Shanghai Fudan Microelectronics Group Company Limited (Shanghai Fudan) has signed a shareholders’ agreement to establish Shanghai Zhuoyuan Hongxin Semiconductor Technology Company Limited, a joint venture (JV) dedicated to high-power ageing test systems for integrated circuits.
Registered Capital & Ownership • Total registered capital: RMB 70.00 million (USD ≈ 9.60 million). • Capital structure: – Shanghai Fudan: RMB 17.50 million in patents and proprietary technology, 25.00% stake. – Shanghai Zhuoyuan Ruixin: RMB 19.21 million in cash, 27.44%. – Shanghai Zhuoyuan Yuxin: RMB 13.30 million in cash, 19.00%. – Mr. Zhou Jun: RMB 13.33 million in cash, 19.04%. – Mr. Wang Yan Zheng: RMB 6.66 million in cash, 9.52%.
Asset Contribution The RMB 17.50 million valuation of Shanghai Fudan’s patent portfolio is supported by an independent valuation (Shanghai Cai Rui Ping Bao Zi (2026) No. 1227) dated 30 June 2026; the assets carried zero book value on the same date. Ownership registration for granted patents must be completed within 60 days of the JV’s business-licence issuance; patents under examination will be transferred within 30 days of grant.
Governance Structure • Board: three directors—two nominated by Mr. Zhou Jun, one by Shanghai Fudan. • Chairman & legal representative: one of Mr. Zhou Jun’s nominees. • Management: a general manager (nominated by the chairman) and a chief financial officer, each serving three-year terms.
Lock-up & Profit Distribution Shareholders are restricted from transferring or pledging JV equity for five years. Profits will be distributed pro rata to paid-in capital after statutory reserves and tax.
Strategic Rationale Carving out the ageing test-equipment activity aligns with semiconductor industry specialisation. Operating independently is expected to sharpen cost efficiency, strengthen the supply chain and accelerate growth, while allowing Shanghai Fudan to monetise in-house R&D through an equity holding rather than idle assets.
Connected-Transaction Status Because Mr. Zhou Jun exercises de facto control over Zhuoyuan Ruixin and Zhuoyuan Yuxin—and is a director of subsidiary Sino IC—these entities are deemed connected persons under Hong Kong Listing Rules. The relevant percentage ratio exceeds 0.1% but is below 5%; therefore the transaction requires announcement and reporting only, with no need for independent shareholders’ approval. Directors Zhang Wei, Shen Lei and employee director Shen Mingjie (future minority investors in Zhuoyuan Yuxin) abstained from board voting.
Timing The shareholders’ agreement was executed on 17 August 2026 after market close. Registration with Shanghai authorities will follow local approval procedures.