Yangtze River Business Daily News ● Yangtze River Business Daily reporter Shen Yourong

Three directors resigned, JCET (600584. SH) will enter the era of China Resources.

On the evening of November 13, Changdian Technology announced that the company's board of directors received a written resignation report from Chairman Gao Yonggang and director Peng Jin, applying for resignation from all positions held in the company, and the reason for resignation was according to the reorganization of the company's board of directors and work needs. At the same time, Wang Yong, a supervisor of the company, also resigned due to the reorganization of the board of supervisors and work needs.

On the same day, Zhang Chunsheng, a director of the company, also applied for resignation.

The resignation of directors and supervisors stems from the reorganization of the board of directors and the board of supervisors, which is a previously agreed matter. On November 29, the company will hold an extraordinary general meeting of shareholders to consider the re-election of some directors of the company. The completion of these matters marks that China Resources has officially become the actual controller of JCET.

In March this year, Changdian Technology announced that through an agreement, China Resources spent about 11.691 billion yuan to acquire 22.53% of the equity of Changdian Technology, and then became the controlling shareholder and actual controller. At present, the equity transfer has been completed.

A reporter from the Yangtze River Business Daily found that with the acquisition of control of Changdian Technology, China Resources holds two chip giants. At present, Changdian Technology and China Resources Micro (688396. SH) has a total market capitalization of about 150 billion yuan.

The chairman of the board of directors will resign, and the board of directors will be reorganized

Three directors and one supervisor of JCET resigned.

According to the announcement, on November 13, the board of directors of Changdian Technology received a written resignation report from Gao Yonggang, director, chairman of the board of directors, and Peng Jin, director of the board of directors. Director Peng Jin resigned as a director of the eighth board of directors of the company and the relevant positions of the special committee under the board of directors, and no longer held any position in the company after his resignation.

Gao Yonggang, 60 years old, has served as the chief accountant of the Institute of Telecommunications Science and Technology, and the director of Datang Telecom Group Finance Co., Ltd. He is well-known in the capital market because he once served as the chairman of SMIC, a well-known wafer manufacturer. From March 2023 to the present, he has served as the chairman of JCET, and since his resignation, one year and nine months, the salary he will receive in JCET in 2023 is 559,500 yuan.

The

director who resigned on the same day was Zhang Chunsheng, who resigned from the director of the eighth board of directors of the company and the relevant positions of the special committee under the board of directors due to work reasons, and no longer held any position in the company after his resignation.

In the announcement, Changdian Technology said that Gao Yonggang, Zhang Chunsheng and Peng Jin fulfilled their duties and responsibilities during their tenure in the company, actively promoted the company's standardized operation, and played an important role in the company's deepening integration of overseas mergers and acquisitions, international operation and management, and the company's medium and long-term strategic planning, laying a solid foundation for the company to achieve high-quality development goals.

On the same day, due to the reorganization of the board of supervisors and work needs, Wang Yong, a supervisor of JCET, also resigned.

On November 13, JCET also issued a number of announcements, two of which were related to the resignation of the above-mentioned personnel. According to the announcement, on November 29, the company will hold an extraordinary general meeting of shareholders to consider the proposal of the board of directors on the re-election of some directors and the proposal of the board of supervisors on the re-election of some supervisors.

Another announcement shows that the previously disclosed equity transfer has been transferred. This is also the main reason for the reorganization of the board of directors and the board of supervisors.

On March 26 this year, Changdian Technology announced that the company's shareholders National Integrated Circuit Industry Investment Fund Co., Ltd. (hereinafter referred to as "Big Fund") and Silicon Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as "Core Semiconductor") signed the "Share Transfer Agreement" with Panshi Hong Kong Co., Ltd. (hereinafter referred to as "Panshi Hong Kong") on the same day, and the two transferred 9.74% and 12.79% of the shares to Panshi Hong Kong respectively, with a transfer price of 29 yuan per share, with a total price of 11.691 billion yuan.

After the completion of this transaction, Panshi Hong Kong will hold 22.54% of the shares of JCET, and the controlling shareholder of Panshi Hong Kong is China Resources Group, which indirectly holds 22.54% of the company's shares. The actual controller of China Resources Group is China Resources.

This means that China Resources spent 11.691 billion yuan to obtain control of Changdian Technology, and according to the previous equity transfer, after the completion of the above-mentioned equity transfer, China Resources will reorganize the board of directors and the board of supervisors.

With the completion of the reorganization of the board of directors and the board of supervisors, China Resources will officially take actual control of JCET.

The two chip giants earned a total of 1.575 billion in the first three quarters

With the completion of the actual control of Changdian Technology, China Resources will hold two chip giants.

According to public information, the history of Changdian Technology can be traced back to 1972, formerly known as Jiangyin Transistor Factory. In 1988, Wang Xinchao was transferred to the factory as secretary of the party branch and first deputy director. In 1995, the factory was restructured into Jiangsu Changdian Technology Co., Ltd., and Wang Xinchao became the chairman and CEO of Changdian Technology, officially entering the field of semiconductor packaging and testing. In September 2018, Wang Xinchao resigned as CEO of JCET and ceased to be the chairman of the board of directors from April 2019.

In the past, Changdian Technology was in a state of no actual controller, and the acquisition of China Resources ended this state.

China Resources also has a well-known chip company, China Resources Micro, in which China Resources actually holds 66.56% of its shares. CR Micro is principally engaged in the design, production and sales of power semiconductors, intelligent sensors and intelligent control products, as well as the provision of manufacturing services such as open wafer fabrication, packaging and testing. In the first half of this year, the company's packaging and testing business revenue was 593 million yuan, accounting for 12.46% of the operating income.

JCET is mainly engaged in the packaging and testing of integrated circuits and discrete devices, as well as the chip design and manufacturing of discrete devices, and chip packaging and testing is the company's core business.

From the business point of view, the two chip companies have the problem of competition in the same industry in the packaging and testing business.

According to the previous announcement, in order to regulate and solve the problem of intra-industry competition, Panshi Hong Kong, its controlling shareholder China Resources Group and the actual controller China Resources issued the "Letter of Commitment on Avoiding Intra-industry Competition". CR Group undertakes to resolve the business overlap and potential competition between the company and its controlled enterprises (except JCET and its controlled enterprises) and JCET and its controlled enterprises in accordance with legal procedures within five years after the completion of this transaction, including but not limited to custody, asset restructuring, suspension of relevant business by one party, adjustment of product structure, establishment of joint ventures, etc., in order to meet the regulatory requirements on intra-industry competition.

The two major chip companies have strong market competitiveness. In the first three quarters of this year, CR Micro's operating income and net profit attributable to shareholders of the parent company (hereinafter referred to as "net profit") were 7.472 billion yuan and 499 million yuan, down 0.77% and 52.72% year-on-year; Changdian Technology's operating income and net profit were 24.978 billion yuan and 1.076 billion yuan respectively, a year-on-year increase of 22.76% and 10.55%. In the first three quarters, the total net profit of the two companies was 1.575 billion yuan.

At present, the total market value of the two companies is about 150 billion yuan.

Editor-in-charge: ZB