a market value of nearly 35 billion yuan, relying solely on existing product lines to support this valuation is not enough. The market wants to see a new growth curve, and the company itself also needs a new story.
1. Industry rules determine that analog chip companies must grow through M&A.
The growth paths of analog chips and digital chips are completely different. Digital chips rely on process miniaturization; a new generation of process can bring a dual leap in performance and cost, so R&D investment is concentrated on a few nodes. Analog chips have no such path; their competitiveness comes from the number of categories—the more models, the broader the customer scenarios they can cover, the higher the customer switching cost, and the stronger the ability to resist cycles.
International giants all have more than ten thousand models, with Texas Instruments and ADI each selling tens of thousands of products. Domestic analog chip leaders, however, usually have only a few thousand.
It usually takes two to three years for an analog chip to go from definition to mass production, and another one to two years to complete verification and then enter customers. At this speed, rolling out dozens of models a year would take decades to catch up to ten thousand models. Therefore, almost all large companies in the analog chip industry grew by buying.
2. Product complementarity fills exactly the gap it lacks most.
Looking closely at Sirui Pu's product and technology lines, the company is strong in signal chains and power management, and weak in clocks. Clocks happen to be the natural neighbor of signal chains. As Sirui Pu works on signal chains, it must move upward at a certain point to determine the upper limit of signal quality; otherwise, in high-speed scenarios it will only be a "supporting role."
Ningbo Aura's jitter-attenuating clocks precisely fill this gap. With it, Sirui Pu's signal chain extends from "processing signals" to "providing a time base," and only then does the product matrix form a closed loop.
Multiphase power supplies are another line. The power supply for CPUs and GPUs in AI servers requires multiphase parallel connection, fast dynamic response, and high efficiency. Ningbo Aura is one of the few companies in China that mass-produces and ships multiphase power supply chips. Sirui Pu itself has laser bias chips and optical power conditioning chips, mainly targeting the optical module direction. Combined, the two can assemble a set of analog solutions covering AI servers from power supply to optical interconnection.
Therefore, for Sirui Pu, acquiring Ningbo Aura in a reasonable way is worthwhile, and then it depends on how the plan is actually designed.
04 This Time a Fund Takes the Lead
Not long after the first direct acquisition attempt failed, Sirui Pu began designing a new plan.
In March 2026, Sirui Pu first directly acquired 4.7452% of Aura's shares. The amount was not large, but it established the relationship first. On June 26, the company's board of directors passed a resolution to contribute 500 million yuan to participate in the establishment of Suzhou Tongxin Jiayuan Investment Partnership, with Sirui Pu accounting for 38.5802% of the fund's total subscribed capital. The fund's GP is Hongrong Juchuan, and the remaining LPs include Yuanhe Pu Hua, Yida Xinjing, Zhongxin Suzhou, Suzhou Industrial Park Phase II, Suzhou Chantou Zhisheng, Suzhou Chantou Zhixing, Xinju Licheng, and other Sirui Pu related parties, local state-owned capital, and industrial capital. According to the company's disclosed announcement, Yida Xinjing and Yuanhe Pu Hua constitute related parties of the company, and the three together control approximately 65.59% of the voting rights.
On November 6, Tonghe Wanying, a subsidiary under the fund, signed an agreement with Aura's major shareholders to acquire 86.9792% of the shares for 3.698 billion yuan. The transaction funds came from the partnership's own funds and acquisition loans applied for from banks.
This structure works because the transaction design completely bypasses the M&A rules of the secondary market and temporarily keeps the transaction at the fund level, which means this transaction does not require exchange review, is not within Sirui Pu's consolidated financial statements, does not constitute a major asset restructuring, and does not require a shareholders' meeting.
Such a design has many benefits for the listed company. It not only bypasses review but also indirectly locks in equity in Ningbo Aura with high certainty; at the same time, it does not require consolidation, isolating the risk brought by potential goodwill of 3.3 billion yuan; and it uses a 500 million yuan subscribed capital contribution to bear limited liability, with a clear upper limit on losses.
The most ingenious part of this transaction design is the performance bet and reverse shareholding requirement.
Ningbo Aura's employee shareholding platform for current employees uses 900 million yuan after tax as the relevant consideration for the performance commitment, promising that the cumulative total revenue of the IP licensing business from 2026 to 2030 will be no less than US$298 million; the pre-tax net profit of the chip sales business in 2027, 2028, and 2029 will be no less than 52 million yuan, 130 million yuan, and 200 million yuan, respectively, totaling 382 million yuan over the three years; if not achieved, the compensation cap is 900 million yuan. At the same time, within 12 months after all share transfer payments are completed, the shareholding platform must use the entire 900 million yuan to buy Sirui Pu shares through lawful means, managed by a joint-control account, and may not dispose of, pledge, or transfer them before the unlocking conditions are met. Based on Sirui Pu's market value of 35.1 billion yuan, 900 million yuan is approximately 2.6%.
In this way, the cash the company team originally intended to take away becomes shares in Sirui Pu. The team changes from "selling the company to cash out" to "sharing the risk with Sirui Pu's stock price," significantly increasing motivation.
At the same time, Sirui Pu also faces some pressure in locking in Ningbo Aura through the fund structure.
On the one hand, in the short term this transaction can hardly enhance performance. The announcement's exact wording is that it is "expected not to have a material impact on the company's current operating performance." Because it does not involve consolidation, calculating profit merely through investment income can hardly add much to Sirui Pu's scale.
On the other hand, even though the listed company has substantial influence over Ningbo Aura, it is ultimately not control. If it later wants to bring it into the listed company, it will still constitute a major asset restructuring and still have to go through the review meeting.
For Ningbo Aura's external shareholders, the company's valuation has fallen from 10 billion yuan at the time of its earliest independent listing to 4.252 billion yuan now, shrinking by more than half, which is truly painful. But they can at least take comfort in the fact that in the end they can still exit.
05 Epilogue
Five years ago, capital forced Aura to move forward; five years later, Aura ended its path to securitization through M&A.
But the story is not over yet. With Sirui Pu taking a stake, the leader in this niche track may achieve new breakthroughs. Whether the listed company will next consider taking it in is not written in the announcement, but it is worth looking forward to.
This article comes from the WeChat public account "Morning Whistle M&A" (ID: MW-Group), author: Chen Mo
