NEXCHIP Semiconductor Corporation signed a Capital Increase Agreement on 30 September 2026 to inject its entire equity interest in Hefei Jingwei Technology (valued at RMB 908.25 million, or USD 124.30 million) into Anhui Jingmei Photomasks Ltd. (“Jingmei”).
The transaction will credit RMB 844.26 million to Jingmei’s registered capital and RMB 63.99 million to its capital reserve. Concurrently, five external investors—led by Hefei State-owned Capital Venture Capital—will subscribe a combined RMB 1.29 billion in cash.
After completion: • Jingmei’s registered capital will rise from RMB 1.20 billion to RMB 3.25 billion. • NEXCHIP’s direct interest will double from 16.67% to 32.16%. • Jingmei will remain an associate; its financials will not be consolidated into NEXCHIP’s accounts.
Valuations and pricing: • An independent valuer appraised Jingmei’s equity at RMB 1.29 billion, implying a subscription price of RMB 1.0758 for every RMB 1 of new capital. • Hefei Jingwei’s equity, contributed by NEXCHIP, was valued at RMB 908.25 million using an asset-based approach.
Jingmei’s latest financials (PRC GAAP): • Total assets: RMB 2.56 billion; equity: RMB 995.72 million (30 June 2026). • 1H 2026 revenue: RMB 25.46 million; net loss: RMB 102.73 million.
Listing Rules implications: • The acquisition and disposal legs each fall below the 5% threshold, qualifying only as a connected transaction subject to reporting and announcement but exempt from shareholder approval. • Connected status arises because both Jingmei and Hefei SCVC are controlled by Hefei Construction Investment, NEXCHIP’s controlling shareholder.
Strategic rationale: NEXCHIP is consolidating photomask-related machinery, equipment and R&D resources inside Jingmei to streamline its core wafer-fabrication focus, enhance supply-chain synergies and improve asset utilisation.
The agreement grants NEXCHIP a 6% simple-interest repurchase right if Jingmei fails to deliver a qualified exit by 30 June 2030 or on default events, while transfer restrictions prevent NEXCHIP from selling its stake without co-sale arrangements until Jingmei completes an IPO or trade sale.