Fangda Advises BPS on CSRC Registration Approval for Major Asset Restructuring
2026 / 02 / 14

On February 13, 2026, Shanghai Bright Power Semiconductor Co., LTD. (“BPS”, stock code: 688368) obtained registration approval from the China Securities Regulatory Commission (the “CSRC”) to issue shares and pay cash to acquire 100% equity interest in Sichuan ConvenientPower Co., Ltd. (“ConvenientPower”), with a concurrent private placement of shares to no more than 35 specific investors to raise matching funds (the “Transaction”). The total consideration for the target assets is CNY 3,282,637,500, with the total matching funds to be raised not exceeding RMB 1,800 million. Fangda acted as the sole legal counsel to BPS, providing comprehensive, one-stop legal services for the Transaction.

BPS is a leading Chinese designer of power management chips and control driver chips. ConvenientPower is a leading domestic provider of integrated power management solutions, specializing in researching, developing, designing and selling high-performance analog chips and mixed-signal integrated circuit chips. As both companies operate in the analog and mixed-signal IC design sector, they demonstrate strong business synergies. The Transaction will accelerate BPS’s business expansion, execute its business strategy, increase its sales, and enhance its market competitiveness.

Since the introduction of the "924 M&A New Policy," this Transaction becomes the first major asset restructuring approved—specifically, a chip design company acquiring assets via a mix of stock issuance and cash payment. It is also the largest M&A Transaction in recent years among A-share fabless semiconductor companies. Importantly, the Transaction's innovative structuring sets a valuable precedent for future transactions. For the first time, a transaction applied different valuation methods and tailored pricing to two distinct business units within the same legal entity. At the same time, the Transaction designed separate, performance-based earn-out terms for each unit.

Fangda remains committed to professional excellence and industry expertise, striving to provide precise legal support for clients’ strategic development and to create lasting value through industrial integration.

The Fangda team for this Transaction was led by partner WANG Mengjie. Team members included Cesar CHANG, XI Lulu, WU Siling, Hermila ZHANG and LI Yucheng.