GRITEK, a consolidated subsidiary, has agreed to an organizational restructuring under which it will make SGRS, an equity-method affiliate, and SDGRITEK, a consolidated subsidiary, wholly owned subsidiaries through a share exchange and other means. The acquisition price and the proportions of the consideration to be paid in shares and cash have not yet been determined, and completion is scheduled for 2027.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Manufacture and sale of 12-inch prime silicon wafers; manufacture and sale of 12-inch test wafers, Manufacture and sale of prime silicon wafers; manufacture and sale of ingots and other products
The impact on consolidated results for the fiscal year ending December 2026 is expected to be minor.
| 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 (SGRS), Shandong Youyan Semiconductor Materials Co., Ltd. (SDGRITEK) |
| Business Description of the Subject Company | Manufacture and sale of 12-inch prime silicon wafers; manufacture and sale of 12-inch test wafers, Manufacture and sale of prime silicon wafers; manufacture and sale of ingots and other products |
| Location of the Subject Company | No. 6839, Dongfanghong East Road, Yuanqiao Town, Tianqu New Area, Dezhou, Shandong Province, People's Republic of China, No. 3998, Shangde 8th Road, Tianqu New Area, Dezhou, Shandong Province |
| Capital Stock of the Subject Company | RMB 2,741 million, RMB 2,003 million |
| Date of Establishment of the Subject Company | 11 March 2020, 23 August 2018 |
| Net Sales of the Subject Company | RMB 208 million (fiscal year ended December 2025), ¥19,484 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss: RMB 201 million (fiscal year ended December 2025), Not disclosed |
| Net Income of the Subject Company | Net loss: RMB 168 million (fiscal year ended December 2025), Net income: ¥5,299 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | RMB 2,275 million (fiscal year ended December 2025), ¥71,223 million (fiscal year ended December 2025) |
| Acquisition price | Not yet determined |
| Type of Consideration | Mixed (SGRS: share exchange and cash payment; SDGRITEK: share exchange) |
| Number of shares acquired | 71.89% interest in SGRS and 14.98% interest in SDGRITEK (number of shares and voting rights: Not disclosed) |
| Voting rights ownership percentage | Before SGRS 28.11％、SDGRITEK 85.02％ → after SGRS 100％、SDGRITEK 100％ |
| Funding arrangements | Financing through the issuance of new shares. The funds are scheduled to be used for cash consideration, working capital of the target companies, debt repayment, capital expenditures and other purposes. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026 is expected to be minor. |
| Date of board resolution | 11 September 2026 |
| Contract Date | Scheduled (specific date: Not disclosed) |
| Execution Date / Effective Date | 2027 (planned) |
| Conditions Precedent to Execution | Satisfaction of transaction conditions, including passing the review by the Shanghai Stock Exchange and obtaining registration approval from the China Securities Regulatory Commission. |
| Management structure after acquisition | SGRS and SDGRITEK will become 100%-owned subsidiaries of GRITEK, integrating the management structure of the prime wafer business. The company will continue to maintain GRITEK as a consolidated subsidiary, and there will be no change in its control over GRITEK. |
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.
To enhance competitiveness and corporate value by integrating the management structure of the prime wafer business, streamlining management and decision-making, creating synergies in procurement, production and sales, making mutual use of customer bases, and strengthening the supply chain.