Securities code: Advanced Micro-Fabrication Equipment Inc.China(688012) securities abbreviation: Advanced Micro-Fabrication Equipment Inc.China(688012) Announcement No.: 2022006 Zhongwei semiconductor equipment (Shanghai) Co., Ltd
About Ruili scientific instrument (Shanghai) Co., Ltd
Announcement on capital increase and related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Name of investment object: Ruili scientific instrument (Shanghai) Co., Ltd. (hereinafter referred to as “Shanghai Ruili”). Investment amount: 108 million yuan.
The reorganization does not constitute a major related party transaction, but does not constitute a major related party transaction.
The capital increase of Shanghai Ruili is RMB 108 million (in words: RMB 108 million) in cash, and the newly increased registered capital of Shanghai Ruili is RMB 7576675934, and the subscription unit price is RMB 1.43/share (registered capital).
This investment needs to be deliberated and approved by the general meeting of shareholders.
This investment is made by Zhongwei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as “the company” or ” Advanced Micro-Fabrication Equipment Inc.China(688012) “) to improve the business layout, which is conducive to expanding the business scope of the company and in line with the strategic plan of the company. This foreign investment does not harm the interests of shareholders of the listed company.
Relevant risk tips: Shanghai Ruili has certain uncertainties in technology R & D and business development. In the process of operation, it may face technical and business risks, and the company may not realize the expected investment income.
1、 Overview of foreign investment and related party transactions
Shanghai Ruili was established on June 27, 2005 with a registered capital of 34460854815 yuan. Based on the consideration of business strategy development, the company plans to increase the capital of Shanghai Ruili. The company plans to invest 108 million yuan (in words: 108 million yuan) in cash to subscribe for the newly increased registered capital of Shanghai Ruili of 7576675934 yuan, and the subscription unit price is 1.43 yuan / share (registered capital) (hereinafter referred to as “this capital increase”). After the completion of the above transaction, the registered capital of Shanghai Ruili held by the company increased to RMB 16326675934, and the shareholding ratio of the company increased from 204467% to 293562%.
Since Shanghai Ruili is an enterprise in which Gerald zheyao Yin (Yin Zhiyao), the chairman of the company, serves as the current chairman, Yang Zhengfan, the director of the company, and Huang Chen, the supervisor of the company, serves as the current director, the company constitutes a connected transaction for the capital increase of Shanghai Ruili, but does not constitute a major asset reorganization.
As of this connected transaction, the amount of connected transactions between the company and the same connected person, Shanghai Ruili, has reached more than 30 million yuan in the past 12 months, accounting for more than 1% of the company’s latest audited total assets or market value. Therefore, this related party transaction shall be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties (Shanghai Ruili)
(I) description of association relationship
Shanghai Ruili is an enterprise in which geraldzheyaoyin (Yin Zhiyao), the chairman of the company, serves as the current chairman, Yang Zhengfan, the director of the company, and Huang Chen, the supervisor of the company, serves as the current director.
(II) basic information of Shanghai Ruili
Name: Ruili scientific instrument (Shanghai) Co., Ltd
Company type: limited liability company (foreign investment, non sole proprietorship)
Legal representative: Feng Yang (Yang Feng)
Registered capital: 42794188148 yuan
Date of establishment: June 27, 2005
Address: Building 6, No. 68, Huatuo Road, China (Shanghai) pilot Free Trade Zone
Business scope: develop and produce semiconductor equipment, sell self-produced products and provide relevant technical services. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Shanghai Ruili’s main products are optical film thickness measurement equipment and optical defect detection equipment, as well as silicon wafer thickness and warpage measurement equipment. The 12 inch optical measuring equipment tfx3000 series products independently developed by Shanghai Ruili have been applied to the 65 / 55 / 40 / 28 nano chip production line and are undergoing 14 nm process verification. The 3D storage chip production line supports the production of 64 layer 3dnand chips, and is verifying the measurement performance of 96 layer 3dnand chips.
Shanghai Ruili automatic optical detection equipment applied to LED sapphire substrate pattern detection has also been successfully sold to China’s LED PSS substrate and LED chip production line.
Shanghai Ruili is developing the next generation of film thickness and OCD measurement equipment that can support higher-order chip manufacturing processes, as well as defect detection equipment applied to integrated circuit chip production, so as to further expand the market scale that can be served. Equity structure of related parties before this capital increase:
Subscribed registered capital
Shareholder name shareholding ratio No. (RMB)
1 Advanced Micro-Fabrication Equipment Inc.China(688012) 87,50000000 204467%
2 Shanghai Pudong emerging industry Investment Co., Ltd. 6434356946 150356%
3 Shanghai Zhangjiang Technology Venture Capital Co., Ltd. 4761628504 111268%
4 Shanghai Yingying Microelectronics Technology Co., Ltd. 4338733149 101386%
5 national integrated circuit industry investment fund Co., Ltd. 3758240000 8.7821%
6 Hai Feng investment
MENT HOLDING LIMITED） 31,120320.00 7.2721%
7. Changsha Haitong Shengyang phase I investment partnership (limited liability company)
(partner) 3000000000 7.0103%
8 Shanghai Venture Capital Co., Ltd. 2116852131 4.9466%
9 Shanghai Optical Communication Co., Ltd. 1673416436 3.9104%
10 Guangda technology company 1458334073 3.4078%
11 Shanghai Guosheng (Group) Co., Ltd. 1434356945 3.3518%
12 Shanghai tongqi Investment Management Co., Ltd. 1000000000 2.3368%
13. Yingfu tech Venture Capital Co., Ltd. 717178473 1.6759%
14 Shanghai Zhangjiang torch Venture Capital Co., Ltd. 239059491 0.5586%
Total 42794188148 1000000%
Asset evaluation, capital increase, capital reduction or restructuring of Shanghai Ruili in the last 12 months:
In March 2021, Advanced Micro-Fabrication Equipment Inc.China(688012) contributed RMB 100 million in cash to Shanghai Ruili and subscribed for the new registered capital of RMB 8333333 million, with the subscription unit price of RMB 1.2 per share (registered capital).
After this round of capital increase, the equity structure of Shanghai Ruili is as follows:
Subscribed registered capital
Shareholder name shareholding ratio No. (RMB 10000)
1 Advanced Micro-Fabrication Equipment Inc.China(688012) 87,50000000 204467%
2 Shanghai Pudong emerging industry Investment Co., Ltd. 6434356946 150356%
3 Shanghai Zhangjiang Technology Venture Capital Co., Ltd. 4761628504 111268%
4 Shanghai Yingying Microelectronics Technology Co., Ltd. 4338733149 101386%
5 national integrated circuit industry investment fund Co., Ltd. 3758240000 8.7821%
Hai Feng investment
6 MENT HOLDING LIMITED） 31,120320.00 7.2721%
Changsha Haitong Shengyang phase I investment partnership (limited liability company)
7) 3000000000 7.0103%
8 Shanghai Venture Capital Co., Ltd. 2116852131 4.9466%
9 Shanghai Optical Communication Co., Ltd. 1673416436 3.9104%
10 Guangda technology company 1458334073 3.4078%
11 Shanghai Guosheng (Group) Co., Ltd. 1434356945 3.3518%
12 Shanghai tongqi Investment Management Co., Ltd. 1000000000 2.3368%
13. Yingfu tech Venture Capital Co., Ltd. 717178473 1.6759%
14 Shanghai Zhangjiang torch Venture Capital Co., Ltd. 239059491 0.5586%
Total 344608548 1000000%
Financial data of related parties in the latest year:
Unit: 10000 yuan
No. account 2021
(Unaudited)
1. Total assets 1648364
2. Total liabilities 1126607
3. Net assets 521757
4. Operating income 408398
5. Net profit -106656
6. Net profit after deducting non recurring profit and loss -354068
(note)
Note: Shanghai Ruili is a non listed company, and its net profit after deducting non recurring profits and losses has not been audited.
There is no other relationship between related parties and the listed company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
The subject matter of this transaction is Shanghai Ruili. Its property right is clear, and there is no mortgage, pledge or any other restriction on transfer, no litigation, arbitration or judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
3、 Pricing of related party transactions
For this foreign investment, the pre investment valuation of Shanghai Ruili is RMB 610 million, which is determined based on the appraisal report issued by Shanghai Dongzhou Asset Appraisal Co., Ltd., an appraisal institution in line with the provisions of the securities law, with June 30, 2021 as the benchmark date.
The value of all shareholders’ equity obtained by the market method is 610 million yuan, which is higher than the price of all shareholders’ equity calculated by the asset-based method
