Shanghai Fudan Microelectronics Group Company Limited announced that its board has approved a plan to invest up to RMB 300.00 million as a limited partner in the proposed Shanghai Rongsheng Industrial Innovation Fund Partnership (Limited Partnership).
Key deal parameters • Fund size and structure: Target commitment of RMB 14.30 billion, organised as a seven-year limited partnership (five-year investment period plus two-year exit period, extendable by up to three years). • General partners: Shanghai Guosheng Capital Management Co., Ltd. (GP1) and Shanghai Junsheng Xiechuang Private Equity Fund Management Co., Ltd. (GP2). Guosheng Capital will manage fundraising and asset management; Junsheng Xiechuang will source projects and provide sector expertise. • Limited partners and stakes (planned): Haitong PE Fund (RMB 5.70 billion, 39.86%), Shanghai Fudan Microelectronics (RMB 300 million, 20.98%), SOE Reform & Development Fund Phase III (RMB 2.50 billion, 17.48%), Da Linghao Bay Qihang Fund (RMB 2.00 billion, 13.99%), Xinzhuang Industrial Zone Dev. Co. (RMB 500 million, 3.50%), other investors (RMB 500 million, 3.50%), plus GP commitments of RMB 10 million (0.70%).
Capital calls and fees • Contributions will be drawn in three tranches: 40% up-front, followed by two 30% instalments once 70% of paid-in capital has been deployed or reserved. • Management fees payable to Guosheng Capital: 1.80% p.a. on paid-in capital during investment period, 1.35% p.a. on remaining cost during exit period; nil thereafter. • Additional managing-partner fee to Junsheng Xiechuang: 0.20% p.a. during investment period and 0.15% p.a. during exit period.
Return waterfall 1. Return of paid-in capital to partners. 2. 8% annual simple hurdle to partners. 3. 25% catch-up to the manager on profits above the hurdle. 4. Residual profits split 20% manager / 80% limited partners.
Strategic rationale The investment is designed to expand Shanghai Fudan Microelectronics’ exposure to advanced integrated circuit technologies, aerospace applications and supply-chain opportunities, reinforcing the company’s long-term ecosystem and product roadmap. Management states the RMB 300 million commitment will be funded with internal resources, paid in stages, and will not affect day-to-day operations; the fund will be accounted for under the equity method and excluded from consolidation.
Related-party considerations The transaction is classified as a related-party deal under the SSE STAR Market rules because Guosheng Investment—set to acquire 106.73 million of Shanghai Fudan Microelectronics’ A-shares (over 5% of total)—is a wholly owned subsidiary of Guosheng Group, the controlling shareholder of Guosheng Capital. However, as the share transfer has not yet completed and no formal partnership agreement has been signed, the deal does not fall under Chapter 14A of the Hong Kong Listing Rules. Shareholder approval is still required.
Risk highlights • Fund establishment remains subject to registration and Asset Management Association filing. • The seven-year term and private-equity nature imply limited liquidity and potential variability in returns. • Shanghai Fudan Microelectronics’ liability is capped at its subscribed capital; no guarantees are provided to other investors.
Next steps include finalising the partnership agreement and securing shareholder consent. The company will disclose further progress in accordance with regulatory requirements.