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TransactionCounterparty中国有研科技集団有限公司, 徳州匯達半導体股権投資基金合伙企業（有限合伙）, 徳州経済技術開発区景泰投資有限公司
Disclosing companyRS Technologies Co.,Ltd.
Date of board resolution28 August 2026 (an overnight resolution indicating consent)
Target company
Research and development, manufacturing and sale of semiconductor materials and other new materials; technology development, technology transfer and consulting services relating to semiconductor materials and other new materials; research and development and sale of devices, components, measuring instruments and equipment related to semiconductor materials and other new materials; and import and export of goods and technologies, Import and export of goods; import and export of technologies; research and development, manufacturing and sale of electronic materials (electronic-specific materials); manufacturing and sale of equipment for semiconductor device production; manufacturing and sale of electronic measuring instruments; technology services, technology development, technology consulting, technical exchanges, technology transfer and technology promotion; and investment activities using the company's own funds
Location Dezhou, Shandong Province, Dezhou, Shandong ProvinceShare capital RMB 2,741.8016 million, RMB 2,003.281126 millionDate of incorporation 11 March 2020, 23 August 2018
Net SalesTarget company 山東有研半導体材料有限公司 / Net Sales ¥19,484 million / Fiscal Year-End Fiscal year ended December 2025
Operating profitnot disclosed (for SDGRITEK, only ordinary profit of ¥5,961 million is stated)
Net income for the current fiscal yearTarget company 山東有研半導体材料有限公司 / Net income for the current fiscal year ¥5,299 million / Fiscal Year-End Fiscal year ended December 2025
Net assetsTarget company 山東有研半導体材料有限公司 / Net assets ¥71,223 million / Fiscal Year-End Fiscal year ended December 2025
Consideration and expenses
Type of ConsiderationMixed consideration (the acquisition of SGRS will be funded through a combination of share issuance and cash payment, while the acquisition of SDGRITEK will be funded through share issuance)
Funding arrangementsThe acquisition of SGRS is expected to be funded through a combination of share issuance and cash payment. For the acquisition of SDGRITEK, consideration will be paid through share issuance, together with financing through the issuance of new shares.
Impact on Business Performance
The impact of the transaction on our consolidated results for the current fiscal year will be immaterial.
Procedures and assumptions
Management structure after acquisitionFollowing completion of the transaction, both SGRS and SDGRITEK are expected to become wholly owned subsidiaries of GRITEK. The trade names, representatives and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Transaction |
| Counterparty name | 中国有研科技集団有限公司, 徳州匯達半導体股権投資基金合伙企業（有限合伙）, 徳州経済技術開発区景泰投資有限公司 |
| Name of the Subject Company | 山東有研艾斯半導体材料有限公司, 山東有研半導体材料有限公司 |
| Business Description of the Subject Company | Research and development, manufacturing and sale of semiconductor materials and other new materials; technology development, technology transfer and consulting services relating to semiconductor materials and other new materials; research and development and sale of devices, components, measuring instruments and equipment related to semiconductor materials and other new materials; and import and export of goods and technologies, Import and export of goods; import and export of technologies; research and development, manufacturing and sale of electronic materials (electronic-specific materials); manufacturing and sale of equipment for semiconductor device production; manufacturing and sale of electronic measuring instruments; technology services, technology development, technology consulting, technical exchanges, technology transfer and technology promotion; and investment activities using the company's own funds |
| Location of the Subject Company | Dezhou, Shandong Province, Dezhou, Shandong Province |
| Capital Stock of the Subject Company | RMB 2,741.8016 million, RMB 2,003.281126 million |
| Date of Establishment of the Subject Company | 11 March 2020, 23 August 2018 |
| Net Sales of the Subject Company | Target company 山東有研半導体材料有限公司 / Net Sales ¥19,484 million / Fiscal Year-End Fiscal year ended December 2025 |
| Operating Profit of the Subject Company | not disclosed (for SDGRITEK, only ordinary profit of ¥5,961 million is stated) |
| Net Income of the Subject Company | Target company 山東有研半導体材料有限公司 / Net income for the current fiscal year ¥5,299 million / Fiscal Year-End Fiscal year ended December 2025 |
| Net Assets of the Subject Company | Target company 山東有研半導体材料有限公司 / Net assets ¥71,223 million / Fiscal Year-End Fiscal year ended December 2025 |
| Type of Consideration | Mixed consideration (the acquisition of SGRS will be funded through a combination of share issuance and cash payment, while the acquisition of SDGRITEK will be funded through share issuance) |
| Number of shares acquired | not disclosed (acquisition interest: 71.89% of SGRS and 14.98% of SDGRITEK) |
| Voting rights ownership percentage | Before SGRS 28.11% / SDGRITEK 85.02% → after SGRS 100% / SDGRITEK 100% |
| Funding arrangements | The acquisition of SGRS is expected to be funded through a combination of share issuance and cash payment. For the acquisition of SDGRITEK, consideration will be paid through share issuance, together with financing through the issuance of new shares. |
| Impact on Business Performance | The impact of the transaction on our consolidated results for the current fiscal year will be immaterial. |
| Date of board resolution | 28 August 2026 (an overnight resolution indicating consent) |
| Management structure after acquisition | Following completion of the transaction, both SGRS and SDGRITEK are expected to become wholly owned subsidiaries of GRITEK. The trade names, representatives and treatment of employees are not disclosed. |
Items this document does not state (14)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Contract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
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