A single deal led to a market value increase of 7 billion yuan.
Author: Liu Yanqiu
Source: China Venture Capital
On the evening of January 14th, THD Microelectronics Co., Ltd. disclosed a transaction plan: the company intends to acquire 100% equity of Renergy Semiconductor Co., Ltd. through a combination of issuing shares and paying cash. The 14 transaction counterparts include Nanchang Jianen, Beijing Guangmeng, Tianjin Ruixin, and CIC Huake, etc.
Among them, the top three shareholders are Nanchang Jianen, Beijing Guangmeng, and Tianjin Ruixin, all of which are backed by Jian Guang Asset Management, a large semiconductor investment institution described in the media as "comparable to the Big Fund". Its representative works include the restructuring of "NXP's Three Gems" and Tsinghua Unigroup.
In terms of the nature of the transaction, Li Bin, the former chairman of Renergy Semiconductor, is also the chairman of New Tsinghua Unigroup, the indirect controlling shareholder of THD Microelectronics, and indirectly holds equity in Renergy Semiconductor. He is also the largest investor in Jianping Technology, a shareholder of Jian Guang Asset Management. On the other hand, Chen Jie, a director of New Tsinghua Unigroup, also indirectly holds equity in Renergy Semiconductor. Therefore, this transaction does not belong to a major asset restructuring but constitutes a related - party transaction.
Ideally, this will also be a win - win opportunity. Founded in August 2015, Renergy Semiconductor is a scarce domestic power semiconductor enterprise with the integrated operation ability of chip design, wafer manufacturing, and packaging and testing. Its core products include thyristors, power diodes, silicon carbide devices, etc., which are widely used in popular fields such as consumer electronics, industrial manufacturing, new energy vehicles, and photovoltaic energy storage. For THD Microelectronics, this acquisition is an important step to make up for the short - board in power semiconductor manufacturing and improve the layout of the entire industrial chain. For Renergy Semiconductor, this seems to be a rational choice after multiple unsuccessful attempts to list on the A - share market.
Before the suspension of trading, the stock price of THD Microelectronics was 78.81 yuan per share, with a total market value of 66.96 billion yuan. After resuming trading on January 15th, THD Microelectronics had a daily limit, and its market value reached 73.65 billion yuan. The latest market value after the correction also reached 73.1 billion yuan. In half a month, the market value increased by nearly 7 billion yuan.
Renergy Semiconductor's Repeated Failures in Listing
Renergy Semiconductor is one of "NXP's Three Gems". In 2015, Jian Guang Asset Management bought back an entire power device production line of NXP with a history of more than 50 years and ranking first in the global thyristor market share, and jointly established Renergy Semiconductor.
Relying on its differentiated business layout, Renergy Semiconductor has always regarded listing on the A - share market as an important goal. However, from its first attempt to list on the Science and Technology Innovation Board in 2020 to the shelving of its listing plan on the Beijing Stock Exchange in 2024, all three listing attempts ended in failure. This is not only restricted by the inherent deficiencies in the company's own equity structure but also affected by multiple factors such as industry cycles and changes in the capital market environment.
In August 2020, Renergy Semiconductor made its first attempt to list on the A - share market, and its IPO application on the Science and Technology Innovation Board was accepted by the Shanghai Stock Exchange. At that time, the company planned to publicly issue no more than 30.1 million shares and raise 673 million yuan. Calculated based on the upper limit of the issuance, the pre - issuance valuation was 2.011 billion yuan, and the issuance price was about 22.35 yuan per share. However, during the review process, the Shanghai Stock Exchange's inquiries focused on core issues such as the absence of an actual controller, the replacement of suppliers, and trade revenue, which directly touched on the core requirements of the capital market for the company's standardization and profit stability. Eventually, Renergy Semiconductor voluntarily withdrew its IPO application documents.
After the failure of its first IPO, Renergy Semiconductor chose to list on the A - share market indirectly through a reorganization listing. In December 2021, Konggang Co., Ltd. announced that it planned to acquire the controlling or full equity of Renergy Semiconductor by issuing shares and at the same time planned to sell its assets and liabilities related to construction engineering and other businesses, which constituted a package of major asset restructuring and reorganization listing transactions. However, this seemingly feasible back - door listing transaction only lasted for one week, and Konggang Co., Ltd. announced the termination of the planned restructuring. The market speculated that the two parties failed to reach an agreement on core terms such as the transaction consideration and the pace of asset stripping.
The two failures in attempting to list on the A - share market did not dampen Renergy Semiconductor's willingness to list. In January 2023, Renergy Semiconductor was listed on the New Third Board and successfully entered the innovation layer. When listing on the New Third Board, Renergy Semiconductor said that it would submit an application to the Beijing Stock Exchange within 18 months. Just when the market thought that Renergy Semiconductor's listing path on the Beijing Stock Exchange was about to be smooth, the company suddenly adjusted its strategy, saying that it would optimize its issuance and listing plan in combination with its strategic planning. After the expiration of the completion letter for listing counseling and acceptance, Renergy Semiconductor missed the opportunity to list on the Beijing Stock Exchange.
The three failures in listing are not accidental. From the company's own financial data, the fluctuating performance is an important restrictive factor. The financial data shows that from 2022 to January - June 2025, Renergy Semiconductor's operating revenues were 1.001 billion yuan, 833 million yuan, 786 million yuan, and 441 million yuan respectively, showing a continuous downward trend; the attributable net profits were 116 million yuan, 101 million yuan, 20 million yuan, and 30 million yuan respectively, with a significant fluctuation in profitability.
The equity structure without an actual controller is another major obstacle to Renergy Semiconductor's listing path. As mentioned at the beginning, the top three shareholders of Renergy Semiconductor, Nanchang Jianen, Beijing Guangmeng, and Tianjin Ruixin, are all private funds, holding a total of 71.11% of the shares, and all pointing to Jian Guang Asset Management. According to the articles of association of Jian Guang Asset Management, no single shareholder has the sole decision - making power over its board of directors and daily operations, resulting in Renergy Semiconductor having no actual controller.
In the review logic of the A - share market, companies without an actual controller often face doubts in terms of decision - making efficiency and equity stability. In the process of exiting some projects, this is exactly the challenge faced by Jian Guang Asset Management, and the exit process of Ampleon from the NXP restructuring was also tortuous.
The Upsurge of Semiconductor Mergers and Acquisitions
After the introduction of the "Six Measures for Mergers and Acquisitions" in September last year, the wave of mergers and acquisitions and reorganizations among semiconductor companies has emerged. According to the data from CVSource of China Venture Capital, in 2025, the total amount of semiconductor mergers and acquisitions in China reached 279.665 billion yuan, with as many as 496 merger and acquisition cases. Although there were also 32 failed cases, both the number of cases and the amount reached record highs.
From the perspective of the industry background, as the core device for power conversion and circuit control, power semiconductors are the key support for the development of emerging industries such as new energy vehicles, photovoltaic energy storage, and industrial automation. The market demand is continuously strong, making it a popular track for semiconductor industry mergers and acquisitions.
Looking closely at this transaction, as a leading domestic comprehensive integrated circuit company, THD Microelectronics' main business focuses on special integrated circuits and intelligent security chips. Although it has certain technical reserves in the field of power semiconductors, it has not yet formed a large - scale layout. By acquiring Renergy Semiconductor, it can quickly make up for the short - board in the manufacturing link, integrate the power semiconductor product matrix, and improve the layout of the entire industrial chain from design to manufacturing and packaging and testing. At the same time, with the help of Renergy Semiconductor's global sales network and technical reserves, THD Microelectronics can also enter high - growth markets such as new energy vehicles.
Different from the previous cross - border acquisitions by non - semiconductor companies, in the semiconductor industry mergers and acquisitions in 2025, the number of cross - border acquisition activities decreased year - on - year. Asset integration and strategic cooperation became the main purposes, and there were more cases of industry leaders improving the industrial chain layout through vertical mergers and acquisitions.
The acquisition of Renergy Semiconductor by THD Microelectronics is a typical case of vertical integration. There is strong synergy between the two parties in customer resources, supply chain management, and technology R & D. If resource integration can be successfully achieved, it is expected to quickly increase the market penetration rate in the fields of industrial and automotive electronics. Of course, the power semiconductor industry is highly competitive, and both domestic and foreign companies are increasing their investment. If the trend of Renergy Semiconductor's fluctuating performance and declining gross profit margin cannot be improved through integration, this transaction may also fall short of expectations.
Behind this wave of mergers and acquisitions, the divergence in valuations between the primary and secondary markets is becoming the reason for some merger failures. Back in 2021, the semiconductor industry was in an upward cycle, and the enterprise valuations soared, with an average price - earnings ratio of up to 291 times. As the industry's prosperity declined, the average industry valuation dropped to 53 times in 2024. Considering the differences in investment costs in different industry cycles, buyers and sellers often have difficulty reaching an agreement on the transaction consideration. For example, in the acquisition case of Verisilicon Holdings Co., Ltd. and Point Semiconductor in December 2025, the valuation of the target was 950 million yuan, a significant discount compared with the post - investment valuation of 3.6 billion yuan when it planned to list in 2023.
The acquisition plan does not give specific data on Renergy Semiconductor's current value this time. However, considering the special relationship that it and THD Microelectronics are "insiders", completing the industrial closed - loop from fabless to IDM is the most important thing. However, it is worth noting that the acquisition plan also procedurally reminds that "there are still major uncertainties in this acquisition", and this is really not an empty statement. After all, many strategic mergers and acquisitions and even major asset restructurings last year have ended with a "termination sign".
This article is from the WeChat official account "China Venture Capital", author: Liu Yanqiu. It is published by 36Kr with authorization.