Shang Hai Zheng Quan Bao·2025-12-29 18:51Group 1 - The core announcement involves the establishment of a new joint venture agreement and a capital increase agreement for SMIC Southern, increasing its registered capital from $6.5 billion to $10.0773 billion [2][3] - The shareholding structure post-capital increase will be as follows: SMIC Holdings 41.561%, National Integrated Circuit Fund 9.392%, National Integrated Circuit Fund II 14.885%, National Integrated Circuit Fund III 8.361%, Shanghai Integrated Circuit Fund 7.939%, Shanghai Integrated Circuit Fund II 11.253%, Tai Xin Ding Ji 5.545%, and Xian Dao Integrated Circuit Fund 1.063% [2][3] - The total cash contribution from all parties for this capital increase amounts to $7.778 billion, with $3.5773 billion allocated to registered capital and $4.2007 billion to capital reserves [7] Group 2 - The new joint venture agreement stipulates that all parties must complete 40% of their respective contributions by December 31, 2025, and the remaining 60% by December 31, 2026 [3][7] - The board of directors of SMIC Southern will consist of 7 members, with SMIC Holdings entitled to nominate 4 directors, and other funds entitled to nominate the remaining directors [4] - The management of SMIC Southern will be fully responsible for its daily operations and management [5] Group 3 - The capital increase is expected to reduce the asset-liability ratio of SMIC Southern, thereby creating a more robust financial structure for the group [9] - The new joint venture and capital increase agreements are deemed fair and reasonable by the board, aligning with the overall interests of the company and its shareholders [9][10] - The transactions are classified as connected transactions under Hong Kong listing rules due to the shareholding structure involving major shareholders [10][11]