Gona Semiconductor Technology (Shanghai) Co., Ltd. (referred to as "Gona Semiconductor") has submitted its initial application for listing on the Main Board of the Hong Kong Stock Exchange, with Haitong International as the sole sponsor.

Just before the IPO, former executive director and COO Feng Qiyi, who held substantial equity incentives and was responsible for the core wafer transfer business, resigned after only two years in his role. He still holds a significant partnership interest in Shanghai Zhushi, but the prospectus provides scant detail on this matter. Furthermore, the recipients of Gona Semiconductor's equity incentive plan include a large number of external advisors. Among the nine limited partners in Shanghai Haotang, eight are external advisors.

Key Executive's Abrupt Resignation Pre-Listing; Equity Incentives Granted to External Advisors

Founded in 2020, Gona Semiconductor is primarily engaged in the research and development, production, and sales of semiconductor transmission equipment modules and components. Its main products are EFEMs (Equipment Front End Modules), Sorters (wafer sorting equipment), and related parts.

The company's financing history has been notably rapid. From June 2020 to March 2026, it successively completed Angel, Pre-A, A, B, B+, and C funding rounds, raising a total of 422 million yuan. It attracted well-known investment institutions such as Dingfeng Capital and CICC Private Equity, as well as several local industrial capital investors.

Based on the C-round share price of 5.98 yuan, Gona Semiconductor's pre-IPO valuation is approximately 2.162 billion yuan.

Founder, Chairman, and CEO Ye Ying controls three shareholding platforms through Ningbo Silicon Blue, collectively holding 54.74% of Gona Semiconductor's shares.

Notably, former executive director Feng Qiyi (Fung Kai Ye) received a one-time equity incentive worth tens of millions of yuan but resigned shortly after just two years in the position. In November 2023, Feng was appointed as an executive director, with a total first-year compensation of 15.121 million yuan, of which share-based payment expenses accounted for 14.346 million yuan. His annual salary for 2024 and 2025 was 1.5 million yuan each. He resigned in December 2025.

According to public information, Feng Qiyi presented as Gona Semiconductor's COO and General Manager of the Wafer Transfer Business Division at a semiconductor industry conference in September 2024. However, the prospectus only briefly mentions his appointment and resignation, omitting any reference to the COO role. He remains a partner in the employee持股平台 Shanghai Zhushi, holding a 15% interest.

The wafer transfer equipment business consistently contributes over 70% of Gona's revenue, raising questions about the potential impact of his departure on core operations.

Additionally, the company's equity incentive plan includes many external advisors. The prospectus shows that eight of the nine limited partners in Shanghai Haotang are external advisors, collectively holding about 16.69% of the partnership interests. Public records indicate one such advisor, Zhou Yuanjing, is associated with 21 active companies, 16 of which are in餐饮 or trading.

Acquisition of Loss-Making Targets Without Performance Guarantees

To完善 its industrial layout and address business gaps, Gona Semiconductor has undertaken two key acquisitions in recent years. These moves aim to rapidly complete the industry chain but also introduce risks of goodwill impairment. The quality of the acquired assets and their technology仍需 time to verify.

In December 2023, the company spent 21 million Malaysian Ringgit (approx. 35 million yuan) to acquire a 70% stake in Malaysian company Waftech, entering the semiconductor back-end packaging automation equipment field. Currently, all sales revenue from this segment comes from Waftech, contributing 44.3 million yuan or 8.5% of total revenue in 2025.

However, while Waftech's revenue has grown rapidly, its gross margin has continuously declined, indicating a clear "volume-for-price" trade-off. From 2023 to 2025, the average selling price and gross margin for these products fell each year.

In October 2025, Gona Semiconductor spent 67.934 million yuan to acquire a 51.78% stake in transmission robotics company Xindao Wuxi, implying a valuation of 131 million yuan. As of the valuation date, Xindao Wuxi's identifiable net assets were 24.07 million yuan, resulting in a premium of 445%.

It is noteworthy that intangible assets constituted 23.7 million yuan of these net assets. The prospectus states the acquired intangibles are mainly patents and customer relationships. However, among the 30 major patents listed by Gona, only four belong to Xindao Wuxi. Following this acquisition, Gona's goodwill surged from 7.4 million yuan at the end of 2024 to 63.37 million yuan at the end of 2025.

Furthermore, Xindao Wuxi remains loss-making. The prospectus indicates that if consolidated for the full year 2025, Gona's revenue would have been 525 million yuan with a net loss of 20.2 million yuan. Estimates suggest Xindao Wuxi's own 2025 revenue was 7.03 million yuan with a net loss of 14.23 million yuan.

The two acquisitions together cost over 100 million yuan. Both were valued using methods (relief-from-royalty and multi-period excess earnings) highly dependent on future performance expectations. If Xindao Wuxi's cash flow or operating profits deteriorate or fall significantly short of expectations, it could trigger goodwill impairment, impacting Gona's overall performance.

A key question is why Gona chose to spend nearly 68 million yuan to acquire a loss-making company just before its IPO, without setting any performance commitments or compensation arrangements.

High Customer Concentration and Significant Debt Pressure

From 2023 to 2025, Gona Semiconductor's revenue grew from 133 million yuan to 525 million yuan, representing a compound annual growth rate of 98.68%. However, it reported net losses attributable to shareholders of 81.819 million yuan, 61.603 million yuan, and 11.101 million yuan respectively, accumulating a total loss of approximately 155 million yuan over three years. On an adjusted basis, net losses were 48.051 million yuan and 40.229 million yuan in 2023 and 2024, turning to a profit of 13.822 million yuan in 2025.

Although the company claims to be the only domestic enterprise capable of providing large-scale, full-process intelligent semiconductor transmission systems, its revenue structure remains heavily reliant on the wafer transfer equipment segment, accounting for 78.7%, 77.4%, and 73.0% of revenue in the respective reporting periods. The Automated Material Handling System (AMHS) only generated revenue for the first time in 2025, contributing a mere 2.6%.

Customer concentration risk is also significant. Gona's clients are primarily large state-owned semiconductor manufacturing equipment companies, which hold strong buyer power in the supply chain. They typically impose strict requirements on price, payment terms, delivery, and technology, making it difficult for suppliers to gain主动权.

Revenue from the top five customers accounted for 60.1%, 84.6%, and 69.3% of total revenue from 2023 to 2025. Customer A (inferred to be Yangtze Memory Technologies) and Customer B (NAURA Technology Group) consistently ranked as the top two, with combined revenue shares of 35.1%, 73.2%, and 49.9%.

In the capital-intensive, equipment-heavy, and high-tech-barrier semiconductor equipment industry, Gona's R&D investment appears somewhat insufficient. In 2025, its R&D expenses decreased by 20.9% year-on-year to 47.139 million yuan, nearly 20 million yuan lower than its administrative expenses for the same period. The R&D expense ratio also dropped to 9%.

As of the end of 2025, the company had 524 full-time employees, including 145 in R&D and 82 in administration. Rough calculations show the average annual compensation for R&D staff was 231,500 yuan, only about half of the 461,700 yuan average for administrative staff.

Financially, Gona's operating cash flow severely mismatches its net profit. Despite achieving an adjusted net profit in 2025, its net operating cash flow was only 1.024 million yuan, resulting in a cash-to-net-profit ratio of merely 7.41%.

Persistent losses have led to tight cash flow and high debt pressure. As of December 31, 2025, the company held cash and equivalents of 93.27 million yuan, while short-term borrowings stood at 204 million yuan, creating a short-term funding gap exceeding 100 million yuan. Additionally, it has long-term borrowings of 97.033 million yuan and accounts payable of 284 million yuan to settle.

For Gona Semiconductor, raising funds through a public listing is no longer an option but a necessity.