I'm LongbridgeAI, I can summarize articles.Star Market Daily, November 9 (Reporter Wang Chufan) Recently, 3PEAK (688536.SH) disclosed its acquisition plan. The company, through a subsidiary under the affiliated partnership Tongxin Jiayuan, will spend RMB 3.698 billion to acquire an 86.9792% equity stake in Ningbo Aura, corresponding to a total valuation of RMB 4.252 billion for the target. Compared to its pre-money valuation of RMB 10 billion before its 2021 IPO, the current pricing represents a 57.5% shrinkage.
Notably, this transaction deviates from the previous two restructuring plans by abandoning share issuance for the acquisition, opting instead for full payment via cash and bank merger loans. Meanwhile, the transaction will not be included in the listed company's consolidated financial statements in the short term. Only the employee stock ownership platform assumes a RMB 900 million performance commitment, with major shareholders not participating in the bet. As of the close of trading today (November 9), 3PEAK's total market capitalization stood at RMB 35.06 billion, with its stock price dipping slightly by 0.04%.
In response to the three major market focal points—valuation pricing, acquisition path, and betting arrangements—a reporter from Star Market Daily contacted the company's securities department today (November 9) as an investor and received their latest responses.
▍ Significant Valuation Discount: Differentiated Pricing by Business Segment; Conservative Measurement of IP Segment Lowers Consideration
The Star Market Daily reporter noted that the finalized total valuation of RMB 4.252 billion for this transaction represents a decrease of approximately 57.5% compared to Ningbo Aura's pre-money valuation of RMB 10 billion before its 2021 IPO. The valuation level is nearly halved and then further discounted by 20%. In terms of valuation multiples relative to earnings, the shrinkage is also significant: Based on Ningbo Aura's net profit of RMB 147 million in 2025, the transaction corresponds to a P/E ratio of approximately 29 times. In contrast, during the two equity transfers before the 2021 IPO, the corresponding P/E ratio was about 67 times, indicating a drop in valuation multiples of over 50%.
Ningbo Aura is primarily engaged in the R&D, design, and sales of analog chips and mixed-signal chips. Building on clock products, its product portfolio covers jitter attenuator clock chips, clock drivers, clock generators, programmable oscillators, RTCs, multi-phase power supply chips, RF amplifiers, etc. It also provides semiconductor technology licensing services externally, having signed long-term technology licensing agreements with SiTime, the leader in MEMS oscillators, and ON Semiconductor, the leader in power chips.
It is important to note that the core reason for the significant shrinkage in valuation lies in the adoption of a prudent, split-business pricing logic for this transaction. The two major business segments use completely independent valuation methodologies: The chip R&D and sales business, which possesses a complete R&D, sales, and supply chain system, has its valuation determined based on discounted cash flow from future operating predictions assuming going concern, and verified against comparable company valuations, corresponding to a certain P/S valuation. For the IP licensing business, out of prudence, only the future revenues from signed agreements are discounted. Potential licensing revenues still under negotiation are not included in the valuation and are not estimated.
A representative from 3PEAK's securities department further explained the pricing details: "The overall pricing is based on revenue structure. The IP licensing business is priced directly based on current cash flows without any valuation premium; the remaining chip sales revenue portion is given a certain P/S valuation." Financial data shows that Ningbo Aura achieved revenues of RMB 605 million in 2025, of which IP licensing revenue reached RMB 403 million, accounting for over 66% of total revenue, making it the company's largest source of income. Applying a conservative cash-discounted valuation to the IP business, which has the highest proportion, directly lowered the overall valuation level.
▍ Indirect Acquisition Implemented: Partnership Fund Takes Cash Control, Bypassing Share Issuance and Short-Term Consolidation
This transaction completely breaks away from the framework of the previous two major asset restructurings. 3PEAK planned an indirect path of "initial minority investment + partnership fund control + pure cash payment," bypassing the restructuring review for share issuance acquisitions while achieving the non-consolidation of the target into the listed company's financial statements in the short term.
The company had already directly acquired a 4.7452% equity stake in Ningbo Aura through share transfer in March 2026. This time, the affiliated partnership fund secured the core controlling stake. According to the announcement, the acquisition entity, Tongxin Jiayuan, was jointly established by 3PEAK and several other institutions such as Suzhou Hongrong and Yuanhe Puhua. As a limited partner, 3PEAK subscribed for a capital contribution of RMB 500 million, accounting for 38.5802% of the partnership shares; the company and two related parties collectively hold a 65.5864% contribution ratio in Tongxin Jiayuan. In August 2026, Tongxin Jiayuan established a wholly-owned subsidiary, Tonghe Wanying, as the executing entity for this share transfer. Since the listed company is merely a limited partner and does not dominate the operational decisions of the partnership, it does not meet the control conditions under accounting standards. The partnership's external investments are recorded as long-term equity investments and are temporarily excluded from the scope of the listed company's consolidated financial statements, with investment income accounted for using the equity method.
Regarding the source of funds, the entire transaction consideration of RMB 3.698 billion comes from the partnership's own funds and bank merger loans, involving no issuance of listed company shares throughout the process, thereby avoiding the issues of private placement review and equity dilution. The payment arrangement is divided into two phases: Within 15 working days after the agreement becomes effective and prerequisite conditions such as the release of equity freezes on the target's actual controller are met, 20% of the initial payment will be made; within 15 working days after completing procedures such as changes in directors, supervisors, and senior management of the target and its subsidiaries, and changes in the register of shareholders, 80% of the second-phase payment will be made. Currently, the relevant share delivery work is underway.
Regarding the reason for abandoning the share issuance acquisition method, a representative from 3PEAK's securities department responded: "At this stage, the company has no plan to initiate the issuance of shares to purchase assets. After comprehensive consideration of multiple factors such as equity dilution, the restructuring review cycle, and performance fluctuations after consolidation, the 'cash + merger loan' fund acquisition scheme was finally selected." The representative also stated that the listed company is currently focusing more on business synergy, jointly promoting development with the target in areas such as R&D, market expansion, and customer resources, with "some progress of a cooperative nature in products."
Notably, this is Ningbo Aura's fourth attempt at capitalization, with the previous three ending in failure: It applied for a STAR Market IPO in November 2022, but voluntarily withdrew its application in May 2024 after one round of inquiries; subsequently, it planned a share issuance and cash acquisition with Shuangcheng Pharmaceutical, which was terminated in March 2025 due to disagreements over transaction consideration; in November of the same year, 3PEAK initially planned a share issuance and/or cash acquisition, which was terminated in less than two weeks because "restructuring conditions were not yet mature." After three failed attempts at capitalization, the target ultimately gave up on an independent IPO and share-swap restructuring, accepting a significant discount and being indirectly acquired by 3PEAK in cash.
▍ Special Betting Arrangement: Only Employee Stock Ownership Platform Provides Backstop; No Clear Timetable for Consolidation
Another core arrangement of this transaction is that Ningbo Aura's incumbent employee stock ownership platform makes performance commitments for the two major businesses respectively with an after-tax consideration of RMB 900 million, and assumes corresponding compensation obligations. Compensation is based on the unfulfilled proportion, with a cap not exceeding RMB 900 million. The consideration related to performance commitments will be unlocked in stages based on annual performance assessments.
The specific performance commitments are divided into two parts: During the performance commitment period from 2026 to 2030 for the IP licensing business, the cumulative total revenue shall be no less than USD 298 million; for the chip sales business, the pre-tax net profits realized from 2027 to 2029 shall be no less than RMB 52 million, RMB 130 million, and RMB 200 million, respectively. According to the arrangement, within 12 months after the full payment of the share transfer price, the holding platform shall increase its holdings in 3PEAK stocks through legal means using all consideration related to performance commitments. Before the unlocking conditions are met, the purchased stocks shall not be disposed of, pledged, transferred, or otherwise disposed of in disguised forms. The transaction also establishes a co-managed account, where cash and/or stocks related to performance commitments are co-managed assets and cannot be disposed of without the written unanimous consent of representatives from both parties.
The most special arrangement in this transaction is that the performance commitment obligation is borne solely by the employee stock ownership platform. Ningbo Aura's original major shareholders did not sign any betting agreements and do not bear responsibility for performance compensation, which forms a clear difference from the conventional model of "actual controller backstop" in A-share M&A.
In response, a representative from 3PEAK's securities department explained: "The holding platform must first complete the performance bet, and only then will its corresponding shares be merged into the total holdings of the fund platform. Therefore, there are no major shareholder shares in the betting arrangement."
Regarding whether the listed company will consolidate Ningbo Aura into its financial statements after the performance bet is completed, the representative responded that, according to the announcement arrangement, the fund platform will include the corresponding shares of the holding platform after the bet ends. "However, there is no clear timetable for when the listed company will consolidate Ningbo Aura into its financial statements, and asset injection will not be initiated in the short term."
M&A professionals in the industry analyzed to the Star Market Daily reporter that controlling via a partnership enterprise and deferring consolidation can, on one hand, isolate the impact of the target's short-term performance fluctuations on the listed company's financial reports; on the other hand, after the employee bet is fulfilled and operational stability is verified, the company can choose an opportune time to initiate share acquisition and complete consolidation, making the overall transaction rhythm more flexible.
3PEAK's main business is signal chain analog chips, with relatively weak layouts in clock and power products. Ningbo Aura's clock chips and overseas IP licensing business can precisely fill the gaps in the listed company's product line. At the same time, leveraging 3PEAK's downstream customer channels, it can further open up industrial and communication markets, forming product complementarity.
It should be noted that in terms of risk, since this bet only constrains the employee team and major shareholders have no backstop obligation, there is uncertainty regarding the strength of performance compensation if the overseas IP licensing business underperforms expectations. Furthermore, the RMB 3.698 billion acquisition combined with merger loans will increase the partnership's financial expenses, and if the target's profitability fails to meet commitments, there will be downward pressure on investment returns.