Puya Semiconductor's Bid for Noah Changtian Passes Review as Target Posts $139M Half-Year Profit

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Puya Semiconductor announced on October 14 that its acquisition of the remaining stake in Noah Changtian passed review by the Shanghai Stock Exchange M&A Committee. The chipmaker, valued at over 40 billion yuan, will raise its stake from 51% to 100%.

Noah Changtian is a holding platform. The actual chip business sits in its subsidiary SkyHigh Memory (SHM), which makes SLC NAND and eMMC mature memory products for industrial, communications, and consumer electronics customers. SHM was previously held by an SK Hynix affiliate and Cypress, and has overseas sales networks and customer relationships.

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Puya's acquisition came in three steps: 90 million yuan for 20% in March 2025, about 144 million yuan to reach 51% in November 2025, and now the remaining 49%, for a total of about 481 million yuan.

The target's earnings surge is the headline. Noah Changtian posted 1.349 billion yuan in 2025 revenue and 166 million yuan in net profit. In the first half of 2026, revenue reached 2.346 billion yuan and net profit jumped to 997 million yuan, nearly six times the full prior year in just six months.

The driver is a supply-demand reversal in mature memory. SHM's main first-half revenue source is eMMC, which packages memory and a controller for industrial terminals and communications equipment. For these customers, switching memory means re-qualification, testing, and recertification, so suppliers are hard to replace. That stickiness pays off when supply tightens. SHM's eMMC average selling price rose from 18.84 yuan in 2025 to 66.65 yuan in H1 2026, about 3.5x. First-half volume was 26.17 million units, about 57% of full-year 2025, yet revenue hit 1.744 billion yuan, roughly double the prior year, with gross margin rising from 30.41% to 58.36%.

Supply contraction is the root cause. Samsung and other major fabs shifted resources to higher-capacity, more advanced memory, cutting 2D NAND supply. But industrial and communications equipment still use mature parts, and old devices don't upgrade just because upstream lines change. With less supply and customers unable to switch easily, remaining suppliers gained pricing power. 64Gb MLC NAND contract prices rose from $4.59 in December 2025 to $21.37 in June 2026, and SHM's eMMC products, which use MLC NAND, rode the wave.

This isn't unique to SHM. GigaDevice's 2026 half-year report showed memory chip revenue up 245.44%, citing rising SLC NAND prices and margins after major fabs cut 2D NAND capacity. Different product mixes, same market shift: mature memory demand didn't disappear when major fabs adjusted capacity.

The pricing of the remaining 49% is another angle. The deal uses an end-2025 valuation date, before the H1 2026 profit surge, so the 49% stake is priced at just 247 million yuan, less than its H1 profit contribution. Pro forma estimates show Puya's H1 2026 net profit attributable to shareholders would rise from 827 million yuan to 1.310 billion yuan, up 58.46%. Puya pays only about 1.43 million yuan in cash, with the rest via share issuance and convertible bonds.

Similar deals are emerging. In March, Longsys acquired the remaining 19% of Brazilian memory firm Zilia for $46.08 million, taking full control. Zilia's H1 2026 external sales reached 3.950 billion yuan, up 184.58%. Both companies chose to consolidate full ownership after gaining control: more existing profit flows to listed shareholders without adding new revenue.

Risks remain. SHM's top supplier accounted for 84.76% of purchases in H1 2026, and average wafer purchase prices rose from 8,048.59 yuan to 23,581.82 yuan per piece. Upstream costs are climbing, and the deal has no performance commitment. With full profit rights, Puya also absorbs the full cycle risk of the memory market.

ICgoodFind Summary: Major fabs exiting mature memory gave SHM a pricing window, with half-year profit nearly six times the prior full year. Puya's 247 million yuan for the remaining stake was locked at a pre-surge valuation, a good deal on paper. But with no performance commitment, mature memory cycle swings now hit Puya's income statement directly.

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