Puran Holdings plans to acquire the remaining 49% stake in Noah Changtian for over 200 million yuan

On March 20, PuRan Co., Ltd. (SH688766) announced that it plans to acquire the remaining 49% equity of Zhuhai Noah Changtian Storage Technology Co., Ltd. (hereinafter referred to as Noah Changtian) for 247 million yuan. After the transaction is completed, Noah Changtian will become a wholly owned subsidiary of PuRan, and SkyHigh Memory Limited (hereinafter referred to as SHM) will become a wholly owned grandchild company of the listed company.

This acquisition is PuRan’s third capital operation with Noah Changtian, following its purchase of a 20% stake for 90 million yuan in March 2025 and a 31% stake for 144 million yuan in November 2025, gaining control. It marks a key step in PuRan’s full industry chain layout in the non-volatile memory chip field.

Creating Effective Complementarity

According to the announcement, PuRan plans to purchase the 49% stake in Noah Changtian held by Zhuhai Nuoyan, Yuanhe Puhua, and Hengqin Qiangke through issuing shares, convertible bonds, and cash payments, and to raise supporting funds by issuing shares to no more than 35 qualified specific investors.

The issuance price of the shares is 90 yuan per share, and the initial conversion price of the convertible bonds is also 90 yuan per share.

This transaction does not constitute a related-party transaction, nor does it constitute a major asset reorganization or restructuring.

The target company, Noah Changtian, produces 2D NAND (a planar storage technology with storage cells arranged on a two-dimensional plane) and derivative storage chips such as LC NAND (single-layer single-cell flash memory), eMMC (embedded multimedia card), and MCP (multi-chip package). These products are widely used in industrial control, home appliances, security, wearables, and smart terminals. With outstanding product and engineering capabilities, Noah Changtian has a solid customer base and hundreds of active end customers, maintaining strong competitiveness in the global market. After the transaction, the listed company will effectively complement its R&D and design capabilities in the integrated circuit field with Noah Changtian’s product engineering capabilities, creating synergy in main products and sales networks, and building a complete layout for non-volatile storage products worldwide.

“Revenue Growth but Profit Decline” Last Year

According to PuRan’s 2025 annual report, the company achieved operating revenue of 2.32 billion yuan, a year-on-year increase of 28.62%.

Notably, the newly consolidated SHM contributed approximately 210 million yuan in revenue and about 14 million yuan in net profit after non-recurring items in 2025.

The inclusion of Noah Changtian not only increased PuRan’s revenue but also improved its product matrix. PuRan’s main business involves the design and sales of non-volatile memory chips and derivative chips based on memory chips, including products like NOR Flash (flash memory chips) and EEPROM (electrically erasable programmable read-only memory), as well as microcontroller chips and analog products. Noah Changtian’s products complement the company’s existing offerings.

In 2025, PuRan’s revenue saw significant growth, but net profit declined sharply. The net profit for 2025 was 208 million yuan, down 29.03% year-on-year, with non-recurring net profit down 38.67%.

This “revenue increase but profit decrease” situation was mainly influenced by three factors: first, intensified market competition led to a decline in gross margin, which was 28.36% in 2025, down from the previous year; second, inventory impairment provisions increased, with asset impairment losses recognized during the reporting period rising by approximately 62.54 million yuan; third, there was a significant increase in operating expenses.

Against this background, full ownership of Noah Changtian is an important move for PuRan to ease profitability pressure and strengthen its strategic layout.