In August 2025, Shanghai Bright Power Semiconductor Co.,Ltd. (688368.SH) sent shockwaves through the market with its 3.28 billion yuan acquisition of 100% equity in Sichuan Yichong Technology Co., Ltd. (hereinafter "Yichong Technology"). This transaction has drawn significant attention not only due to its extraordinary 260% premium rate but also because both parties involved are currently operating at losses. Whether Shanghai Bright Power Semiconductor can achieve a turnaround through this "David swallowing Goliath" acquisition has become a critical case study in the semiconductor industry's consolidation wave.
**Transaction Risks: Substantial Goodwill Impairment Exposure**
According to the announcement, Shanghai Bright Power Semiconductor completed the acquisition through a combination of share issuance and cash payment, with 2.033 billion yuan paid through directed share issuance and 1.249 billion yuan covered by accompanying fundraising. The transaction price corresponds to Yichong Technology's assessed value of 3.29 billion yuan, representing a 260.08% increase over its book net assets. Notably, Shanghai Bright Power Semiconductor had only 182 million yuan in book cash at the end of the first half of 2025, yet managed to complete this high-stakes gamble through a "share consideration plus fundraising" combination.
Following the completion of this transaction, Shanghai Bright Power Semiconductor's goodwill will surge dramatically to 1.997 billion yuan, accounting for 35.56% of total assets and 62.10% of net assets. The goodwill generated from this transaction will not be subject to amortization but must undergo annual impairment testing at each year-end. Should significant adverse changes occur in macroeconomic conditions, political environment, market conditions, industrial policies, or other force majeure external factors in the future, and if the target company fails to adapt to such changes, the listed company may face goodwill impairment risks, potentially creating negative impacts on operational performance.
**Yichong Technology: Loss Predicament Behind Technological Excellence**
As the acquisition target, Yichong Technology carries the prestigious title of being among the "global top three wireless charging chip companies." During 2023-2024, the company achieved impressive revenue growth rates of 45.02% and 47.04% respectively, successfully implementing domestic substitution in the automotive power management chip sector. However, financial data reveals the cost of this growth: cumulative losses exceeding 1 billion yuan over the past two years, with gross margins declining from 36.59% to 31.88% in 2024, and R&D expenses reaching 413 million yuan, representing over 40% of revenue and far exceeding industry averages.
Under the transaction scheme, performance commitment parties have pledged specific net profit targets for the charging chip segment, requiring achievements of 92 million yuan, 120 million yuan, and 160 million yuan for 2025-2027 respectively. For other power management chip segments, only revenue targets are committed, requiring operating revenues of no less than 190 million yuan, 230 million yuan, and 280 million yuan for 2025-2027. This hybrid model of "profit betting plus revenue floor" reflects the uncertainty surrounding the target company's profitability capabilities.
**Shanghai Bright Power Semiconductor: Breakout Anxiety Amid Consecutive Losses**
The acquiring party, Shanghai Bright Power Semiconductor, is equally trapped in a loss spiral. From 2022-2024, the company's net profit attributable to shareholders stood at -206 million yuan, -91 million yuan, and -33 million yuan respectively. Although it achieved a 15.76 million yuan profit in the first half of 2025, operating cash flow declined by 53.97% year-over-year. This acquisition is viewed as strategically crucial for building its "power management + signal chain" dual-platform strategy. Through integrating Yichong Technology's expertise in wireless charging and automotive electronics, Shanghai Bright Power Semiconductor hopes to propel its sales scale into the industry's top five.
**Risks and Opportunities Coexist**
This 3.28 billion yuan gamble essentially represents a microcosm of the semiconductor industry's transformation from "scattered innovation" to "ecosystem-based competition." Should Shanghai Bright Power Semiconductor successfully integrate Yichong Technology's technology and channels, it could potentially orchestrate a performance turnaround story following the acquisition of quality assets. However, if it becomes mired in goodwill impairment and cash flow crises, it might repeat the unfortunate outcomes that some companies have experienced after high-premium acquisitions.
As of September 2025, the transaction still awaits regulatory approval from the CSRC. In this corporate destiny-defining gamble, the multiple tests of technological barriers, capital patience, and market cycles await answers from both Shanghai Bright Power Semiconductor and Yichong Technology.
*Note: Market risks exist, and investment requires caution.*
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