Last night, VeriSilicon Microelectronics (Shanghai) Co., Ltd. issued an announcement regarding the termination of the issuance of shares and cash payment for asset acquisition and the raising of supporting funds.
The announcement stated that VeriSilicon Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as "the Company" or "this Company") recently received a notification from the management of Nuclei Technology (Shanghai) Co., Ltd. (hereinafter referred to as "the Target Company" or "Nuclei Technology") and the counterparty regarding the termination of the issuance of shares and payment of cash to acquire 97.0070% equity of Nuclei Technology and the raising of supporting funds (hereinafter referred to as "this Transaction"). On December 11, 2025, the Company held its seventh meeting of the third board of directors, which reviewed and approved the "Proposal on Terminating the Company's Issuance of Shares and Payment of Cash to Acquire Assets and Raise Supporting Funds". After full and prudent research, the Company agreed to terminate this Transaction and authorized the Chairman of the Board and his further authorized persons to handle all matters related to the termination of this Transaction.
In explaining the reasons for the termination of the transaction, VeriSilicon stated that since planning the major asset restructuring, the company has strictly adhered to relevant laws and regulations, actively and steadily advancing and essentially completing all aspects of the restructuring, including auditing and valuation. During the process, the core demands and key issues raised by the target company's management and the counterparty deviated from the market environment, policy requirements, and the interests of the company and all shareholders. Recently, the company received notification from the target company's management and the counterparty regarding the termination of the transaction. To effectively safeguard the interests of the company and all shareholders, after thorough and prudent research, the company agreed to terminate the major asset restructuring transaction.
Regarding the impact of this termination, VeriSilicon pointed out that the termination of the major asset restructuring will not adversely affect the company's normal business operations and production activities, nor will it harm the interests of the company and all shareholders, especially minority shareholders. In the future, the company will continue to strengthen its presence in the RISC-V field; as a shareholder of Chipone Technology, the company will maintain and deepen its cooperative relationship with it; at the same time, the company will continue to expand its cooperation with multiple RISC-V IP core suppliers, actively promoting the rapid development of the RISC-V ecosystem in China.
As the initiating unit of the Shanghai Open Processor Industry Innovation Center and the first chairman unit of the China RISC-V Industry Alliance (CRVIC), the company takes promoting the development of the RISC-V ecosystem as its starting point and adheres to the concept of "building an open RISC-V hardware platform and creating an open-source RISC-V software ecosystem." It has been actively involved in the RISC-V industry for over seven years. The Dishui Lake China RISC-V Industry Forum, co-hosted by the China RISC-V Industry Alliance and the company, has been successfully held four times. Each forum has seen the release of more than ten new domestically produced RISC-V chips from various RISC-V IP core suppliers and different local companies, with a total of more than 40 chips promoted to date.
Previously: VeriSilicon acquired Chipone
On the evening of September 11, VeriSilicon Holdings Co., Ltd., a leading AI ASIC developer, disclosed an acquisition plan stating that it intends to acquire 97.0070% of the equity of Nuclei Technology Co., Ltd. from 31 counterparties, including Nuclei Technology Co., Ltd., Hu Zhenbo, and Nuclei Technology Co., Ltd., through a combination of share issuance and cash payment, and will also raise supporting funds. As of the date of signing the plan, the audit and valuation work related to this transaction has not yet been completed, and the estimated value and proposed pricing of the target assets have not yet been determined. VeriSilicon Holdings Co., Ltd. directly holds 2.9930% of the equity of Nuclei Technology Co., Ltd. After the completion of this transaction, Nuclei Technology Co., Ltd. will become a wholly-owned subsidiary of VeriSilicon Holdings Co., Ltd. The company's stock will resume trading on September 12.
The share issuance price for this acquisition by VeriSilicon Holdings Co., Ltd. is RMB 106.66 per share, which is 81.11% of the average stock price of the company in the 20 trading days prior to the pricing benchmark date and 69.71% of the closing price on the day before the trading halt. The proposed issuance price in this asset acquisition plan is significantly higher than the company's A-share private placement price of RMB 72.68 per share in June of this year, and slightly higher than the transfer price of RMB 105.21 per share in the August inquiry-based transfer, reflecting the participants' recognition of VeriSilicon's long-term value.
The funds raised in this offering are intended to be used to pay the cash consideration for this transaction, intermediary fees, transaction taxes, and to supplement the working capital of the listed company and the target company.
The announcement shows that Nuclei Technology's main business is providing semiconductor IP design, licensing, and related services required for integrated circuit products, focusing on the R&D and sales of RISC-V IP and corresponding platform solutions.
According to the disclosure, Nuclei Technology was founded in 2018 and currently has 111 employees, of which 75.68% are R&D personnel. It has developed more than 70 IP products, including more than 20 RISC-V IPs. Nuclei Technology has licensed to more than 300 customers worldwide, and its related chips have been shipped in hundreds of millions of units, making it one of the largest RISC-V IP suppliers in China in terms of customer scale. The company's products are widely used in AI, automotive electronics, industrial control, 5G communications, IoT, cybersecurity, storage, and MCUs.
In July 2023, Nuclei Technology became the world's first RISC-V IP company to pass ISO 26262 ASIL-D level automotive functional safety certification. In 2024, its RISC-V IP business revenue ranked among the top in China's RISC-V IP companies.
Financial data shows that Nuclei Technology's RISC-V IP licensing services have a high gross profit margin, exceeding 90%. Excluding the impact of share-based payments, Nuclei Technology is close to achieving break-even.
About VeriSilicon Holdings Co., Ltd.
Publicly available information shows that VeriSilicon Holdings Co., Ltd. is a company that provides customers with platform-based, comprehensive, and one-stop chip customization services and semiconductor IP licensing services based on its proprietary semiconductor IP. The company went public in 2020 and is hailed as "China's first semiconductor IP stock." With its business gaining wider attention and deeper recognition in the industry, it is now considered a leading AI ASIC company.
Taking the promotion of the RISC-V ecosystem as its starting point, VeriSilicon Holdings Co., Ltd. has been involved in the RISC-V industry for over seven years. In July 2018, the Shanghai Municipal Commission of Economy and Information Technology released the first domestic support policy related to RISC-V. In September 2018, with the support of the Shanghai Municipal Commission of Economy and Information Technology and the recommendation of the Shanghai Integrated Circuit Industry Association, VeriSilicon Holdings Co., Ltd., as the first chairman unit, spearheaded the establishment of the China RISC-V Industry Alliance (CRVIC). Nuclei Technology was among the first batch of companies to join the alliance.
In September 2024, VeriSilicon Holdings Co., Ltd., together with Nuclei Technology and DAMO Academy (Shanghai), jointly launched the Shanghai Open Processor Industry Innovation Center, a non-profit organization. The center focuses on promoting processor technology, particularly the research, development, ecosystem building, and industrial applications based on open instruction set architectures (such as RISC-V). From July 16th to 19th, 2025, VeriSilicon Holdings Co., Ltd. assisted the Shanghai Open Processor Industry Innovation Center in hosting the 5th "RISC-V China Summit" in Shanghai, including one main forum, nine vertical industry sub-forums, five workshops, 11 concurrent events, and a 4,500-square-meter future technology exhibition area, bringing together hundreds of companies, research institutions, and open-source technology communities from 17 countries.
Currently, VeriSilicon Holdings Co., Ltd. has partnered with several leading RISC-V companies in the industry. As of the end of June 2025, the company's semiconductor IP has been adopted by more than 10 chips from major RISC-V chip suppliers, and it has provided one-stop chip customization services for 23 RISC-V chips from 20 customers. These projects are gradually entering mass production.
Meanwhile, VeriSilicon has also launched several chip design platforms based on the RISC-V core, including those for data center video transcoding, wearable health monitoring, IoT wireless communication, and smart sensor SoCs with hardware security support, as well as hardware development boards based on the RISC-V core. These solutions are gradually being adopted by customers, effectively promoting the industrialization of RISC-V technology.
"VeriSilicon already possesses a rich reserve of processor IPs for heterogeneous computing. This transaction will supplement the company with high-quality CPU IPs with high-speed development prospects and broad application space, thereby building a full-stack heterogeneous computing IP platform, further enhancing the company's competitiveness, deepening cooperation with existing customers, increasing customer stickiness, and expanding business development space," VeriSilicon explained.
The preliminary plan discloses that this transaction will enable VeriSilicon to flexibly adopt general-purpose RISC-V CPUs, customized instruction extensions, and microarchitectural innovations when customizing AI ASICs for customers, creating more differentiated and competitive chip solutions. The company can also leverage the open RISC-V ecosystem to efficiently utilize existing technological achievements and build more flexible software and hardware design platforms for different AI application scenarios. These achievements will bring greater efficiency and industrial value to the company's AI ASIC business, promoting the synergistic development and industrialization of AI ASIC and RISC-V technologies.
VeriSilicon Holdings Co., Ltd. stated that after the completion of this transaction, the company will be able to leverage its comprehensive proprietary semiconductor IP and globally leading chip customization platform, and by integrating Nuclei Technology's RISC-V IP, accelerate the large-scale deployment of RISC-V, leverage the synergistic effects of RISC-V IP with other processor IPs, enhance VeriSilicon Holdings' market influence and technological barriers, and create long-term value for VeriSilicon Holdings' shareholders. This transaction will promote the rapid development of the RISC-V ecosystem in China by building an open RISC-V hardware platform and creating an open-source RISC-V software ecosystem.
Source: Semiconductor Industry Observer
