晶合集成: 晶合集成关于拟对外投资暨关联交易的公告

Core Viewpoint - Company plans to invest in Anhui Jingmei Photomask Co., Ltd. with a total capital increase of 1.195 billion yuan, where the company will contribute 200 million yuan, resulting in a 16.67% equity stake in the target company [1][3][5] Summary by Sections Investment Overview - The investment involves collaboration with related parties, including Hefei State-owned Capital Venture Investment Co., Ltd. and Hefei Jianxiang Investment Co., Ltd., constituting a related party transaction but not a major asset restructuring as per regulations [2][5] - The investment has been approved by the company's board and supervisory board, and does not require shareholder approval [2][21] Industry Context - The semiconductor industry in China is rapidly developing, with photomasks being a critical material in semiconductor manufacturing, leading to increased demand for high-performance photomasks [3][4] - The company began constructing a photomask production line in 2022 and produced the first semiconductor photomask in Anhui Province in July 2024, filling a market gap [3][4] Strategic Rationale - The company aims to separate its photomask business for independent operation to better capture market opportunities and enhance production scale, supply chain stability, and competitiveness [3][4] - The collaboration with external investors is intended to support the establishment of a photomask production line focused on 28nm and above process nodes [3][4] Financial Details - The total capital increase for Anhui Jingmei is set at 1.195 billion yuan, with each investor contributing at a price of 1.00 yuan per registered capital [1][3] - After the investment, the company will hold a 16.67% stake in Anhui Jingmei, with the remaining shares distributed among other investors [5][11] Related Party Transactions - Hefei State-owned Capital Venture Investment Co., Ltd. and Hefei Jianxiang Investment Co., Ltd. are identified as related parties, and the transaction is structured to ensure fairness and compliance with regulations [5][6] - The company has no prior equity stake in Anhui Jingmei before this investment [5][11] Governance and Compliance - The investment agreement is subject to various approvals and conditions, including the completion of necessary legal and regulatory procedures [16][18] - The company has committed to ensuring that the transaction does not adversely affect the interests of shareholders, particularly minority shareholders [5][22]