On the evening of November 13, chip packaging and testing leader Changdian Technology (600584. SH) issued a number of announcements in a row. According to the announcement, four people in the company, including Chairman Gao Yonggang, resigned on the same day. The reason behind this may be due to the share transfer in March this year.

According to the announcement, after the parties complete the reorganization of the company's board of directors and board of supervisors, China Resources Co., Ltd. (hereinafter referred to as "China Resources Group") will become the actual controller of JCET. In the future, China Resources Group will own China Resources Micro (688396. SH) and Changdian Technology are two chip leaders.

Yan Xuefeng, a specially invited researcher at the China Institute of Mixed Ownership and Capital Management of Ocean University of China, said in an interview with a reporter from the China Times that the chip industry is a strategic, basic and leading industry for national economic and social development, and its status is very important. In industrial development, the role of capital cannot be ignored. In order to promote the high-quality development of China's chip industry and enhance global competitiveness, the investment of long-term capital, patient capital and strategic capital is crucial.

"Central enterprises can play a good role in the chip industry as long-term capital, patient capital, and strategic capital, which meets the requirements of the 'three concentrations' of state-owned capital. China Resources Group has spent a huge amount of money to acquire chip companies, which will not only help China Resources enhance its core functions and create a world-class enterprise, but also contribute to the high-quality development of China's chip industry and the improvement of global competitiveness. Yan Xuefeng added.

The chairman and four others resigned on the same day

Changdian Technology announced that on November 13, the company received written resignation reports from directors Gao Yonggang and Peng Jin. Gao Yonggang resigned as a director and chairman of the eighth board of directors; Peng Jin resigned as a director of the eighth board of directors. After their resignations, neither of them held any position in the company.

It is worth mentioning that in July 2023, Gao Yonggang also resigned from SMIC (688981. SH) Chairman, Executive Director and Chairman of the Nomination Committee of the Board of Directors.

Director Zhang Chunsheng resigned as a director of the eighth board of directors of the company and other related positions due to work reasons, and no longer held any position in the company after his resignation. According to the reorganization of the company's board of supervisors and work needs, Wang Yong, a non-employee representative supervisor, resigned as a supervisor of the company's eighth board of supervisors, and will no longer hold any position in the company after resignation. As Wang Yong's resignation will cause the number of members of the board of supervisors of JCET to fall below the legal minimum, the company will hold an extraordinary general meeting of shareholders on November 29, 2024 to consider the re-election of some of the company's supervisors and complete the reorganization of the board of supervisors.

Yan Xuefeng believes that the reorganization of the board of directors, as the core of corporate governance, is often accompanied by the change of major shareholders. The new major shareholder is in charge, and by nominating directors and even controlling the board of directors, the aim is to optimize the company's operations and achieve strategic adjustment. This process needs to be based on legal principles to ensure that the value of the company is maximized. What is particularly important is that the new major shareholder, as a central enterprise, needs to adhere to market-oriented and professional exercise of rights in the face of fully competitive listed company Changdian Technology. This move is not only related to the interests of the major shareholders themselves, but also carries the responsibility and responsibility for the future of the company.

Yu Fenghui, an economist and consultant of the Hong Kong Top 100 Research Center, pointed out to this reporter that senior management changes may have a certain impact on the company in the short term, especially in decision-making efficiency and team stability. However, as a mature enterprise, JCET should have a complete set of successor training mechanisms and emergency plans to ensure that daily operations are not affected. To ensure a smooth transition, companies may take measures such as strengthening internal communication, clarifying short-term goals, and being transparent externally to stabilize employee sentiment and market confidence.

China Resources will sit on two chip giants

In fact, in March this year, the major shareholders of Changdian Technology, the National Integrated Circuit Industry Investment Fund (hereinafter referred to as the "Big Fund") and the Chip Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as the "Core Semiconductor") signed the Share Transfer Agreement with Panshi Hong Kong Limited (hereinafter referred to as "Panshi Hong Kong") respectively, and the Big Fund and the Chip Semiconductor respectively held 174288926 shares (accounting for 9.74% of the total share capital of JCET) and 228833996 shares (accounting for 12.79% of the total share capital of JCET Technology) ) to Panshi Hong Kong or its affiliates.

On August 22, Big Fund and Silicon Semiconductor respectively signed the "Supplemental Agreement" with Panshi Hong Kong and Panshi Runqi (Shenzhen) Information Management Co., Ltd. (hereinafter referred to as "Panshi Runqi"), stipulating that the transferee of shares involved in the above transaction will be changed from Panshi Hong Kong to Panshi Runqi.

On November 13, Changdian Technology announced that the company's shareholders Da Fund and Chiplight Semiconductor's shares transferred to Panshi Runqi completed the share transfer on November 12, 2024, and Panshi Runqi became a shareholder of the company, holding 22.53% of the company's total share capital. According to the equity transfer agreement signed by both parties to the transaction, it is proposed to reorganize the company's board of directors and board of supervisors.

Before the share transfer, the shareholding ratios of large funds, core semiconductor and Panshi run enterprises were 13.24%, 12.79% and 0% respectively; After the share transfer, the shareholding ratios of the three companies are 3.50%, 0% and 22.53% respectively.

Changdian Technology said that after the parties complete the reorganization of the company's board of directors in accordance with the Share Transfer Agreement, Panshi Runqi will become the controlling shareholder of the company, and China Resources Group will become the actual controller of the company. As a result, China Resources will have two chip leaders, China Resources Micro and Changdian Technology.

As the vane of the domestic packaging and testing track, JCET reported good results in the first three quarters of 2024. According to the performance report, Changdian Technology achieved operating income of 24.978 billion yuan in the first three quarters, a year-on-year increase of 22.26%; The net profit attributable to the parent company was 1.076 billion yuan, a year-on-year increase of 10.55%.

As of the close of trading on November 14, the market value of Changdian Technology was 77.1 billion yuan, the market value of China Resources Micro was 70.7 billion yuan, and the total market value of the two companies was 147.8 billion yuan.

Yu Fenghui told this reporter that after China Resources Group becomes the owner, Changdian Technology is expected to obtain more capital, technology and management resources from central enterprises, which will directly enhance the company's capital strength and technical level. At the same time, as an enterprise with the background of a central enterprise, JCET may also enjoy more policy support, including tax incentives, project approval, etc., which will contribute to the company's in-depth development and market expansion in the field of chip packaging and testing.

Yan Xuefeng also pointed out that China Resources Group's acquisition of JCET will bring all-round resource support such as capital, channels and technology to the company, while enhancing brand credibility and increasing the convenience of financing and cooperation with government departments. JCET should actively seize the opportunity and make full use of these favorable conditions to promote the company's high-quality development.

Help the development of the domestic chip industry

The acquisition of Changdian Technology by China Resources Group marks the beginning of the merger and reorganization of central enterprises in the field of chips. This merger and acquisition will help the development of the domestic chip industry and realize resource integration and technological innovation.

Yu Fenghui believes that the merger and reorganization of central enterprises in the field of chips is not only a strategic adjustment at the enterprise level, but also a part of the country's strategic layout for the development of high-tech industries. This move is conducive to integrating the upstream and downstream resources of the domestic chip industry chain, forming a synergistic effect, and accelerating key technological breakthroughs, thereby enhancing China's competitiveness and voice in the global semiconductor industry.

After China Resources Group becomes the owner, how will JCET integrate resources to enhance its overall competitiveness and market position?

In this regard, Yu Fenghui emphasized that JCET can optimize supply chain management, reduce production costs, and improve product quality and service levels by sharing China Resources Group's technology platform and market network. At the same time, it can also take advantage of the international vision and experience of China Resources Group to strengthen international cooperation, introduce advanced technology and management mode, and further consolidate and expand its market position.

In the field of chip packaging and testing, technological innovation is the core competitiveness. How does JCET plan to increase technological innovation and promote industrial upgrading with the support of China Resources Group?

"Technological innovation is the key to the sustainable development of JCET. With the support of China Resources Group, the company can increase investment in R&D and set up a special fund to support the R&D and transformation of cutting-edge technologies. In addition, an open innovation system can be built by establishing joint laboratories and attracting high-end talents, so as to maintain technological leadership and promote the technological progress and industrial upgrading of the entire chip packaging and testing industry. Yu Fenghui added to this reporter.

According to public information, JCET was founded in 1998 and listed on the Shanghai Stock Exchange in 2003, the company is an integrated circuit manufacturing and technical service provider, the main business includes integrated circuit system integration, design simulation, technology development, product certification, wafer testing, wafer-level mid-channel packaging testing, system-level packaging testing, chip finished product testing, etc.

In addition, in the field of semiconductors, Haiguang Information (688041. SH), NAURA (002371. SZ), SMIC (688981. SH) and Huada Jiutian (301269.SZ) and other central state-owned listed companies have shown strong strength and influence. These companies not only occupy an important position in the domestic market, but also play a pivotal role in the global semiconductor industry.