Shanghai Stock Exchange STAR Market (Sci-Tech Innovation Board) · Filed 2025-12-29 · Full English Translation
CXMT Corporation is China's leading domestic manufacturer of DRAM memory chips, producing DDR4/DDR5 and LPDDR4X/LPDDR5 products for PCs, servers, and mobile devices from its fabs in Hefei and Beijing.
Revenue grew sharply from $114M in 2022 to $333M in 2024, with first-half 2025 revenue reaching $213M. The company has not yet achieved profitability, posting net losses of $125M (2022), $265M (2023), $125M (2024), and $56M (H1 2025). Gross margins have improved steadily from -3.1% in 2022 to 13% in H1 2025 as capacity scales up. Cumulative accumulated losses stand at approximately $564M as of June 30, 2025. Total assets are approximately $4B, with cash of $592M.
CXMT is raising approximately $407M (RMB 29.5B) on the Shanghai Stock Exchange STAR Market, offering roughly 10% of post-IPO shares. The largest shareholder is Qinghui Jidian at 21.67%; there is no controlling shareholder or single controlling party. Proceeds will fund production line upgrades, new capacity construction, and R&D.
The three biggest risks are: persistent unprofitability with massive ongoing capital requirements and depreciation drag as new fabs ramp; severe DRAM price cyclicality (prices swung -44% in 2023 then +55% in 2024); and supply chain vulnerability to US-led export controls and geopolitical restrictions on semiconductor equipment and materials.
| Period | Revenue | Net Profit | Gross Margin |
|---|---|---|---|
| 2022 | $1.1B | $-1.3B | -3.13% |
| 2023 | $1.3B | $-2.7B | -1.93% |
| 2024 | $3.3B | $-1.2B | 5.58% |
| 2025H1 | $2.1B | $-564M | 13.0% |
| Date | Total Assets | Total Liabilities | Equity |
|---|---|---|---|
| 2022-12-31 | $20.4B | $11.5B | $8.9B |
| 2023-12-31 | $26.6B | $17.6B | $9.0B |
| 2024-12-31 | $37.5B | $23.1B | $14.4B |
| 2025-06-30 | $40.0B | $23.1B | $16.9B |
| Project | Amount (USD) | Focus |
|---|---|---|
| Memory Wafer Manufacturing Production Line Technology Upgrade and Renovation Project | $1.0B | Upgrade and retrofit existing memory wafer manufacturing production lines to improve production capacity and manufacturing process technology level, accelerate DRAM capacity construction and upgrade, enhance market competitiveness; implemented by issuer's subsidiaries |
| DRAM Memory Technology Upgrade Project | $1.8B | Upgrade DRAM memory technology to advance process technology platform, improve product performance, reduce unit costs, expand production scale, and strengthen core competitiveness; total project investment is 18,000 million RMB with 13,000 million RMB from raised funds; implemented by issuer's subsidiaries |
| Dynamic Random Access Memory Forward-Looking Technology Research and Development Project | $1.2B | Conduct frontier technology research and development for next-generation DRAM products, continuously iterate process technology, maintain technology leadership, enhance autonomous innovation capability, and improve the company's risk resistance; implemented by the issuer itself |
(No. 388 Xingye Avenue, Airport Industrial Park, Hefei Economic and Technological Development Zone, Anhui Province)
China International Capital Corporation Limited (CICC) Floors 27 and 28, Tower 2, China World Trade Center, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing
**STAR Market Investment Risk Notice:** Following this offering, the shares are intended to be listed on the STAR Market, which carries relatively high investment risks. STAR Market companies are characterized by large R&D expenditures, high operating risks, unstable performance, and high delisting risks. Investors face substantial market risks. Investors should fully understand the investment risks of the STAR Market and the risk factors disclosed by this company, and make investment decisions prudently.
**Statement:** The Company's issuance application is still subject to the applicable procedures of the Shanghai Stock Exchange and the China Securities Regulatory Commission. This Prospectus (Filing Draft) does not have legal effect for the purpose of issuing shares and is for preliminary disclosure only. Investors should rely on the formally announced prospectus as the basis for investment decisions.
Any decision or opinion made by the China Securities Regulatory Commission or the Shanghai Stock Exchange regarding this offering does not constitute a guarantee of the authenticity, accuracy, or completeness of the issuer's registration application documents and disclosed information, nor does it constitute a substantive judgment or guarantee regarding the issuer's profitability, investment value, or returns to investors. Any statement to the contrary is a false and misleading representation.
In accordance with the provisions of the Securities Law, after shares are lawfully issued, changes in the issuer's operations and earnings are the issuer's own responsibility. Investors independently assess the investment value of the issuer, make their own investment decisions, and bear on their own the investment risks arising from changes in the issuer's operations and earnings or fluctuations in share prices following the lawful issuance of shares.
#### (I) Enhancing the Company's R&D and Innovation Capabilities, Accelerating Technology Iteration and Improvement of Product Coverage
Since its establishment, the Company has consistently focused on the research and development, design, production, and sale of DRAM products. The DRAM industry undergoes rapid technology iteration; products such as DDR5 and LPDDR5/5X are currently accelerating their penetration into downstream markets. Technology and product first-mover advantages, continuous R&D investment, and efficient technology iteration capability are crucial for the Company in building market competitiveness. At the same time, the integrated circuit industry is a typical talent-intensive industry, and attracting and retaining top talent is a prerequisite for the sustained development of the industry and the Company. This offering and listing will, on the one hand, effectively enhance the Company's capacity for sustained R&D investment through fundraising, and on the other hand, enhance its brand influence, attract world-class talent to join the Company, and strengthen the technical innovation capabilities of its R&D team.
#### (II) Accelerating Capacity Construction and Upgrade, Enhancing the Company's Market Competitiveness and Profitability
The Company's production capacity already ranks first in China and fourth globally, but there is still a gap compared to the top three international leading manufacturers in the DRAM industry, and the capacity scale is also far below the enormous domestic market demand. As the fundraising investment projects from this listing advance steadily, the Company will accelerate process upgrades, thereby achieving lower unit costs, stronger market competitiveness and profitability, more effectively meeting the robust demand from global downstream markets in the future, and helping the Company occupy a more favorable position in the global DRAM market.
#### (III) Capturing Broad Market Growth Opportunities, Accelerating Market Expansion and Driving Industrial Development
The integrated circuit industry is a strategic, foundational, and pioneering industry supporting economic and social development, and is a key force leading the new round of technological revolution and industrial transformation. As a strategically foundational product in the integrated circuit industry, DRAM is one of the core chips of the digital economy era and an important cornerstone of national information infrastructure strategic security. China is a major global DRAM consumption market, but the self-sufficiency rate of domestically branded DRAM products remains relatively low, with broad room for future development.
After years of development, the Company has broken through key core DRAM technologies and successfully achieved independent R&D, design, and commercial mass production of products, filling the long-standing gap in Mainland China's DRAM products in the global market. This offering and listing can effectively accelerate the Company's capacity scale construction, process technology upgrades, improvement of product coverage, and optimization of product performance, thereby enhancing the Company's supply security capability for enormous market demand, and supporting China's information infrastructure construction and development of new productive forces.
…to contribute to safeguarding national information and industrial security and building a modern national industrial system.
As the leading enterprise in China's DRAM industry, this offering and listing will not only promote the Company's own high-quality development, but will also effectively drive the coordinated development of related enterprises in the core segments of the industrial chain, including "memory chip design companies, EDA vendors, semiconductor materials manufacturers, semiconductor equipment and components manufacturers, module manufacturers, and downstream terminal application manufacturers," further enhancing the comprehensive strength of China's integrated circuit industry chain and advancing China's integrated circuit industry to a higher level.
#### (IV) Improving Corporate Governance and Continuously Enhancing Core Competitiveness, Continuously Creating Long-term Value for Shareholders
During the reporting period, the Company achieved continuous growth in operating revenue and rapid narrowing of net losses, driven by its continuously optimized product mix, iteratively improved process technology, increasingly mature operational capabilities, and broad market recognition. After the completion of this offering and listing, the Company will leverage the listing platform and improved governance structure to further capitalize on its technological, product, market, and organizational management advantages, continuously enhance core competitiveness, and create long-term value returns for the Company's shareholders.
Since its founding, the Company has been committed to establishing and improving a modern corporate system. Since converting to a joint-stock company, the Company has established a governance structure consisting of the shareholders' meeting, the board of directors (including independent directors), various special committees, and the executive management team. It has also separately formulated relevant rules of procedure, stipulating the duties and authorities of independent directors and the board secretary, forming a modern corporate system that meets the requirements of laws, regulations, and normative documents such as the Company Law, the Securities Law, and the Listing Rules. At the same time, the Company, with a focus on long-term sustainable development, has formulated clear profit distribution plans and shareholder return plans, and has taken concrete measures to safeguard the interests of the Company and minority shareholders.
The use of proceeds from this offering will revolve around the Company's main business, and will be primarily used for the Memory Wafer Manufacturing Production Line Technology Upgrade and Transformation Project, the DRAM Memory Technology Upgrade Project, and the Dynamic Random Access Memory Forward-Looking Technology Research and Development Project. These represent an expansion and extension of the Company's existing business based on the characteristics of its stage of business development and the requirements of technology R&D and innovation. They are an inevitable requirement for the Company to further improve its technological and R&D capabilities, as well as an important measure for the Company to continuously deepen process technology development and accumulation, continuously explore frontier technologies, and enhance core competitiveness.
Since its establishment, the Company has been committed to the R&D, design, production, and sale of DRAM products, and has now developed into China's largest, most technologically advanced, and most comprehensively positioned integrated DRAM R&D, design, and manufacturing enterprise. The Company has achieved certain economies of scale and continues to carry out technology iteration and capacity construction, while maintaining continued technological leadership through continuous independent R&D innovation. The Company's business development prospects are favorable, its finances are sound, and it has strong going concern capabilities.
The Company will uphold its mission of "empowering the information society with memory technology and improving human life," adhere to high-level technology R&D, continuously accumulate and expand process and product technology, consolidate core technology foundations, accelerate capacity layout and construction, expand a diversified product portfolio, continuously strengthen the talent pipeline and operational management system, and ultimately realize the development vision of "becoming a semiconductor memory company with leading technology and commercial success."
| Item | Details | |---|---| | Type of shares to be issued | RMB-denominated ordinary shares (A Shares) | | Number of shares to be issued | No more than 1,062,225.9999 万 shares (ten thousand shares) of RMB-denominated ordinary shares (A Shares) to be publicly issued in this offering (before exercise of the overallotment option), representing no less than 10% of the Company's total share capital after the offering. This offering does not involve any public sale of shares by existing shareholders of the Company. The Company and the lead underwriter may exercise the overallotment option; the number of shares issued through the overallotment option shall not exceed 15% of the number of shares issued in this offering. | | Par value per share | RMB 1.00 | | Issuance price per share | RMB 【】 | | Expected issuance date | 【】Year 【】Month 【】Day | | Intended stock exchange and board | Shanghai Stock Exchange STAR Market | | Total share capital after the offering | No more than 7,081,505.7468 万 shares (before exercise of the overallotment option) | | Sponsor (Lead Underwriter) | China International Capital Corporation Limited (中国国际金融股份有限公司); China Securities Co., Ltd. (中信建投证券股份有限公司) | | Prospectus signing date | 【】Year 【】Month 【】Day |
Declaration ……………………………………………………………………………………………………………………1 Statement to Investors …………………………………………………………………………………………………2 I. Purpose of the Issuer's Listing……………………………………………………………………………………2 II. Status of Establishment and Improvement of the Issuer's Modern Corporate System…………3 III. Necessity of the Issuer's Current Financing and Plans for Use of Proceeds……………………3 IV. The Issuer's Ability to Continue as a Going Concern and Future Development Plans…………4 Overview of This Offering ……………………………………………………………………………………………5 Table of Contents ……………………………………………………………………………………………………………6 **Section 1 Definitions** …………………………………………………………………………………………………10 I. General Definitions……………………………………………………………………………………………………10 II. Technical Definitions …………………………………………………………………………………………………14 **Section 2 Overview** ………………………………………………………………………………………………………17 I. Notice of Material Matters …………………………………………………………………………………………17 II. Information on the Issuer and Intermediaries …………………………………………………………21 III. Overview of This Offering ……………………………………………………………………………………22 IV. Overview of the Issuer's Main Business …………………………………………………………………23 V. The Issuer Meets the STAR Market Positioning Requirements ………………………………25 VI. Key Financial Data and Financial Indicators of the Issuer …………………………………26 VII. Main Operating Conditions After the Audit Cut-Off Date of the Financial Report ……27 VIII. Specific Listing Standards Selected by the Issuer …………………………………………………27 IX. Important Matters such as Special Governance Arrangements of the Issuer …………30 X. Use of Proceeds and Future Development Plans ……………………………………………………30 XI. Other Matters that Have Material Impact on the Issuer ………………………………………30 **Section 3 Risk Factors** ………………………………………………………………………………………………31 I. Risks Related to the Issuer …………………………………………………………………………………………31 II. Risks Related to the Industry ………………………………………………………………………………………34 III. Other Risks …………………………………………………………………………………………………………………35 **Section 4 Basic Information on the Issuer** ……………………………………………………………36
I. Basic Information on the Issuer …………………………………………………………………………………36 II. Establishment of the Issuer and Changes in Share Capital and Shareholders During the Reporting Period …………………………………………………………………………………………………………36 III. Important Events Since the Issuer's Establishment (Including Major Asset Restructurings During the Reporting Period) ……………………………………………………………………………………60 IV. Listing or Registration of the Issuer on Other Securities Markets …………………………60 V. Shareholding Structure of the Issuer ………………………………………………………………………60 VI. Information on Important Subsidiaries, Other Subsidiaries, and Associates of the Issuer …60 VII. Basic Information on Major Shareholders Holding 5% or More of the Issuer's Shares and Actual Controllers …………………………………………………………………………………………………74 VIII. Special Voting Rights Shares or Similar Arrangements of the Issuer …………………80 IX. Contractual Control Structure of the Issuer …………………………………………………………80 X. Share Capital of the Issuer …………………………………………………………………………………………80 XI. Information on Directors, Supervisors, Senior Management, and Core Technical Personnel …………………………………………………………………………………………………………………91 XII. Equity Incentive and Other Institutional Arrangements and Execution of the Issuer ……105 XIII. Employees and Social Security of the Issuer ………………………………………………………109 **Section 5 Business and Technology** ……………………………………………………………………111 I. Main Business, Major Products and Services of the Issuer ………………………………111 II. Basic and Competitive Conditions of the Industry in Which the Issuer Operates ……121 III. Industry Position and Competitive Advantages and Disadvantages of the Issuer ……140 IV. Sales and Major Customers of the Issuer ………………………………………………………………146 V. Procurement and Major Suppliers of the Issuer …………………………………………………147 VI. Major Fixed Assets and Intangible Assets of the Issuer …………………………………150 VII. Franchise Operations and Relevant Qualifications Obtained by the Issuer …………155 VIII. Core Technology and R&D of the Issuer …………………………………………………………156 IX. Safety Production and Environmental Protection of the Issuer …………………………164 X. Overseas Operations of the Issuer ………………………………………………………………………165 **Section 6 Financial and Accounting Information and Management Analysis** ………166 I. Financial Statements …………………………………………………………………………………………………166 II. Audit Opinion and Key Audit Matters of the Accounting Firm …………………………171 III. Criteria for Judging Materiality Levels Related to Financial Accounting Information ……174 IV. Basis for Preparation of Financial Statements and Scope of Consolidated Financial Statements …………………………………………………………………………………………………………………174 V. Important Accounting Policies and Accounting Estimates ………………………………176
VI. Schedule of Non-Recurring Profit and Loss Verified by Registered Accountants …200 VII. Main Tax Categories, Tax Rates, and Tax Preferences …………………………………201 VIII. Key Financial Indicators of the Issuer ……………………………………………………………205 IX. Analysis of Operating Results …………………………………………………………………………207 X. Asset Quality Analysis ……………………………………………………………………………………………230 XI. Analysis of Solvency, Liquidity, and Going Concern Ability ………………………248 XII. Major Capital Expenditures, Major Asset and Business Restructurings, and Other Matters …………………………………………………………………………………………………………………262 XIII. Post-Balance Sheet Date Events, Contingencies, Other Important Matters, and Major Guarantees, Litigation, and Other Matters ………………………………………………………………263 XIV. Profit Forecast Report ………………………………………………………………………………………263 XV. Main Financial Information and Operating Conditions After the Audit Cut-Off Date of the Financial Report ……………………………………………………………………………………………263 **Section 7 Use of Proceeds and Future Development Plans** ………………………………267 I. Overview of the Use of Proceeds …………………………………………………………………………267 II. Necessity and Feasibility of Implementing the Fundraising Investment Projects ……268 III. Future Development Plans of the Issuer …………………………………………………………271 **Section 8 Corporate Governance and Independence** ………………………………………274 I. Deficiencies in the Issuer's Corporate Governance During the Reporting Period and Improvement Measures …………………………………………………………………………………………274 II. Internal Control Conditions ……………………………………………………………………………………274 III. Violations and Penalties, Supervisory Measures, Disciplinary Actions, or Self-Regulatory Measures Received by the Issuer During the Reporting Period …………………275 IV. Occupation of the Issuer's Funds by Major Shareholders and Other Enterprises Under Their Control, and Guarantees Provided by the Issuer on Their Behalf ……………………275 V. The Issuer's Ability to Independently and Sustainably Operate Directly in the Market …275 VI. Competition in the Same Industry …………………………………………………………………………277 VII. Related Parties and Related Relationships …………………………………………………………277 VIII. Related-Party Transactions …………………………………………………………………………………281 **Section 9 Investor Protection** ……………………………………………………………………………290 I. Distribution Arrangements for Retained Earnings Before the Completion of This Offering and Decision-Making Procedures Already Fulfilled ………………………………………290 II. Dividend Distribution Policy of the Issuer …………………………………………………………290 III. Special Voting Rights Shares, Contractual Control Structures or Similar Special Arrangements, Situations of Not Yet Profitable or Accumulated Unrecouped Losses
…and Investor Protection Measures …………………………………………………………………………294 **Section 10 Other Important Matters** ……………………………………………………………………295 I. Material Contracts ………………………………………………………………………………………………………295 II. External Guarantees ………………………………………………………………………………………………297 III. Major Litigation or Arbitration …………………………………………………………………………………297 **Section 11 Declarations** ……………………………………………………………………………………………298 I. Declarations by All Directors, Audit Committee Members, and Senior Management of the Issuer ……………………………………………………………………………………………………………………298 II. Declaration by the Issuer's Largest Shareholder …………………………………………………300 III. Declaration by the Sponsor (Lead Underwriter) …………………………………………………301 III. Declaration by the Sponsor (Lead Underwriter) …………………………………………………304 IV. Declaration by the Issuer's Lawyer ……………………………………………………………………306 V. Declaration by the Accounting Firm ……………………………………………………………………307 VI. Declaration by the Capital Verification Accounting Firm ……………………………………308 VII. Declaration by the Valuation Institution …………………………………………………………309 **Section 12 Appendices** ……………………………………………………………………………………………310 I. Documents Available for Inspection ……………………………………………………………………310 II. Location and Time for Document Inspection ………………………………………………………310 III. Basic Information on New Shareholders Added in the Twelve Months Prior to Filing …311 IV. Arrangements for Implementing Investor Relations Management Regulations, Dividend Distribution Decision-Making Procedures, and Status of Establishment of Shareholder Voting Mechanisms …………………………………………………………………………………313 V. Commitments Related to Investor Protection …………………………………………………316 VI. Other Commitment Matters Related to This Offering and Listing Made by the Issuer and Other Responsible Parties ………………………………………………………………………337 VII. Establishment, Improvement, and Operation of the Shareholders' Meeting, Board of Directors, Audit Committee, Independent Directors, and Board Secretary Systems ……340 VIII. Description of the Establishment of the Audit Committee and Other Special Committees ………………………………………………………………………………………………………………341 IX. Company Intangible Assets …………………………………………………………………………………343 X. Employee Share Ownership Platform ……………………………………………………………………357 XI. Specific Details of the Use of Proceeds ………………………………………………………………362
In this Prospectus, unless the context otherwise requires, the following abbreviations and terms have the following meanings:
| Term | | Definition | |---|---|---| | CXMT, the Company, the Issuer | refers to | CXMT Corporation (长鑫科技集团股份有限公司) | | Ruili Integrated | refers to | Ruili Integrated Circuit Co., Ltd. (睿力集成电路有限公司), predecessor of the Issuer | | Hefei Zhiju | refers to | Hefei Zhiju Integrated Circuit Co., Ltd. (合肥智聚集成电路有限公司), predecessor of the Issuer | | Group Company | refers to | The Company and its controlling subsidiaries and branches within the scope of its consolidated financial statements | | Changxin Storage | refers to | ChangXin Memory Technologies Co., Ltd. (长鑫存储技术有限公司) | | Changxin Xinqiao | refers to | Changxin Xinqiao Memory Technologies Co., Ltd. (长鑫新桥存储技术有限公司) | | Changxin Jidian | refers to | Changxin Jidian (Beijing) Memory Technologies Co., Ltd. (长鑫集电（北京）存储技术有限公司) | | Changxin Hong Kong | refers to | ChangXin Memory Technologies (Hong Kong) Co., Ltd. (长鑫存储技术（香港）有限公司) | | Changxin Kefu | refers to | Hefei Changxin Technology Service Co., Ltd. (合肥长鑫科技服务有限公司) | | Jiuxin Technology | refers to | Beijing Jiuxin Technology Co., Ltd. (北京久芯科技有限公司) | | Changxin Japan | refers to | ChangXin Memory Technologies ジャパン株式会社 | | Changxin Xi'an | refers to | ChangXin Memory Technologies (Xi'an) Co., Ltd. (长鑫存储技术（西安）有限公司) | | Changxin Xinjü | refers to | Changxin Xinjü Equity Investment (Anhui) Co., Ltd. (长鑫芯聚股权投资（安徽）有限公司) | | Qihang Xinrui | refers to | Anhui Qihang Xinrui Private Equity Fund Management Co., Ltd. (安徽启航鑫睿私募基金管理有限公司) | | Changxin Xinyuan | refers to | Changxin Xinyuan Equity Investment (Anhui) Co., Ltd. (长鑫芯元股权投资（安徽）有限公司) | | Changxin Technology Hefei | refers to | ChangXin Memory Science & Technology (Hefei) Co., Ltd. (长鑫存储科技（合肥）有限公司) | | Changxin Products Hefei | refers to | ChangXin Memory Products (Hefei) Co., Ltd. (长鑫存储产品（合肥）有限公司) | | Changxin Jidian Technology | refers to | Changxin Jidian Technology (Beijing) Co., Ltd. (长鑫集电科技（北京）有限公司) | | Changxin Jidian Semiconductor | refers to | Changxin Jidian Semiconductor (Beijing) Co., Ltd. (长鑫集电半导体（北京）有限公司) | | Changxin Minke | refers to | Changxin Minke Memory Technologies (Shanghai) Co., Ltd. (长鑫闵科存储技术（上海）有限公司) | | Anhui New Generation | refers to | Anhui Province New Generation Information Technology Industry Fund Partnership Enterprise (Limited Partnership) (安徽省新一代信息技术产业基金合伙企业（有限合伙）) | | Qihang Chuangxin | refers to | Hefei Qihang Chuangxin Fund Partnership Enterprise (Limited Partnership) (合肥启航创芯基金合伙企业（有限合伙）) | | Changxin Xinda | refers to | Changxin Xinda Enterprise Management (Hefei) Co., Ltd. (长鑫芯达企业管理（合肥）有限公司) | | Changxin Xin'an | refers to | Changxin Xin'an (Hefei) Enterprise Management Partnership (Limited Partnership) (长鑫芯安（合肥）企业管理合伙企业（有限合伙）) | | Changxin Shenxin | refers to | Changxin Shenxin Technology (Shenzhen) Co., Ltd. (长鑫深芯科技（深圳）有限公司) | | Changxin Xinrui | refers to | Changxin Xinrui Memory Technologies (Beijing) Co., Ltd. (长鑫芯瑞存储技术（北京）有限公司) | | Changxin Huixin | refers to | Changxin Huixin Trading (Hefei) Co., Ltd. (长鑫汇芯贸易（合肥）有限公司) | | Changxin Huixin Beijing | refers to | Changxin Huixin Trading (Beijing) Co., Ltd. (长鑫汇芯贸易（北京）有限公司) | | Hefei Caiju | refers to | Hefei Caiju Technology Co., Ltd. (合肥才聚科技有限公司) |
| Term | | Definition | |---|---|---| | Changxin Integrated | refers to | Hefei Changxin Integrated Circuit Co., Ltd. (合肥长鑫集成电路有限责任公司) | | Xinrui Investment | refers to | Hefei Xinrui Investment Co., Ltd. (合肥芯睿投资有限责任公司) | | Qinghui Jidian, Shixi Jidian | refers to | Hefei Qinghui Jidian Enterprise Management Partnership (Limited Partnership) (合肥清辉集电企业管理合伙企业（有限合伙）) and its predecessor Hefei Shixi Jidian Enterprise Management Partnership (Limited Partnership) (合肥石溪集电企业管理合伙企业（有限合伙）) | | Qinghui Changxin | refers to | Hefei Qinghui Changxin Enterprise Management Partnership (Limited Partnership) (合肥清辉长鑫企业管理合伙企业（有限合伙）) | | Hefei Jixin | refers to | Hefei Jixin Enterprise Management Partnership (Limited Partnership) (合肥集鑫企业管理合伙企业（有限合伙）) | | Big Fund Phase II | refers to | National Integrated Circuit Industry Investment Fund Phase II Co., Ltd. (国家集成电路产业投资基金二期股份有限公司) | | Sanchong Yichuang | refers to | Anhui Province Sanchong Yichuang Industrial Development Fund Co., Ltd. (安徽省三重一创产业发展基金有限公司) | | GigaDevice | refers to | GigaDevice Semiconductor Inc. (兆易创新科技集团股份有限公司) | | CCB International | refers to | CCB International (Shenzhen) Investment Co., Ltd. (建银国际（深圳）投资有限公司) | | ABC Investment | refers to | ABC Financial Asset Investment Co., Ltd. (农银金融资产投资有限公司) | | Guoshou Investment | refers to | China Life Investment Insurance Asset Management Co., Ltd. (国寿投资保险资产管理有限公司), formerly known as China Life Investment Holdings Co., Ltd. (国寿投资控股有限公司) | | CMB Yunting | refers to | Shenzhen CMB Yunting Growth Equity Investment Fund Partnership (Limited Partnership) (深圳市招银云亭成长股权投资基金合伙企业（有限合伙）) | | CMSC Investment | refers to | China Merchants Securities Investment Co., Ltd. (招商证券投资有限公司) | | Zhong'an Zhaoshang Fund | refers to | Chizhou Zhong'an Zhaoshang Equity Investment Partnership (Limited Partnership) (池州中安招商股权投资合伙企业（有限合伙）) | | Anhui Jiaokong | refers to | Anhui Jiaokong Zhaoshang Industrial Investment Fund (Limited Partnership) (安徽交控招商产业投资基金（有限合伙）) | | Haitong Huiyin | refers to | Hefei Haitong Huiyin Equity Investment Partnership (Limited Partnership) (合肥市海通徽银股权投资合伙企业（有限合伙）) | | Tianjin Haihe | refers to | Tianjin Haihe Rongze Equity Investment Fund Partnership (Limited Partnership) (天津海河融泽股权投资基金合伙企业（有限合伙）) | | CICC Gongying | refers to | CICC Gongying Qijiang (Shanghai) Science and Technology Innovation Equity Investment Fund Partnership (Limited Partnership) (中金共赢启江（上海）科创股权投资基金合伙企业（有限合伙）) | | Hubei Xiaomi | refers to | Hubei Xiaomi Yangtze River Industrial Fund Partnership (Limited Partnership) (湖北小米长江产业基金合伙企业（有限合伙）) | | Beijing Junlian | refers to | Beijing Junlian Shengyuan Equity Investment Partnership (Limited Partnership) (北京君联晟源股权投资合伙企业（有限合伙）) | | Anhui Province Investment | refers to | Anhui Province Investment Group Holdings Co., Ltd. (安徽省投资集团控股有限公司) | | Wuhu Xingyuan | refers to | Wuhu Xingyuan Foundation Stone Equity Investment Partnership (Limited Partnership) (芜湖星原基石股权投资合伙企业（有限合伙）) | | State-owned Capital Adjustment Fund | refers to | China State-Owned Enterprise Structural Adjustment Fund Co., Ltd. (中国国有企业结构调整基金股份有限公司) | | Country Garden Ventures | refers to | Haikou Country Garden Ventures Technology Co., Ltd. (海口市碧桂园创投科技有限公司) | | Ningbo Yanchuang | refers to | Ningbo Yanchuang Dexin Venture Investment Partnership (Limited Partnership) (宁波燕创德鑫创业投资合伙企业（有限合伙）) | | Anhui Guarantee Group | refers to | Anhui Credit Financing Guarantee Group Co., Ltd. (安徽省信用融资担保集团有限公司) | | Anhua Innovation | refers to | Anhui Anhua Innovation Phase V Risk Investment Partnership (Limited Partnership) (安徽安华创新五期风险投资合伙企业（有限合伙）) | | Anyuan Xingyida | refers to | Anhui Anyuan Xingyida Investment Fund Partnership (Limited Partnership) (安徽安元星亿达投资基金合伙企业（有限合伙）) | | Jiaxing Hengxu | refers to | Jiaxing Hengxu Junsui Equity Investment Partnership (Limited Partnership) (嘉兴恒旭隽睿股权投资合伙企业（有限合伙）) | | Midea Investment | refers to | Midea Investment Co., Ltd. (美的投资有限公司) | | Qingdao Langge | refers to | Qingdao Langge Digital Technology Industrial Investment Fund Partnership (Limited Partnership) (青岛朗格数科产业投资基金合伙企业（有限合伙）) | | Orient Asset Management | refers to | China Orient Asset Management Co., Ltd. (中国东方资产管理股份有限公司) | | PICC Chuangchuang | refers to | PICC Chuangchuang Equity Investment Fund (Shanghai) Center (Limited Partnership) (人保科创股权投资基金（上海）中心（有限合伙）) |
| Term | | Definition | |---|---|---| | CCB Linghang | refers to | CCB Linghang Strategic Emerging Industry Development Fund (Limited Partnership) (建信领航战略性新兴产业发展基金（有限合伙）) | | China Post Life | refers to | China Post Life Insurance Co., Ltd. (中邮人寿保险股份有限公司) | | Huaxin Ketai | refers to | Hefei Huaxin Ketai Integrated Circuit Investment Partnership (Limited Partnership) (合肥华芯科泰集成电路投资合伙企业（有限合伙）) | | Sunshine Life | refers to | Sunshine Life Insurance Co., Ltd. (阳光人寿保险股份有限公司) | | Yunfeng Zhuoyue | refers to | Hainan Yunfeng Zhuoyue Private Equity Investment Fund Center (Limited Partnership) (海南云锋卓越私募股权投资基金中心（有限合伙）) | | Qianhai Fangzhou | refers to | Jiaozuo Qianhai Fangzhou Semiconductor Investment Fund Partnership (Limited Partnership) (焦作前海方舟半导体投资基金合伙企业（有限合伙）) | | Xingqi Daohe | refers to | Ningbo Meishan Bonded Port Area Xingqi Daohe Equity Investment Partnership (Limited Partnership) (宁波梅山保税港区星棋道和股权投资合伙企业（有限合伙）) | | PICC Capital | refers to | PICC Capital Insurance Asset Management Co., Ltd. (人保资本保险资产管理有限公司) | | Ningbo Junhe | refers to | Ningbo Junhe Tongcheng Equity Investment Partnership (Limited Partnership) (宁波君和同诚股权投资合伙企业（有限合伙）) | | Beijing Fengyi | refers to | Beijing Fengyi Enterprise Management Consulting Partnership (Limited Partnership) (北京峰益企业管理咨询合伙企业（有限合伙）) | | Harmony Health | refers to | Harmony Health Insurance Co., Ltd. (和谐健康保险股份有限公司) | | Alibaba Network | refers to | Alibaba (China) Network Technology Co., Ltd. (阿里巴巴（中国）网络技术有限公司) | | Xinxin Jiayuan | refers to | Guangdong Xinxin Jiayuan Equity Investment Partnership (Limited Partnership) (广东鑫芯家园股权投资合伙企业（有限合伙）) | | Xinxin Lirun | refers to | Hefei Xinxin Lirun Technology Partnership (Limited Partnership) (合肥鑫芯励润科技合伙企业（有限合伙）) | | Gamcier | refers to | Gamcier Pte Ltd | | Glades View | refers to | Glades View Investment Pte. Ltd | | Shenzhen Toukon | refers to | Shenzhen Toukon Xinchen Private Venture Investment Fund Partnership (Limited Partnership) (深圳投控芯辰私募创业投资基金合伙企业（有限合伙）) | | Xinxin Jidian | refers to | Hefei Xinxin Jidian Equity Investment Partnership (Limited Partnership) (合肥芯鑫集电股权投资合伙企业（有限合伙）) | | CCB Wanjiang | refers to | Anhui Province Jiangwan Enterprise Management Services Co., Ltd. (安徽省江皖企业管理服务有限公司), formerly known as: CCB Wanjiang Industrial Fund Management (Anhui) Co., Ltd. (建银皖江产业基金管理（安徽）有限公司) | | Anhui Guarantee Asset Management | refers to | Anhui Guarantee Asset Management Co., Ltd. (安徽担保资产管理有限公司) | | Huibi No. 5 | refers to | Foshan Nanhai District Huibi No. 5 Equity Investment Partnership (Limited Partnership) (佛山市南海区汇碧五号股权投资合伙企业（有限合伙）) | | Chantou No. 1 | refers to | Hefei Chantou No. 1 Equity Investment Partnership (Limited Partnership) (合肥产投壹号股权投资合伙企业（有限合伙）) | | Guangzhou Keji | refers to | Guangzhou Keji Enterprise Management Partnership (Limited Partnership) (广州科集企业管理合伙企业（有限合伙）) | | Gongrongjinji | refers to | Gongrongjinji (Beijing) Emerging Industry Equity Investment Fund Partnership (Limited Partnership) (工融金投（北京）新兴产业股权投资基金合伙企业（有限合伙）) | | BOC Asset | refers to | Bank of China Financial Asset Investment Co., Ltd. (中银金融资产投资有限公司) | | BCM Financial | refers to | Bank of Communications Financial Asset Investment Co., Ltd. (交银金融资产投资有限公司) | | CCB Investment | refers to | CCB Financial Asset Investment Co., Ltd. (建信金融资产投资有限公司) | | Hezhuang High-Tech | refers to | Anhui Hezhuang High-Tech Achievements Fund Partnership (Limited Partnership) (安徽和壮高新技术成果基金合伙企业（有限合伙）) | | CNBM New Materials Fund | refers to | CNBM (Anhui) New Materials Industry Investment Fund Partnership (Limited Partnership) (中建材（安徽）新材料产业投资基金合伙企业（有限合伙）) | | Chantou High Growth | refers to | Hefei Chantou High Growth No. 1 Equity Investment Partnership (Limited Partnership) (合肥产投高成长壹号股权投资合伙企业（有限合伙）) | | Hefei Jianchang | refers to | Hefei Jianchang Equity Investment Partnership (Limited Partnership) (合肥建长股权投资合伙企业（有限合伙）) | | Junzhi Puchuangtou | refers to | Shanghai Junzhi Pu Venture Investment Partnership (Limited Partnership) (上海君挚璞创业投资合伙企业（有限合伙）) (formerly known as: Suzhou Industrial Park Junpuran Venture Investment Partnership (Limited Partnership) (苏州工业园区君璞然创业投资合伙企业（有限合伙）)) | | Guangzhou Xinde | refers to | Guangzhou Xinde Xincheng Technology Investment Partnership (Limited Partnership) (广州信德鑫成科技投资合伙企业（有限合伙）) |
| Term | | Definition | |---|---|---| | Alibaba Cloud Computing | refers to | Zhejiang Alibaba Cloud Computing Co., Ltd. (浙江阿里巴巴云计算有限公司) | | Hefei Chantou | refers to | Hefei Industrial Investment Holdings (Group) Co., Ltd. (合肥市产业投资控股（集团）有限公司) | | Qihang Hengxin | refers to | Hefei Qihang Hengxin Investment Fund Partnership (Limited Partnership) (合肥启航恒鑫投资基金合伙企业（有限合伙）) | | Hefei Paidun | refers to | Hefei Paidun Memory Technologies Co., Ltd. (合肥沛顿存储科技有限公司) | | Hefei Xinfeng | refers to | Hefei Xinfeng Technology Co., Ltd. (合肥鑫丰科技有限公司) | | GigaDevice Group | refers to | GigaDevice Semiconductor Inc. (兆易创新科技集团股份有限公司), Hefei Geyi Integrated Circuit Co., Ltd. (合肥格易集成电路有限公司), Zhuhai Hengqin Xincun Semiconductor Co., Ltd. (珠海横琴芯存半导体有限公司), Shanghai Geyi Electronics Co., Ltd. (上海格易电子有限公司), Gigadevice Semiconductor Singapore PTE. LTD., Gigadevice Semiconductor (HK) LTD., Beijing Qingyun Technology Co., Ltd. (北京青耘科技有限公司) | | Haiheng Holdings | refers to | Hefei Haiheng Holdings Group Co., Ltd. (合肥海恒控股集团有限公司) | | Huazhuo Jingke | refers to | Beijing Huazhuo Jingke Technology Co., Ltd. (北京华卓精科科技股份有限公司) | | Changhong Meiling | refers to | Changhong Meiling Co., Ltd. (长虹美菱股份有限公司) | | Zefeng Semiconductor | refers to | Shanghai Zefeng Semiconductor Technology Co., Ltd. (上海泽丰半导体科技有限公司) | | Shangyang Software | refers to | Shangyang Software (Shanghai) Co., Ltd. (上扬软件（上海）有限公司) | | CETC Digital | refers to | CETC Digital Technology Co., Ltd. (中电科数字技术股份有限公司) | | Anhui Heli Forklift | refers to | Anhui Heli Forklift Sales Co., Ltd. (安徽合力叉车销售有限公司) | | Samsung Electronics | refers to | Samsung Electronics Co., Ltd. | | SK Hynix | refers to | SK Hynix Inc. | | Micron Technology | refers to | Micron Technology, Inc. | | Nanya Technology | refers to | Nanya Technology Corporation (南亚科技股份有限公司) | | TSMC | refers to | Taiwan Semiconductor Manufacturing Co., Ltd. (台湾积体电路制造股份有限公司) | | SMIC | refers to | Semiconductor Manufacturing International Corporation (中芯国际集成电路制造有限公司) | | China Resources Micro | refers to | China Resources Microelectronics Co., Ltd. (华润微电子有限公司) | | Winbond Electronics | refers to | Winbond Electronics Corporation (华邦电子股份有限公司) | | PSMC | refers to | Powerchip Semiconductor Manufacturing Corp. (力晶积成电子制造股份有限公司) | | Sponsor, Sponsoring Institution, Joint Sponsor, Joint Sponsoring Institution | refers to | China International Capital Corporation Limited (中国国际金融股份有限公司); China Securities Co., Ltd. (中信建投证券股份有限公司) | | CICC | refers to | China International Capital Corporation Limited (中国国际金融股份有限公司) | | CITIC Securities | refers to | China Securities Co., Ltd. (中信建投证券股份有限公司) | | Jintiancheng, Issuer's Lawyer | refers to | Shanghai Jintiancheng Law Firm (上海市锦天城律师事务所) | | Deloitte, Issuer's Accountant | refers to | Deloitte Touche Tohmatsu CPA LLP (德勤华永会计师事务所（特殊普通合伙）) | | A Shares | refers to | Domestically listed RMB-denominated ordinary shares | | This Offering and Listing, This Offering | refers to | The Issuer's initial public offering of RMB-denominated ordinary shares (A Shares) and listing on the STAR Market of the Shanghai Stock Exchange | | Reporting Period, Each Period of the Reporting Period | refers to | Fiscal year 2022, fiscal year 2023, fiscal year 2024, and January–June 2025 | | End of Each Period of the Reporting Period | refers to | December 31, 2022; December 31, 2023; December 31, 2024; and June 30, 2025 |
| Term | | Definition | |---|---|---| | Prospectus | refers to | The "Prospectus for the Initial Public Offering and Listing on the STAR Market of CXMT Corporation (Filing Draft)" prepared by the Issuer for this offering and listing | | Listing Sponsorship Letter | refers to | The "Sponsorship Letter for the Initial Public Offering and Listing on the STAR Market of CXMT Corporation" issued by the sponsoring institutions | | Legal Opinion | refers to | The "Legal Opinion of Shanghai Jintiancheng Law Firm on the Initial Public Offering and Listing on the STAR Market of CXMT Corporation" | | Articles of Association | refers to | The articles of association of the Issuer and its predecessors, as formulated and amended from time to time, as the context requires, unless otherwise stated | | Draft Articles of Association | refers to | The "Draft Articles of Association of CXMT Corporation" formulated by the Issuer for this offering and listing, approved at the Issuer's Third Extraordinary Shareholders' Meeting on September 25, 2025, and effective from the date on which the Issuer's shares are listed and traded on the STAR Market of the Shanghai Stock Exchange | | Company Law | refers to | Company Law of the People's Republic of China (《中华人民共和国公司法》) | | Securities Law | refers to | Securities Law of the People's Republic of China (《中华人民共和国证券法》) | | Registration Management Measures | refers to | Administrative Measures for the Registration of Initial Public Offerings of Shares (《首次公开发行股票注册管理办法》) | | Listing Rules | refers to | Shanghai Stock Exchange Rules Governing the Listing of Stocks on the STAR Market (Revised April 2025) (《上海证券交易所科创板股票上市规则（2025年4月修订）》) | | Securities Investment Fund Law | refers to | Law of the People's Republic of China on Securities Investment Funds (Amended 2015) (《中华人民共和国证券投资基金法（2015年修正）》) | | Private Fund Management Measures | refers to | Interim Measures for the Supervision and Administration of Private Investment Funds (《私募投资基金监督管理暂行办法》) | | Hefei Market Supervision Bureau | refers to | Hefei Municipal Market Supervision Administration (合肥市市场监督管理局) | | State Intellectual Property Office | refers to | State Intellectual Property Office of the People's Republic of China (中华人民共和国国家知识产权局) | | CSRC, China Securities Regulatory Commission | refers to | China Securities Regulatory Commission (中国证券监督管理委员会) | | SSE | refers to | Shanghai Stock Exchange (上海证券交易所) | | AMAC | refers to | Asset Management Association of China (中国证券投资基金业协会) | | Laws and Regulations | refers to | Chinese laws, administrative regulations, local regulations, departmental rules, and normative documents as published and in effect at the relevant time | | Yuan, 万元 (ten thousand yuan), 亿元 (hundred million yuan) | refers to | RMB yuan, RMB ten thousand yuan, RMB hundred million yuan, unless otherwise stated in the context |
| Term | | Definition | |---|---|---| | Memory Chip | refers to | Memory chips are semiconductor memory devices used to store and read data in electronic devices, and are divided into volatile memory and non-volatile memory | | DRAM | refers to | Dynamic Random Access Memory — a type of semiconductor memory that requires periodic refreshing to maintain its stored data | | DDR | refers to | Double Data Rate — synchronous dynamic random access memory with data transfer speed twice the system clock frequency. DDR, DDR2, DDR3, DDR4, and DDR5 represent different generations of DDR technology | | LPDDR | refers to | Low Power Double Data Rate — low-power double data rate synchronous dynamic random access memory, known for its low power consumption and small form factor, mainly used in mobile electronic products. LPDDR4/4X, LPDDR5/5X, and LPDDR6 represent different generations of LPDDR technology | | GDDR | refers to | Graphics Double Data Rate — graphics double data rate synchronous dynamic random access memory, mainly used in image processing applications | | bit | refers to | Binary Digit — the smallest unit of information representation in modern computer systems |
| Term | | Definition | |---|---|---| | Byte | refers to | A unit of data measurement in computer technology; 1 Byte = 8 bits, commonly used to represent memory capacity | | Gb, GB, ZB | refers to | Computer storage capacity units: Gb refers to Gigabit, GB refers to Giga Byte, ZB refers to Zetta Byte; 1GB = 8Gb, ZB = 1024⁴ GB | | MGB | refers to | MGB refers to Million GB; 1MGB = 10⁶ GB | | Mbps | refers to | A unit measuring data exchange capacity; 1Mbps represents the transmission of 1 megabit (i.e., 1,000,000 bits) per second | | Die | refers to | A single chip with complex circuit functions produced by a wafer fab during tape-out, which further forms chip products after packaging and testing. Commonly referred to as a "bare die" in the production process | | ECC | refers to | Error Checking and Correction or Error Correction Coding — an algorithm used to detect and correct errors that occur during data transmission or storage | | DIMM | refers to | Dual-Inline-Memory-Module — the mainstream standard for DRAM memory modules, commonly known as "memory sticks" | | RDIMM | refers to | Registered DIMM — a memory module that uses specific chips to buffer address, command, and control signals, mainly used in servers | | UDIMM | refers to | Unbuffered DIMM — a memory module where address and control signals are not passed through a buffer and require no timing adjustments, mainly used in desktop computers | | SODIMM | refers to | Small Outline DIMM — a small form factor dual-inline memory module, mainly used in laptop computers | | MRDIMM | refers to | Multiplexed Rank DIMM — a higher-bandwidth server memory module | | LPCAMM | refers to | Low Power Compression Attached Memory Module — a new type of memory module standard combining the low-power characteristics of LPDDR memory with the compact design of CAMM modules (a new memory module standard using LPDDR5X memory chips, achieving thinner dimensions, higher capacity, lower power consumption, and better thermal performance through optimized module layout and more compact connectors), designed to provide high-performance, low-power, and upgradeable memory solutions for thin-and-light laptops, mobile workstations, and other devices | | CXL | refers to | Compute Express Link — an open interconnect protocol standard introduced in 2019, designed to provide efficient, high-speed, low-latency interfaces between CPUs and dedicated accelerators and high-performance storage systems, to meet the needs of resource sharing, memory pooling, and efficient computing scheduling | | JEDEC | refers to | Joint Electron Device Engineering Council — the JEDEC Solid State Technology Association, established in 1958, is the authoritative standardization body for the global microelectronics industry, responsible for formulating global industry standards and specifications for DRAM products | | IDM | refers to | Integrated Device Manufacturer — a vertically integrated manufacturer that integrates chip design, chip manufacturing, packaging and testing, and product sales, a business model in the semiconductor industry | | Fabless | refers to | Fabless chip design company — a company that only engages in chip design and sales, outsourcing wafer manufacturing, packaging, and testing to specialized vendors | | Bank Group | refers to | Memory bank group — the basic structural unit within a chip used to organize and manage memory cells, commonly used in DRAM chips to improve memory efficiency and access speed | | Row Hammer | refers to | A security vulnerability that exploits charge leakage between adjacent memory cells, enabling threat actors to flip 1s and 0s and change content in memory. This phenomenon is known as Bit Flips and can be exploited to gain elevated privileges | | RDL | refers to | Redistribution Layer — a technology that changes I/O contact positions through wafer-level metal wiring and bump processes to achieve circuit redistribution, widely used in advanced semiconductor packaging |
| Term | | Definition | |---|---|---| | DVFS | refers to | Dynamic Voltage and Frequency Scaling — dynamically adjusting a chip's operating frequency and voltage based on the varying computational requirements of the applications the chip runs, thereby achieving energy savings (for the same chip, the higher the frequency, the higher the required voltage) | | DFT | refers to | Design For Test — designing a chip for testability, which means adding special test structures in the chip design process while ensuring functionality, so that after the chip is manufactured, it can be tested; if there are defects during manufacturing or packaging, the chip cannot function normally |
The data listed in this Prospectus may differ slightly from the results calculated based on the relevant individual data listed in this Prospectus due to rounding.
This overview provides only a brief summary of the full text of the Prospectus. Before making an investment decision, investors should carefully read the full text of the Prospectus.
The Company reminds investors to pay special attention to the following risks in "Risk Factors" and to carefully read all the content in "Section 3 Risk Factors" of this Prospectus.
**1. The DRAM industry is characterized by high investment intensity and high technology barriers. During the reporting period, the Company was in a stage of rapid capacity construction and ramp-up while continuously increasing R&D investment. The Company has not yet achieved profitability during the reporting period and has accumulated unrecouped losses.**
For each period of the reporting period, net profit attributable to owners of the parent company was -832,800.39 万元 (RMB ten thousand), -1,633,977.72 万元, -714,488.72 万元, and -233,205.82 万元, respectively. As of June 30, 2025, the Company's accumulated deficit was -4,085,733.87 万元. The Company has not yet achieved profitability and has accumulated unrecouped losses.
The main reasons for the Company's lack of profitability during the reporting period are: (1) The DRAM industry has scale-oriented attributes. To enhance the market share and competitiveness of its products, the Company needs to continuously expand production capacity. Factory and production line construction requires high fixed asset investment, resulting in large depreciation amounts. During the reporting period, the Company was in the stage of rapid production ramp-up, with production lines under continuous construction and ongoing upgrades. The depreciation and other fixed costs arising from relevant asset transfers to fixed assets are high and have continued to increase. Although the Company's EBITDA turned positive in 2024, the scale effects brought by new capacity have not yet been fully realized, and the revenue scale has not yet been able to cover all costs and expenses. (2) The DRAM industry has extremely high technology barriers. The Company continuously iterates on product and process technology R&D to as quickly as possible catch up with international advanced levels, improve product competitiveness, and meet market demand, resulting in continuously increasing R&D investment during the reporting period.
The depreciation and amortization and R&D expenditure arising from continued capacity expansion and R&D investment over the next few years will still put pressure on the Company's profits in the short term. If the Company experiences situations such as product R&D and commercialization falling below expectations or scale effects being released slower than expected, it may result in the Company remaining unprofitable with unrecouped losses, or even cause the Company's losses to further expand, adversely affecting the Company's profitability and resulting in inability to pay cash dividends to shareholders in the short term.
**2. Risk of fluctuation in the Company's product selling prices and operating performance due to macroeconomic fluctuations and industry cyclicality**
The DRAM industry is significantly affected by market supply-and-demand fluctuations and has cyclical characteristics. Additionally, macroeconomic fluctuations and the capacity control strategies of major manufacturers under high industry concentration further exacerbate industry cyclical fluctuations. During the period from 2022 to 2023, affected by high upstream DRAM product inventory levels and sluggish downstream market demand, the DRAM industry experienced a deep downturn cycle. DRAM product selling prices fell sharply. It was not until the second half of 2023 that the market began to gradually recover and product prices gradually stabilized and rebounded. During this industry cycle, companies in the industry universally incurred losses.
During the reporting period, on the one hand, the selling prices per unit of the Company's major DRAM products fluctuated significantly due to the large impact of the industry cycle. In 2023 and 2024, the year-on-year changes in the selling prices per unit of the Company's major DRAM products were -43.54% and 55.08%, respectively. In 2023, although the Company's production and sales volume achieved substantial growth, the decline in unit prices significantly affected the Company's revenue growth rate. On the other hand, the decline in unit prices led to increased provisions for inventory write-downs, impacting the Company's profits. In 2023, the increase in inventory write-down losses became the primary reason for the year-on-year expansion of the Company's losses.
In the future, if unfavorable macroeconomic changes occur, downstream market demand in the DRAM industry becomes sluggish, and DRAM product supply far exceeds demand, the Company's product selling prices and operating performance will face adverse impacts.
As of the end of each period of the reporting period, the book values of the Company's fixed assets were 6,801,560.57 万元, 8,445,207.29 万元, 15,313,201.60 万元, and 17,159,334.23 万元, respectively, accounting for 46.05%, 43.81%, 56.38%, and 59.19% of total assets at the end of each period, representing relatively high proportions with continued increases. Depreciation provisions for fixed assets during each period of the reporting period were 524,271.33 万元, 1,055,525.26 万元, 1,487,543.58 万元, and 1,134,948.86 万元, respectively, showing an upward trend. The Company is also conducting continuous capacity construction, and the book value of fixed assets is expected to increase further, with the large depreciation generated expected to have a certain impact on the Company's performance over the depreciation period. At the same time, the Company's fixed assets may be subject to the risk of impairment due to damage, technology upgrade iteration, or changes in technology routes, which would adversely affect the Company's operating performance.
During the reporting period, as sales scale steadily grew, the Company's ending balances of raw materials, work-in-progress, and finished goods also showed an increasing trend. Inventory balances at the end of each period were 943,376.92 万元, 1,418,047.50 万元, 2,121,450.87 万元, and 2,807,258.87 万元, respectively. Inventory write-down provisions at the end of each period were 251,703.31 万元, 344,429.77 万元, 266,497.91 万元, and 198,617.02 万元, respectively. The integrated circuit industry has cyclical characteristics, and macroeconomic conditions, industry prosperity, and capacity cycles all have significant impacts on the industry. During each period of the reporting period, the Company's inventory write-down losses were -407,810.18 万元, -1,150,021.06 万元, -182,688.41 万元, and -62,783.73 万元, respectively, significantly impacted by the DRAM industry cycle. In particular, in 2023, the DRAM industry cycle downturn led to a sharp increase in inventory write-down provisions. In the future, if changes occur in the industry cycle, market demand, or the market prices of the Company's products, causing the selling prices of some inventories to fail to cover their costs, the Company will face the risk of increased inventory write-downs, which will adversely affect the Company's asset value and profitability.
After years of development, the semiconductor supply chain has formed a highly specialized and efficiently coordinated global division of labor system. However, current geopolitical conflicts are accelerating the restructuring of supply chains. Although the Company has always adhered to market-oriented operations since its establishment and consciously complied with relevant international import and export rules and regulations, if relevant countries further strengthen restrictive policies in the short term, it may cause the Company to face the risk of supply chain instability, which in turn would have a certain adverse impact on the Company's production and business activities.
The DRAM industry is a technology-intensive industry with relatively high technology barriers, rich terminal application scenarios, and fast product upgrade and iteration speeds. The DRAM industry has high technical content, requiring early-stage technical verification and continuous subsequent R&D practice, resulting in long R&D cycles. Over the years, the Company has adhered to the path of independent R&D and
As of the date of signing of this Prospectus, there are no important matters requiring disclosure in the Issuer's corporate governance, such as shares with special voting rights, variable interest entity (VIE) structures, or similar special arrangements.
The net proceeds from this offering, after deducting issuance expenses, are planned to be invested in the following projects:
| No. | Project Name | Total Project Investment | Planned Use of Proceeds | Implementing Entity | |-----|-------------|------------------------|------------------------|-------------------| | 1 | Memory Wafer Manufacturing Production Line Technology Upgrade and Renovation Project | 75.00 | 75.00 | Issuer's Subsidiary | | 2 | DRAM Memory Technology Upgrade Project | 180.00 | 130.00 | Issuer's Subsidiary | | 3 | Dynamic Random Access Memory Forward-Looking Technology Research and Development Project | 90.00 | 90.00 | Issuer | | **Total** | | **345.00** | **295.00** | - |
For detailed information on the use of proceeds and the Company's future development plans, please refer to "Section 7: Use of Proceeds and Future Development Plans" of this Prospectus.
As of the date of signing of this Prospectus, there are no other matters having a material impact on the Issuer.
When evaluating and assessing the value of the Company's shares, investors should pay particular attention to the following risk factors in addition to carefully reading the other information provided in this Prospectus.
### (I) The DRAM industry is characterized by high capital intensity and high technological barriers; during the reporting period the Company was in a phase of rapid capacity construction and ramp-up while continuously increasing R&D investment; the Company has not yet achieved profitability during the reporting period and has accumulated unrecovered losses
Please refer to "Section 2: Overview," "I. Highlights of Major Matters," "(I) Special Risk Warnings" of this Prospectus.
Please refer to "Section 2: Overview," "I. Highlights of Major Matters," "(I) Special Risk Warnings" of this Prospectus.
The DRAM industry in which the Company operates is a talent-intensive industry. From DRAM R&D to production, sales, and operations management, personnel at every stage are required to have a solid professional foundation and long-term accumulated experience. Outstanding industry talent is an important foundation for the Company's survival and development, and an important guarantee for the Company to maintain a sustained competitive advantage.
The Company has assembled a technical R&D and operations management team with extensive semiconductor industry experience, possessing deep technical expertise and rich experience in DRAM product design, process development, manufacturing, quality control, and operations management. The Company places great importance on talent management and has established a comprehensive talent and compensation management system, using equity incentives and other diversified approaches to effectively retain and attract top talent. In recent years, supported by national policies, the number of integrated circuit enterprises has grown rapidly, demand for semiconductor industry talent continues to increase, and the supply of outstanding industry talent falls short of demand. In the future, if the Company is unable to continuously attract and retain outstanding talent, it may result in the loss of key personnel, which could in turn affect the conduct of the Company's important R&D and innovation activities, adversely affecting the Company's future business development.
Through years of continuous technology accumulation, the Company has mastered multiple core technologies related to DRAM, covering multiple aspects including DRAM product design, manufacturing, packaging and testing, and module design and application, and has formed a large number of production process-related
technical know-how (Know-How), patents, integrated circuit layout designs, and other intellectual property rights. The Company has always placed great importance on the protection of core technologies, has established a comprehensive information confidentiality system, and has agreed with relevant technical personnel in employment contracts and confidentiality agreements on provisions concerning ownership of inventions and works made in the course of employment, confidentiality, and non-compete clauses. However, due to the inherent limitations of technical confidentiality measures, the risk of key talent mobility, and other external uncontrollable factors, the Company may still in the future face risks of core technology leakage due to the loss of core technical personnel, inadequate information management, theft by outside parties, and other causes. Furthermore, it cannot be ruled out that during the course of future business operations, disputes, controversies, or litigation related to technology and intellectual property may arise with competitors, which could adversely affect the Company's market competitiveness and production and operations.
During each period of the reporting period, the aggregate sales to the top five customers of the Issuer's principal business, as a percentage of principal business revenue for the respective period, were 69.43%, 74.12%, 67.30%, and 59.99%, respectively. Direct customers are primarily well-known distributors in the semiconductor industry, while end customers are primarily large manufacturers in downstream application sectors such as servers, mobile devices, and personal computers, including Alibaba Cloud, ByteDance, Tencent, Lenovo, Xiaomi, Transsion, Honor, OPPO, vivo, and others. The Company's customer concentration is relatively high, primarily because the downstream server, mobile device, and personal computer markets that the Company serves are relatively large and concentrated, and also because the Company primarily serves end customers through a small number of distributors under a distribution model. If the market demand from major customers suffers a significant decline due to external adverse factors in the future, it could have a certain adverse impact on the Company's ability to sustain operations and on the growth of future performance.
During each period of the reporting period, the Company's gross margin of principal business was -3.67%, -2.19%, 5.00%, and 12.72%, respectively. During the reporting period, on one hand, the Company's production costs were high due to the high depreciation and amortization resulting from continued large-scale fixed asset and R&D investment and the fact that economies of scale had not yet been fully realized; on the other hand, the Company's process technology level still has a certain gap compared with Samsung Electronics, SK Hynix, and Micron Technology, the product mix is in a continuous optimization phase, and the Company's gross margin level remains lower than that of the top three international manufacturers. In addition, compounded by price changes in the DRAM industry cycle, the Company's gross margin experienced certain fluctuations during the reporting period.
If memory chip market prices decline further in the future and the Company is unable to realize economies of scale over the long term, the Company's gross margin may face the risk of further decline, which would adversely affect the Company's future ability to sustain operations.
Please refer to "Section 2: Overview," "I. Highlights of Major Matters," "(I) Special Risk Warnings" of this Prospectus.
### (VIII) Risk of large R&D investment, large intangible asset amortization amounts, and impairment
The Company places great importance on the independent R&D of core technologies. Cumulative R&D investment during the reporting period was RMB 18,867,482,300 (188.67 亿元), accounting for 33.11% of cumulative revenue, representing a high level of R&D investment intensity. Intangible asset amortization amounts recognized in each period during the reporting period were RMB 978,279,700, RMB 1,343,019,200, RMB 1,431,906,600, and RMB 902,886,500, respectively, showing an upward trend. During the reporting period, the capitalized amounts of R&D expenditure were RMB 1,708,604,000, RMB 150,000,000, RMB 1,734,007,800, and RMB 0, respectively; the capitalization ratios of R&D expenditure were 40.73%, 3.21%, 27.34%, and 0, respectively. Both the capitalized R&D expenditure and the resulting self-developed intangible assets, as well as the amortization amounts, are substantial. If the Company is adversely affected by factors such as R&D progress falling short of expectations, disruptive changes in related technologies, or significant changes in market demand, the Company's relevant intangible assets may face significant impairment risk, which in turn could adversely affect the Company's operating performance.
Please refer to "Section 2: Overview," "I. Highlights of Major Matters," "(I) Special Risk Warnings" of this Prospectus.
During the reporting period, the Company's net cash flow from operating activities was RMB -1,957,166,500, RMB -7,271,620,700, RMB 6,897,458,500, and RMB 4,250,519,000, respectively. The Company's cash and cash equivalents at the end of each period were RMB 31,781,364,400, RMB 31,112,611,600, RMB 42,508,218,600, and RMB 37,270,728,800, respectively. From 2022 to 2023, the Company's net cash flow from operating activities was negative, and turned positive in 2024. In the future, if the Company's operating conditions or external industry and market conditions fluctuate and cannot be continuously improved, the Company's working capital turnover may face a certain liquidity risk, and business development may be constrained.
Please refer to "Section 2: Overview," "I. Highlights of Major Matters," "(I) Special Risk Warnings" of this Prospectus.
In its production and operations, the Company generates wastewater, exhaust gases, and solid waste, and must comply with relevant laws and regulations on environmental protection. In accordance with relevant regulations, the Company actively fulfills its environmental protection responsibilities, improves environmental protection measures, and has established strict environmental protection systems. However, if the Company experiences an environmental pollution incident in the future due to environmental protection facility operational failures or other reasons, it may be subject to administrative penalties by relevant authorities, which could adversely affect the Company's production and operations. At the same time, if the state or local authorities introduce more stringent
environmental protection requirements, the Company may need to invest corresponding funds to upgrade and renovate existing environmental protection facilities.
The Company's production involves the operation of certain mechanical equipment, and certain raw materials required have a degree of hazardousness, placing high demands on the technical skills and operational procedures of operators. The Company places great importance on work safety, has established comprehensive work safety management regulations, has conducted rigorous training for operators, and has established a scientific work safety management system. However, if deficiencies arise in the future in the Company's work safety management systems, if management is non-compliant, or if production personnel fail to strictly follow work safety procedures during production operations, the Company faces the risk of work safety accidents, resulting in employee casualties, property losses, production line shutdowns, and administrative penalties from relevant authorities, which would adversely affect the Company's production and operations.
### (I) Risk that macroeconomic fluctuations and industry cyclicality may cause fluctuations in the Company's product selling prices and operating performance
Please refer to "Section 2: Overview," "I. Highlights of Major Matters," "(I) Special Risk Warnings" of this Prospectus.
Please refer to "Section 2: Overview," "I. Highlights of Major Matters," "(I) Special Risk Warnings" of this Prospectus.
Looking at the history of the industry's development, the DRAM industry evolved from dozens of companies in its early development in the 1980s to a situation where three international DRAM manufacturers — Samsung Electronics, SK Hynix, and Micron Technology — have long held more than 90% of the global market share, with the current market displaying a highly concentrated structure. Compared with the leading international manufacturers, the Company still has certain gaps in terms of overall scale, technology accumulation, and customer resources.
The DRAM market has the characteristics of a commodity and strong cyclicality. In an intensely competitive market environment, if the Company is unable to correctly grasp the trends of industrial iteration and technological development, and to promptly follow market demand through technology upgrades, capacity adjustments, and improvements in product performance and service quality, it will be difficult to maintain sustainable competitiveness in this highly concentrated market, which in turn could adversely affect the Company's future business prospects and market position.
The feasibility analysis of the projects funded by the proceeds of this offering is based on current domestic and international market conditions, industry development trends, and technology levels. However, these projects require a certain construction period. Once significant changes occur in market conditions, technology, management, talent, and other aspects, the projects may be adversely affected during implementation by changes in market conditions, industrial policies, project management, and the market conditions for product and service sales, which would affect the progress of project implementation and cause the actual results of the projects to differ from the Company's projections, creating the risk that the implementation results of the proceeds-funded projects may fall short of expectations.
### (II) Risk that incremental expenses and depreciation and amortization from proceeds-funded projects may affect the Company's operating performance
Please refer to "Section 2: Overview," "I. Highlights of Major Matters," "(I) Special Risk Warnings" of this Prospectus.
The Company is applying for an initial public offering and listing on the STAR Market. The outcome of the offering will be subject to multiple internal and external factors, including the domestic and international macroeconomic environment, the overall conditions of the securities market, the Company's operating performance, and investors' judgments on the value of the industry and the Company. After the offering price of the Company's shares has been determined, if the number of subscriptions by offline investors falls below the initial offline offering quantity, the offering shall be suspended in accordance with the relevant provisions of the Shanghai Stock Exchange's Implementation Rules for the Issuance and Underwriting of Initial Public Offerings of Securities. After the offering is suspended, and within the validity period of the registration decision granted by the China Securities Regulatory Commission (CSRC), subject to satisfying the post-meeting regulatory requirements, the Company must file with the Shanghai Stock Exchange before it can restart the offering. If the Company fails to complete the offering within the validity period of the registration decision granted by the CSRC, the Company will face the risk of offering failure.
| Chinese Name | 长鑫科技集团股份有限公司 | |---|---| | English Name | CXMT Corporation | | Registered Capital | RMB 60,192,797,469 (6,019,279.7469 万元) | | Legal Representative | Zhao Lun (赵纶) | | Date of Establishment | June 13, 2016 | | Date of Overall Conversion to a Joint-Stock Company | June 27, 2023 | | Registered Address | No. 388 Xingye Avenue, Konggang Industrial Park, Hefei Economic and Technological Development Zone, Anhui Province | | Postal Code | 230088 | | Telephone | 0551-67189988 | | Fax | 0551-67189889 | | Website | https://www.cxmt.com/ | | Email | ir@cxmt.com | | Department Responsible for Information Disclosure and Investor Relations | Board of Directors Office | | Person Responsible for Information Disclosure and Investor Relations | Yuan Yuan (袁园) (Board Secretary) | | Contact Phone for Information Disclosure and Investor Relations | 0551-67189988 |
## II. Establishment of the Issuer and Changes in Share Capital and Shareholders During the Reporting Period
The Issuer's predecessor, Hefei Zhiju (合肥智聚), was established by Hefei Caiju (合肥才聚) on June 13, 2016. As the sole shareholder at the time of the Issuer's establishment, Hefei Caiju made a shareholder resolution on June 13, 2016 regarding the establishment of Hefei Zhiju and related matters. The registered capital of Hefei Zhiju at the time of establishment was RMB 10 million (1,000 万元).
On June 13, 2016, Hefei Caiju signed the Articles of Association of Hefei Zhiju Integrated Circuit Co., Ltd. (《合肥智聚集成电路有限公司章程》).
On June 13, 2016, the Hefei Municipal Administration for Industry and Commerce issued a Business License with the unified social credit code "91340100MA2MWUT60Q".
| No. | Shareholder Name | Subscribed Capital Contribution (RMB 10,000) | Shareholding Percentage (%) | |-----|-----------------|---------------------------------------------|---------------------------| | 1 | Hefei Caiju (合肥才聚) | 1,000.00 | 100.00 | | **Total** | | **1,000.00** | **100.00** |
On April 17, 2017, Hefei Caiju made a resolution approving the change of the company's name to "Ruili Integrated Circuit Co., Ltd." (睿力集成电路有限公司).
On May 13, 2023, Deloitte issued Audit Report No. "德师报（审）字（23）第 S00406 号". As of March 31, 2023, the audited net assets of Ruili Integrated (standalone) were RMB 67,062,605,700 (6,706,260.57 万元).
On May 13, 2023, Zhongshui Zhiyuan Asset Appraisal Co., Ltd. (中水致远资产评估有限公司) issued Asset Appraisal Report No. "中水致远评报字[2023]第020324号". As of the appraisal benchmark date of March 31, 2023, the appraised net assets of the Company were RMB 74,991,442,500 (7,499,144.25 万元).
On June 6, 2023, Ruili Integrated convened a shareholders' meeting and approved the resolution on the overall conversion of the Company into a joint-stock limited company. The Company was converted into a joint-stock limited company by way of promotion, with the net assets of RMB 67,062,605,743.61 as audited by Deloitte as of March 31, 2023 as the basis, converted into registered share capital of RMB 53,633,000,000 (5,363,300.00 万元) for the joint-stock company, with a par value of RMB 1 per share, and the portion of net assets exceeding the share capital transferred to capital surplus.
On June 26, 2023, all shareholders of the Company signed the Promoters' Agreement for the Joint Establishment of CXMT Corporation (《关于共同发起设立长鑫科技集团股份有限公司之发起人协议》), agreeing to jointly establish a joint-stock limited company as promoters, and agreed on matters including the share capital and shareholding ratios, the rights and obligations of each promoter, matters relating to the preparation and establishment of the Issuer, and liability for breach. On the same day, the Company held its inaugural meeting and the First Extraordinary General Meeting of 2023, at which it resolved to change the Company's name to "CXMT Corporation" (长鑫科技集团股份有限公司), to change the registered capital of the joint-stock company to RMB 53,633,000,000 (5,363,300.00 万元), and to convert the net assets of Ruili Integrated of RMB 67,062,605,743.61 as confirmed by Deloitte's audit as of the overall conversion benchmark date of March 31, 2023 into share capital of the joint-stock company at a conversion ratio of 1:0.7997 (rounded to four decimal places), totaling RMB 53,633,000,000 (5,363,300.00 万元), with the portion of net assets exceeding the share capital transferred to the capital surplus of the joint-stock company. The share capital of the joint-stock company is divided into equal shares, with a total of 53,633 million shares (5,363,300 万股), a par value of RMB 1 per share, all being RMB ordinary shares.
On June 27, 2023, the Company received a Business License for the joint-stock company with the unified social credit code "91340100MA2MWUT60Q" issued by the Hefei Market Supervision Administration.
On June 28, 2023, Deloitte issued Capital Verification Report No. "德师报（验）字（23）第00178号" for CXMT Corporation (in preparation), confirming that as of June 26, 2023, the Company had received from all
promoters the full share capital of RMB 53,633,000,000 (5,363,300.00 万元) converted from the net assets of Ruili Integrated held by them.
After the completion of the overall conversion, the shareholding structure of the Company was as follows:
| No. | Promoter Name | Number of Shares Held (10,000 shares) | Shareholding Percentage (%) | |-----|--------------|--------------------------------------|---------------------------| | 1 | Shixi Jidian (石溪集电) | 1,304,375.49 | 24.32 | | 2 | Changxin Jicheng (长鑫集成) | 666,469.23 | 12.43 | | 3 | Big Fund Phase II (大基金二期) | 525,607.38 | 9.80 | | 4 | Hefei Jixin (合肥集鑫) | 503,736.38 | 9.39 | | 5 | Anhui Provincial Investment (安徽省投) | 476,049.45 | 8.88 | | 6 | Zhaohyin Yunting (招银云亭) | 95,209.89 | 1.78 | | 7 | Beijing Fengyi (北京峰益) | 90,131.42 | 1.68 | | 8 | Huibi No. 5 (汇碧五号) | 90,131.42 | 1.68 | | 9 | Hexie Health (和谐健康) | 90,131.42 | 1.68 | | 10 | National Adjustment Fund (国调基金) | 67,598.56 | 1.26 | | 11 | Ali Network (阿里网络) | 67,598.56 | 1.26 | | 12 | Xinxin Lirun (鑫芯励润) | 63,977.53 | 1.19 | | 13 | Ningbo Yanchuang (宁波燕创) | 59,486.74 | 1.11 | | 14 | Wuhu Xingyuan (芜湖星原) | 54,078.85 | 1.01 | | 15 | GigaDevice (兆易创新) | 51,095.82 | 0.95 | | 16 | China Life Investment (国寿投资) | 47,604.95 | 0.89 | | 17 | Ningbo Junhe (宁波君和) | 46,868.34 | 0.87 | | 18 | Zhong'an Zhaoshang Fund (中安招商基金) | 46,798.79 | 0.87 | | 19 | PICC Capital (人保资本) | 46,703.85 | 0.87 | | 20 | Xinxin Jiayuan (鑫芯家园) | 45,291.04 | 0.84 | | 21 | Jiaxing Hengxu (嘉兴恒旭) | 45,065.71 | 0.84 | | 22 | Midea Investment (美的投资) | 45,065.71 | 0.84 | | 23 | Anhui Guarantee Asset Management (安徽担保资管) | 45,065.71 | 0.84 | | 24 | Anyuan Xingyida (安元星亿达) | 45,065.71 | 0.84 | | 25 | Anhua Innovation (安华创新) | 45,065.71 | 0.84 | | 26 | Junzhi Pu Venture (君挚璞创投) | 45,065.71 | 0.84 | | 27 | Qingdao Langge (青岛朗格) | 45,065.71 | 0.84 | | 28 | Xingqi Daohe (星棋道和) | 45,065.71 | 0.84 | | 29 | Gamcier | 43,105.35 | 0.80 | | 30 | Glades View | 43,105.35 | 0.80 |
| No. | Promoter Name | Number of Shares Held (10,000 shares) | Shareholding Percentage (%) | |-----|--------------|--------------------------------------|---------------------------| | 31 | ABC Investment (农银投资) | 42,082.68 | 0.78 | | 32 | CCB International (建银国际) | 41,181.37 | 0.77 | | 33 | Huaxin Ketai (华芯科泰) | 39,883.15 | 0.74 | | 34 | Shenzhen Investment Holdings (深圳投控) | 35,601.91 | 0.66 | | 35 | Zhazheng Investment (招证投资) | 32,371.36 | 0.60 | | 36 | Qianhai Fangzhou (前海方舟) | 30,194.03 | 0.56 | | 37 | Yunfeng Zhuoyue (云锋卓越) | 29,292.71 | 0.55 | | 38 | Anhui Transportation Holdings (安徽交控) | 29,108.79 | 0.54 | | 39 | Haitong Huiyin (海通徽银) | 28,562.97 | 0.53 | | 40 | Orient Asset Management (东方资管) | 22,532.85 | 0.42 | | 41 | Sunshine Life (阳光人寿) | 22,532.85 | 0.42 | | 42 | China Post Life (中邮人寿) | 22,532.85 | 0.42 | | 43 | CCB Navigation (建信领航) | 22,532.85 | 0.42 | | 44 | Tianjin Haihe (天津海河) | 19,041.98 | 0.36 | | 45 | CICC Gongying (中金共赢) | 19,041.98 | 0.36 | | 46 | Hubei Xiaomi (湖北小米) | 12,675.59 | 0.24 | | 47 | Beijing Junlian (北京君联) | 11,774.27 | 0.22 | | 48 | PICC Tech Innovation (人保科创) | 9,013.14 | 0.17 | | 49 | Xinxin Jidian (芯鑫集电) | 7,661.17 | 0.14 | | **Total** | | **5,363,300.00** | **100.00** |
On May 13, 2023, Deloitte audited the financial statements of Ruili Integrated as of March 31, 2023 and issued Audit Report No. "德师报（审）字（23）第S00406号". After the audit, the net assets of the parent company of Ruili Integrated as of March 31, 2023 were RMB 67,062,605,700 (6,706,260.57 万元), and undistributed profits were RMB -2,591,813,300 (-259,181.33 万元).
The Company had negative undistributed profits primarily because during the reporting period the Company was in the capacity ramp-up stage, with large and continuously increasing depreciation and amortization amounts from production lines in the early stage, while the Company's product prices declined due to the influence of market conditions in the memory chip market and industry cycle factors, and asset impairment losses recognized increased. The combined effect of internal and external factors led to the Company having negative undistributed profits at the time of the overall conversion.
##### (2) Status of the elimination of the negative undistributed profits situation, changes and development trends after the overall conversion, matching with changes in profitability during the reporting period, and impact on future profitability
Through the overall conversion, the Company eliminated the accumulated unrecovered losses of RMB -2,591,813,300 (-259,181.33 万元) on the parent company's books as of the share reform benchmark date. As of June 30, 2025, the undistributed profits at the consolidated financial statement level were RMB -40,857,338,700 (-4,085,733.87 万元), and the situation of negative undistributed profits at the Company has not yet been eliminated.
After the completion of the overall conversion, the Company continued to expand its business, existing capacity was gradually released and new capacity under construction was progressively completed, and product competitiveness and industry influence continued to grow. At the same time, the Company stepped up its talent attraction efforts, strengthened team stability, continued to increase R&D investment, and actively deployed the launch of more advanced generation products such as DDR5. The situation of negative undistributed profits does not have a negative impact on the Company's cash flow, business expansion, talent attraction, team stability, R&D investment, strategic investment, sustainability of production and operations, and other aspects, and has not constituted a material adverse impact on the Company's future ability to sustain operations and profitability.
Based on the net assets of RMB 67,062,605,743.61 as of the overall conversion benchmark date of March 31, 2023, confirmed by the Audit Report No. "德师报（审）字（23）第S00406号" issued by Deloitte, the Company converted at a ratio of 1:0.7997 (rounded to four decimal places) into the registered share capital of the joint-stock company totaling RMB 53,633,000,000 (5,363,300 万元), with the portion of net assets exceeding the share capital transferred to the capital surplus of the joint-stock company. Through the overall conversion, the Company eliminated the accumulated unrecovered losses of RMB -2,591,813,300 (-259,181.33 万元) on the parent company's books as of the share reform benchmark date.
The accounting treatment of the parent company at the time of the overall conversion was as follows:
| Item | Amount (RMB) | |------|-------------| | Debit: Paid-in capital (实收资本) | 53,632,566,506.46 | | Capital surplus – capital premium (资本公积-资本溢价) | 16,021,852,497.49 | | Undistributed profits (未分配利润) | -2,591,813,260.34 | | Credit: Share capital (股本) | 53,633,000,000.00 | | Capital surplus – capital premium (资本公积-资本溢价) | 13,429,605,743.61 |
##### (4) The relevant matters and procedures of the Company's overall conversion are lawful and compliant
In the process of the overall conversion from a limited liability company to a joint-stock limited company, the Company has completed procedures including decision-making by authorized bodies, audit, appraisal, holding of the inaugural meeting, capital verification, and business registration.
In the overall conversion, the number of promoters met the statutory requirement, the total share capital subscribed by all promoters was consistent with and fully paid up to the registered capital, the total paid-in share capital converted did not exceed the Company's net assets, the promoters agreed to and authorized the preparatory matters for the establishment of the joint-stock limited company, and the Articles of Association at the time of establishment set out the necessary provisions and established governance bodies including the shareholders' meeting, board of directors, and board of supervisors in accordance with law.
A brief summary of the changes in the Company's share capital and shareholders during the reporting period is as follows:
| No. | Date | Nature of Change | Registered Capital Before Change (RMB 10,000) | Registered Capital After Change (RMB 10,000) | |-----|------|-----------------|----------------------------------------------|---------------------------------------------| | 1 | February 2022 | The Company's registered capital increased from RMB 40,189,503,600 (4,018,950.36 万元) to RMB 48,575,713,600 (4,857,571.36 万元); the additional registered capital was subscribed by 20 investors including GigaDevice (兆易创新) in cash at a subscription price of RMB 2.22 per share | 4,018,950.36 | 4,857,571.36 | | 2 | March 2023 | The Company's registered capital increased from RMB 48,575,713,600 (4,857,571.36 万元) to RMB 53,632,566,500 (5,363,256.65 万元); the additional registered capital was formed by capitalizing RMB 5,056,852,900 (505,685.29 万元) from Ruili Integrated's capital surplus. Of this, Big Fund Phase II (大基金二期) received capitalized registered capital of RMB 495,575,300 (49,557.53 万元), and Hefei Jixin (合肥集鑫) received capitalized registered capital of RMB 4,561,277,500 (456,127.75 万元) | 4,857,571.36 | 5,363,256.65 | | 3 | March 2023 | Anhui Guarantee Group (安徽担保集团) transferred its 0.8403% equity interest in the Company to its affiliate Anhui Guarantee Asset Management (安徽担保资管); CCB International (建银国际) transferred its 0.1428% equity interest in the Company to its affiliate Xinxin Jidian (芯鑫集电); Country Garden Ventures (碧桂园创投) transferred its 1.6805% equity interest in the Company to its affiliate Huibi No. 5 (汇碧五号), at a transfer price of RMB 2.22 per share | 5,363,256.65 | 5,363,256.65 | | 4 | June 2023 | The Company was converted overall into a joint-stock limited company | 5,363,256.65 | 5,363,300.00 | | 5 | June 2024 | The Company's registered capital increased from RMB 53,633,000,000 (5,363,300.00 万元) to RMB 57,770,942,200 (5,777,094.22 万元); the additional registered capital was subscribed by 12 investors including Chantou No. 1 (产投壹号) in cash at a subscription price of RMB 2.61 per share | 5,363,300.00 | 5,777,094.22 | | 6 | December 2024 | Huibi No. 5 (汇碧五号) transferred its 1.56% shareholding in the Company to Hefei Jianchang (合肥建长) at a price of RMB 2,000,000,000 (200,000.00 万元), at a transfer price of RMB 2.22 per share | 5,777,094.22 | 5,777,094.22 | | 7 | June 2025 | Glades View transferred 103,016,700 shares (10,301.67 万元 registered capital) of CXMT to Guangzhou Xinde (广州信德) at a price of RMB 267,500,000 (26,750.00 万元), at a transfer price of RMB 2.60 per share | 5,777,094.22 | 5,777,094.22 | | 8 | June 2025 | The Company's registered capital increased from RMB 57,770,942,200 (5,777,094.22 万元) to RMB 60,192,797,500 (6,019,279.75 万元); the additional registered capital was subscribed by 3 investors including Alibaba Cloud Computing (阿里云计算) in cash at a subscription price of RMB 2.63 per share | 5,777,094.22 | 6,019,279.75 |
At the beginning of the reporting period, the shareholding structure of Ruili Integrated was as follows:
| No. | Shareholder Name | Subscribed Capital Contribution (RMB 10,000) | Contribution Method | Shareholding Percentage (%) | |-----|-----------------|---------------------------------------------|--------------------|-----------------------------| | 1 | Shixi Jidian (石溪集电) | 1,304,364.95 | Cash, physical assets, land use rights | 32.46 | | 2 | Changxin Jicheng (长鑫集成) | 666,463.84 | Cash, physical assets, land use rights | 16.58 | | 3 | Big Fund Phase II (大基金二期) | 476,045.60 | Cash | 11.85 | | 4 | Anhui Provincial Investment (安徽省投) | 476,045.60 | Cash | 11.85 | | 5 | Zhaohyin Yunting (招银云亭) | 95,209.12 | Cash | 2.37 | | 6 | Country Garden Ventures (碧桂园创投) | 90,130.69 | Cash | 2.24 | | 7 | National Adjustment Fund (国调基金) | 67,598.02 | Cash | 1.68 | | 8 | Ningbo Yanchuang (宁波燕创) | 59,486.26 | Cash | 1.48 | | 9 | Wuhu Xingyuan (芜湖星原) | 54,078.41 | Cash | 1.35 | | 10 | CCB International (建银国际) | 48,842.14 | Cash | 1.22 | | 11 | Hefei Jixin (合肥集鑫) | 47,604.56 | Cash | 1.18 | | 12 | China Life Investment (国寿投资) | 47,604.56 | Cash | 1.18 | | 13 | Zhong'an Zhaoshang Fund (中安招商基金) | 46,798.42 | Cash | 1.16 | | 14 | Anhui Guarantee Group (安徽担保集团) | 45,065.34 | Cash | 1.12 | | 15 | Anhua Innovation (安华创新) | 45,065.34 | Cash | 1.12 | | 16 | Anyuan Xingyida (安元星亿达) | 45,065.34 | Cash | 1.12 | | 17 | Jiaxing Hengxu (嘉兴恒旭) | 45,065.34 | Cash | 1.12 | | 18 | Midea Investment (美的投资) | 45,065.34 | Cash | 1.12 | | 19 | Qingdao Langge (青岛朗格) | 45,065.34 | Cash | 1.12 | | 20 | Junzhi Pu Venture (君挚璞创投) | 45,065.34 | Cash | 1.12 | | 21 | ABC Investment (农银投资) | 42,082.34 | Cash | 1.05 | | 22 | Zhazheng Investment (招证投资) | 32,371.10 | Cash | 0.81 | | 23 | Anhui Transportation Holdings (安徽交控) | 29,108.55 | Cash | 0.72 | | 24 | GigaDevice (兆易创新) | 28,562.74 | Cash | 0.71 | | 25 | Haitong Huiyin (海通徽银) | 28,562.74 | Cash | 0.71 | | 26 | Tianjin Haihe (天津海河) | 19,041.82 | Cash | 0.47 | | 27 | CICC Gongying (中金共赢) | 19,041.82 | Cash | 0.47 | | 28 | Hubei Xiaomi (湖北小米) | 12,675.49 | Cash | 0.32 | | 29 | Beijing Junlian (北京君联) | 11,774.18 | Cash | 0.29 | | **Total** | | **4,018,950.36** | — | **100.00** |
On January 25, 2022, the Company convened a shareholders' meeting and passed a shareholders' resolution, approving the increase of the Company's registered capital from RMB 40,189,503,600 (4,018,950.36 万元) to RMB 48,575,713,600 (4,857,571.36 万元), with the entire additional registered capital to be subscribed in cash by the following 20 shareholders. Details are as follows:
| No. | Shareholder Name | Capital Increase Amount (RMB 10,000) | Subscribed Additional Registered Capital (RMB 10,000) | |-----|-----------------|--------------------------------------|-------------------------------------------------------| | 1 | GigaDevice (兆易创新) | 50,000.00 | 22,532.67 | | 2 | Orient Asset Management (东方资管) | 50,000.00 | 22,532.67 | | 3 | PICC Tech Innovation (人保科创) | 20,000.00 | 9,013.07 | | 4 | CCB Navigation (建信领航) | 50,000.00 | 22,532.67 | | 5 | China Post Life (中邮人寿) | 50,000.00 | 22,532.67 | | 6 | Huaxin Ketai (华芯科泰) | 88,500.00 | 39,882.83 | | 7 | Sunshine Life (阳光人寿) | 50,000.00 | 22,532.67 | | 8 | Yunfeng Zhuoyue (云锋卓越) | 65,000.00 | 29,292.47 | | 9 | Qianhai Fangzhou (前海方舟) | 67,000.00 | 30,193.78 | | 10 | Xingqi Daohe (星棋道和) | 100,000.00 | 45,065.34 | | 11 | PICC Capital (人保资本) | 103,635.00 | 46,703.47 | | 12 | Ningbo Junhe (宁波君和) | 104,000.00 | 46,867.96 | | 13 | Beijing Fengyi (北京峰益) | 200,000.00 | 90,130.69 | | 14 | Hexie Health (和谐健康) | 200,000.00 | 90,130.69 | | 15 | Ali Network (阿里网络) | 150,000.00 | 67,598.02 | | 16 | Xinxin Jiayuan (鑫芯家园) | 100,500.00 | 45,290.67 | | 17 | Xinxin Lirun (鑫芯励润) | 141,965.00 | 63,977.02 | | 18 | Gamcier | 95,650.00 | 43,105.00 | | 19 | Glades View | 95,650.00 | 43,105.00 | | 20 | Shenzhen Investment Holdings (深圳投控) | 79,000.00 | 35,601.62 | | **Total** | | **1,860,900.00** | **838,621.00** |
On February 11, 2022, the Hefei Market Supervision Administration issued the Business License with the unified social credit code "91340100MA2MWUT60Q".
After the completion of this capital increase, the capital contributions and shareholding percentages of each shareholder were as follows:
| No. | Shareholder Name | Subscribed Capital Contribution (RMB 10,000) | Contribution Method | Shareholding Percentage (%) | |-----|-----------------|---------------------------------------------|--------------------|-----------------------------| | 1 | Shixi Jidian (石溪集电) | 1,304,364.95 | Cash, physical assets, land use rights | 26.85 | | 2 | Changxin Jicheng (长鑫集成) | 666,463.84 | Cash, physical assets, land use rights | 13.72 | | 3 | Big Fund Phase II (大基金二期) | 476,045.60 | Cash | 9.80 | | 4 | Anhui Provincial Investment (安徽省投) | 476,045.60 | Cash | 9.80 | | 5 | Zhaohyin Yunting (招银云亭) | 95,209.12 | Cash | 1.96 | | 6 | Beijing Fengyi (北京峰益) | 90,130.69 | Cash | 1.86 | | 7 | Country Garden Ventures (碧桂园创投) | 90,130.69 | Cash | 1.86 | | 8 | Hexie Health (和谐健康) | 90,130.69 | Cash | 1.86 | | 9 | National Adjustment Fund (国调基金) | 67,598.02 | Cash | 1.39 | | 10 | Ali Network (阿里网络) | 67,598.02 | Cash | 1.39 | | 11 | Xinxin Lirun (鑫芯励润) | 63,977.02 | Cash | 1.32 | | 12 | Ningbo Yanchuang (宁波燕创) | 59,486.26 | Cash | 1.22 | | 13 | Wuhu Xingyuan (芜湖星原) | 54,078.41 | Cash | 1.11 | | 14 | GigaDevice (兆易创新) | 51,095.41 | Cash | 1.05 | | 15 | CCB International (建银国际) | 48,842.14 | Cash | 1.01 | | 16 | Hefei Jixin (合肥集鑫) | 47,604.56 | Cash | 0.98 | | 17 | China Life Investment (国寿投资) | 47,604.56 | Cash | 0.98 | | 18 | Ningbo Junhe (宁波君和) | 46,867.96 | Cash | 0.96 | | 19 | Zhong'an Zhaoshang Fund (中安招商基金) | 46,798.42 | Cash | 0.96 | | 20 | PICC Capital (人保资本) | 46,703.47 | Cash | 0.96 | | 21 | Xinxin Jiayuan (鑫芯家园) | 45,290.67 | Cash | 0.93 | | 22 | Jiaxing Hengxu (嘉兴恒旭) | 45,065.34 | Cash | 0.93 | | 23 | Midea Investment (美的投资) | 45,065.34 | Cash | 0.93 | | 24 | Anhui Guarantee Group (安徽担保集团) | 45,065.34 | Cash | 0.93 | | 25 | Anyuan Xingyida (安元星亿达) | 45,065.34 | Cash | 0.93 | | 26 | Anhua Innovation (安华创新) | 45,065.34 | Cash | 0.93 | | 27 | Junzhi Pu Venture (君挚璞创投) | 45,065.34 | Cash | 0.93 | | 28 | Qingdao Langge (青岛朗格) | 45,065.34 | Cash | 0.93 | | 29 | Xingqi Daohe (星棋道和) | 45,065.34 | Cash | 0.93 | | 30 | Gamcier | 43,105.00 | Cash | 0.89 | | 31 | Glades View | 43,105.00 | Cash | 0.89 | | 32 | ABC Investment (农银投资) | 42,082.34 | Cash | 0.87 |
| No. | Shareholder Name | Subscribed Capital Contribution (RMB 10,000) | Contribution Method | Shareholding Percentage (%) | |-----|-----------------|---------------------------------------------|--------------------|-----------------------------| | 33 | Huaxin Ketai (华芯科泰) | 39,882.83 | Cash | 0.82 | | 34 | Shenzhen Investment Holdings (深圳投控) | 35,601.62 | Cash | 0.73 | | 35 | Zhazheng Investment (招证投资) | 32,371.10 | Cash | 0.67 | | 36 | Qianhai Fangzhou (前海方舟) | 30,193.78 | Cash | 0.62 | | 37 | Yunfeng Zhuoyue (云锋卓越) | 29,292.47 | Cash | 0.60 | | 38 | Anhui Transportation Holdings (安徽交控) | 29,108.55 | Cash | 0.60 | | 39 | Haitong Huiyin (海通徽银) | 28,562.74 | Cash | 0.59 | | 40 | Orient Asset Management (东方资管) | 22,532.67 | Cash | 0.46 | | 41 | Sunshine Life (阳光人寿) | 22,532.67 | Cash | 0.46 | | 42 | China Post Life (中邮人寿) | 22,532.67 | Cash | 0.46 | | 43 | CCB Navigation (建信领航) | 22,532.67 | Cash | 0.46 | | 44 | Tianjin Haihe (天津海河) | 19,041.82 | Cash | 0.39 | | 45 | CICC Gongying (中金共赢) | 19,041.82 | Cash | 0.39 | | 46 | Hubei Xiaomi (湖北小米) | 12,675.49 | Cash | 0.26 | | 47 | Beijing Junlian (北京君联) | 11,774.18 | Cash | 0.24 | | 48 | PICC Tech Innovation (人保科创) | 9,013.07 | Cash | 0.19 | | **Total** | | **4,857,571.36** | — | **100.00** |
On March 2, 2023, all shareholders of Ruili Integrated passed a shareholders' resolution by written resolution, approving the increase of the Company's registered capital from RMB 48,575,713,600 (4,857,571.36 万元) to RMB 53,632,566,500 (5,363,256.65 万元), with the additional registered capital formed by capitalizing RMB 5,056,852,900 (505,685.29 万元) from Ruili Integrated's capital surplus. Of this amount, Big Fund Phase II (大基金二期) received capitalized registered capital of RMB 495,575,300 (49,557.53 万元), and Hefei Jixin (合肥集鑫) received capitalized registered capital of RMB 4,561,277,500 (456,127.75 万元).
On March 13, 2023, the Hefei Market Supervision Administration issued the Business License with the unified social credit code "91340100MA2MWUT60Q".
After this capital increase, the capital contributions and shareholding percentages of each shareholder were as follows:
| No. | Shareholder Name | Subscribed Capital Contribution (RMB 10,000) | Contribution Method | Shareholding Percentage (%) | |-----|-----------------|---------------------------------------------|--------------------|-----------------------------| | 1 | Shixi Jidian (石溪集电) | 1,304,364.95 | Cash, physical assets, land use rights | 24.32 | | 2 | Changxin Jicheng (长鑫集成) | 666,463.84 | Cash, physical assets, land use rights | 12.43 | | 3 | Big Fund Phase II (大基金二期) | 525,603.14 | Cash | 9.80 |
| No. | Shareholder Name | Subscribed Capital Contribution (RMB 10,000) | Contribution Method | Shareholding Percentage (%) | |-----|-----------------|---------------------------------------------|--------------------|-----------------------------| | 4 | Hefei Jixin (合肥集鑫) | 503,732.31 | Cash | 9.39 | | 5 | Anhui Provincial Investment (安徽省投) | 476,045.60 | Cash | 8.88 | | 6 | Zhaohyin Yunting (招银云亭) | 95,209.12 | Cash | 1.78 | | 7 | Beijing Fengyi (北京峰益) | 90,130.69 | Cash | 1.68 | | 8 | Country Garden Ventures (碧桂园创投) | 90,130.69 | Cash | 1.68 | | 9 | Hexie Health (和谐健康) | 90,130.69 | Cash | 1.68 | | 10 | National Adjustment Fund (国调基金) | 67,598.02 | Cash | 1.26 | | 11 | Ali Network (阿里网络) | 67,598.02 | Cash | 1.26 | | 12 | Xinxin Lirun (鑫芯励润) | 63,977.02 | Cash | 1.19 | | 13 | Ningbo Yanchuang (宁波燕创) | 59,486.26 | Cash | 1.11 | | 14 | Wuhu Xingyuan (芜湖星原) | 54,078.41 | Cash | 1.01 | | 15 | GigaDevice (兆易创新) | 51,095.41 | Cash | 0.95 | | 16 | CCB International (建银国际) | 48,842.14 | Cash | 0.91 | | 17 | China Life Investment (国寿投资) | 47,604.56 | Cash | 0.89 | | 18 | Ningbo Junhe (宁波君和) | 46,867.96 | Cash | 0.87 | | 19 | Zhong'an Zhaoshang Fund (中安招商基金) | 46,798.42 | Cash | 0.87 | | 20 | PICC Capital (人保资本) | 46,703.47 | Cash | 0.87 | | 21 | Xinxin Jiayuan (鑫芯家园) | 45,290.67 | Cash | 0.84 | | 22 | Jiaxing Hengxu (嘉兴恒旭) | 45,065.34 | Cash | 0.84 | | 23 | Midea Investment (美的投资) | 45,065.34 | Cash | 0.84 | | 24 | Anhui Guarantee Group (安徽担保集团) | 45,065.34 | Cash | 0.84 | | 25 | Anyuan Xingyida (安元星亿达) | 45,065.34 | Cash | 0.84 | | 26 | Anhua Innovation (安华创新) | 45,065.34 | Cash | 0.84 | | 27 | Junzhi Pu Venture (君挚璞创投) | 45,065.34 | Cash | 0.84 | | 28 | Qingdao Langge (青岛朗格) | 45,065.34 | Cash | 0.84 | | 29 | Xingqi Daohe (星棋道和) | 45,065.34 | Cash | 0.84 | | 30 | Gamcier | 43,105.00 | Cash | 0.80 | | 31 | Glades View | 43,105.00 | Cash | 0.80 | | 32 | ABC Investment (农银投资) | 42,082.34 | Cash | 0.78 | | 33 | Huaxin Ketai (华芯科泰) | 39,882.83 | Cash | 0.74 | | 34 | Shenzhen Investment Holdings (深圳投控) | 35,601.62 | Cash | 0.66 | | 35 | Zhazheng Investment (招证投资) | 32,371.10 | Cash | 0.60 | | 36 | Qianhai Fangzhou (前海方舟) | 30,193.78 | Cash | 0.56 |
| No. | Shareholder Name | Subscribed Capital Contribution (RMB 10,000) | Contribution Method | Shareholding Percentage (%) | |-----|-----------------|---------------------------------------------|--------------------|-----------------------------| | 37 | Yunfeng Zhuoyue (云锋卓越) | 29,292.47 | Cash | 0.55 | | 38 | Anhui Transportation Holdings (安徽交控) | 29,108.55 | Cash | 0.54 | | 39 | Haitong Huiyin (海通徽银) | 28,562.74 | Cash | 0.53 | | 40 | Orient Asset Management (东方资管) | 22,532.67 | Cash | 0.42 | | 41 | Sunshine Life (阳光人寿) | 22,532.67 | Cash | 0.42 | | 42 | China Post Life (中邮人寿) | 22,532.67 | Cash | 0.42 | | 43 | CCB Navigation (建信领航) | 22,532.67 | Cash | 0.42 | | 44 | Tianjin Haihe (天津海河) | 19,041.82 | Cash | 0.36 | | 45 | CICC Gongying (中金共赢) | 19,041.82 | Cash | 0.36 | | 46 | Hubei Xiaomi (湖北小米) | 12,675.49 | Cash | 0.24 | | 47 | Beijing Junlian (北京君联) | 11,774.18 | Cash | 0.22 | | 48 | PICC Tech Innovation (人保科创) | 9,013.07 | Cash | 0.17 | | **Total** | | **5,363,256.65** | — | **100.00** |
On March 25, 2023, Ruili Integrated convened a shareholders' meeting and passed a resolution determining that: Anhui Guarantee Group (安徽担保集团) would transfer its 0.8403% equity interest in the Company to its wholly-owned subsidiary Anhui Guarantee Asset Management (安徽担保资管); CCB International (建银国际) would transfer its 0.1428% equity interest in the Company to its affiliate Xinxin Jidian (芯鑫集电); and Country Garden Ventures (碧桂园创投) would transfer its 1.6805% equity interest in the Company to its affiliate Huibi No. 5 (汇碧五号). The specific details are as follows:
| No. | Transferor | Transferee | Registered Capital Transferred (RMB 10,000) | Equity Transfer Consideration (RMB 10,000) | Transfer Price per Unit of Registered Capital (RMB/unit) | |-----|-----------|-----------|---------------------------------------------|-------------------------------------------|----------------------------------------------------------| | 1 | CCB International (建银国际) | Xinxin J
All property interests in Hefei Shuimu (property interest ratio of 3.322%, corresponding to a capital contribution of RMB 25,000,000) were transferred to Lü Dalong. Pursuant to the Transfer Agreement, from the date of completion of the industrial and commercial registration change for this transfer of interests, Lü Dalong shall obtain ownership of all property interests involved in this transfer and shall become a partner of Hefei Shuimu. On December 17, 2025, the competent registration authority completed the industrial and commercial registration procedures for this change of partners.
As of the date of signing of this Prospectus, the nominee shareholding arrangements that historically existed with the Issuer have been dissolved in accordance with the law, and there are no disputes or potential disputes regarding equity ownership among the parties to the relevant equity transfers. The Issuer's share ownership is clear, and there are no nominee shareholding arrangements.
## III. Significant Events Since the Issuer's Establishment (Including Major Asset Restructurings During the Reporting Period)
There were no major events such as significant asset restructurings during the Issuer's reporting period.
The Issuer is not listed or quoted on any other securities market.
As of the date of signing of this Prospectus, the Company's equity structure is as shown in the diagram below:
| Hefei Qinghui Integrated Circuit Enterprise Management Partnership (Limited Partnership) | Hefei Chang Xin Integrated Circuit Co., Ltd. | National Integrated Circuit Industry Investment Fund Phase II Co., Ltd. | Hefei Jixin Enterprise Management Partnership (Limited Partnership) | Anhui Province Investment Group Holdings Co., Ltd. | Other 55 Institutional Shareholders | |---|---|---|---|---|---| | 21.67% | 11.71% | 8.73% | 8.37% | 7.91% | 41.61% |
| ↓ 100% | ↓ Control | ↓ 31.72% | |---|---|---| | Chang Xin Storage (长鑫存储) | Chang Xin Xin'an (长鑫芯安) | Chang Xin Integrated Circuit (长鑫集电) | Other Subsidiaries |
## VI. Details of the Issuer's Important Subsidiaries, Other Subsidiaries, and Equity-Participated Companies
As of the date of signing of this Prospectus, Chang Xin Storage (长鑫存储), Chang Xin Xinqiao (长鑫新桥), and Chang Xin Integrated Circuit (长鑫集电) are important operating entities for the Company's business, having formed a certain scale of production and sales or undertaking core technology research and development. Their combined total assets as a proportion of the Company's consolidated financial statement total assets exceeded 95% as of the end of June 2025, and they are classified as important subsidiaries.
| Item | Details | |---|---| | **Company Name** | Chang Xin Memory Technology Co., Ltd. (长鑫存储技术有限公司) | | **Unified Social Credit Code** | 91340111MA2R95NL69 | | **Type** | Limited Liability Company (wholly legal-person-owned, invested or controlled by non-natural persons) | | **Registered Address** | No. 799 Qide Road, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Principal Place of Business** | No. 799 Qide Road, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Legal Representative** | Wu Liying | | **Registered Capital** | RMB 23,887,601,600 (2,388,760.16 ten-thousand yuan) | | **Paid-in Capital** | RMB 23,887,601,600 (2,388,760.16 ten-thousand yuan) | | **Date of Establishment** | November 16, 2017 | | **Business Period** | November 16, 2017 to no fixed term | | **Business Scope** | Licensed items: Employment agency services (items that require approval by law must be conducted after approval by the relevant authorities, and the specific business items shall be subject to the approval documents or permits issued by the relevant authorities). General items: Data processing and storage support services; integrated circuit design; technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; information technology consulting services; electronic product sales; integrated circuit chip design and services; integrated circuit chip and product manufacturing; integrated circuit chip and product sales; software development; network and information security software development; software sales; wholesale of computer hardware and software and auxiliary equipment; wholesale of electronic components; retail of electronic components; sales of electronic components and electromechanical component equipment; communications equipment sales; machinery and equipment leasing; non-residential real estate leasing; residential leasing; investment activities with own funds; import and export of goods; import and export of technology; import and export agency (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Principal Business** | Design, research and development, production, and sales of Dynamic Random Access Memory (DRAM) chips | | **Shareholder Structure** | The Issuer holds 100% | | **Key Financial Data (Unit: ten-thousand yuan)** | |
| Period | June 30, 2025 / January–June 2025 | December 31, 2024 / Full Year 2024 | |---|---|---| | Total Assets | 7,839,093.89 | 7,895,706.25 | | Net Assets | 2,668,989.83 | 2,563,047.26 | | Revenue | 1,406,753.78 | 1,977,569.29 | | Net Profit | 83,105.36 | -63,936.42 |
Note: The above financial data has been audited by Deloitte.
| Item | Details | |---|---| | **Company Name** | Chang Xin Xinqiao Memory Technology Co., Ltd. (长鑫新桥存储技术有限公司) | | **Unified Social Credit Code** | 91340111MA2WKMFR5C | | **Type** | Other Limited Liability Company | | **Registered Address** | No. 2788 Xinhuai Avenue, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province |
| Item | Details | |---|---| | **Principal Place of Business** | No. 2788 Xinhuai Avenue, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 53,953,715,100 (5,395,371.51 ten-thousand yuan) | | **Paid-in Capital** | RMB 53,561,791,100 (5,356,179.11 ten-thousand yuan) | | **Date of Establishment** | January 5, 2021 | | **Business Period** | January 5, 2021 to no fixed term | | **Business Scope** | Storage technology services; integrated circuit design, manufacturing, processing, technology development, technology transfer, technology consulting, technology services, technology training and technology testing; electronic product sales and provision of after-sales services and technology services; semiconductor integrated circuit chip research and development, design, consignment processing, and sales; design and development of computer hardware, software, and network software and hardware products; sales of computer hardware and software and auxiliary equipment, electronic components, and communications equipment; equipment and property leasing; industrial mergers and acquisitions; self-operated and agency import and export of all types of goods and technologies (except commodities and technologies whose import and export are restricted or prohibited by the State). | | **Principal Business** | Design, research and development, production, and sales of Dynamic Random Access Memory (DRAM) chips | | **Shareholder Structure** | |
| No. | Shareholder Name | Shareholding Ratio | |---|---|---| | 1 | Chang Xin Xin'an (长鑫芯安) | 27.33% | | 2 | Hefei Xin Yi He Sheng Technology Partnership (Limited Partnership) (合肥鑫益合升科技合伙企业（有限合伙）) | 27.09% | | 3 | Big Fund Phase II (大基金二期) | 26.99% | | 4 | Hefei Chan Tou (合肥产投) | 15.24% | | 5 | Chang Xin Technology (长鑫科技) | 3.35% | | | **Total** | **100.00%** |
| **Key Financial Data (Unit: ten-thousand yuan)** | June 30, 2025 / January–June 2025 | December 31, 2024 / Full Year 2024 | |---|---|---| | Total Assets | 9,879,122.23 | 9,508,151.93 | | Net Assets | 5,127,680.33 | 4,594,643.66 | | Revenue | 596,203.00 | 322,466.28 | | Net Profit | -143,684.62 | -133,635.49 |
Note 1: The above financial data has been audited by Deloitte. Note 2: Pursuant to the Concert Party Agreement signed by the Issuer's subsidiary Chang Xin Xin'an with Hefei Xin Yi He Sheng Technology Partnership (Limited Partnership) and Hefei Chan Tou, the Issuer can control more than 50% of the voting rights in Chang Xin Xinqiao.
| Item | Details | |---|---| | **Company Name** | Chang Xin Integrated Circuit (Beijing) Memory Technology Co., Ltd. (长鑫集电（北京）存储技术有限公司) | | **Unified Social Credit Code** | 91110302MA007QPT25 | | **Type** | Other Limited Liability Company | | **Registered Address** | Floors 1–5, Building 1, Courtyard No. 51, Jinghai Third Road, Beijing Economic and Technological Development Zone, Beijing | | **Principal Place of Business** | Floors 1–5, Building 1, Courtyard No. 51, Jinghai Third Road, Beijing Economic and Technological Development Zone, Beijing | | **Legal Representative** | Zhao Lun |
| Item | Details | |---|---| | **Registered Capital** | RMB 50,849,480,300 (5,084,948.03 ten-thousand yuan) | | **Paid-in Capital** | RMB 50,849,480,300 (5,084,948.03 ten-thousand yuan) | | **Date of Establishment** | August 23, 2016 | | **Business Period** | August 23, 2016 to August 22, 2066 | | **Business Scope** | General items: Technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; integrated circuit design; integrated circuit manufacturing; integrated circuit chip and product manufacturing; integrated circuit chip design and services; integrated circuit chip and product sales; professional design services; wholesale of computer hardware and software and auxiliary equipment; retail of computer hardware and software and auxiliary equipment; power electronic component sales; electronic product sales; communications equipment sales; import and export of goods; import and export of technology; import and export agency; software development; machinery and equipment leasing. | | **Principal Business** | Design, research and development, production, and sales of Dynamic Random Access Memory (DRAM) chips | | **Shareholder Structure** | |
| No. | Shareholder Name | Shareholding Ratio | |---|---|---| | 1 | Chang Xin Technology (长鑫科技) | 31.72% | | 2 | Beijing Yizhuang International Investment Development Co., Ltd. (北京亦庄国际投资发展有限公司) | 31.72% | | 3 | Big Fund Phase II (大基金二期) | 24.67% | | 4 | Beijing Yizhuang Technology Co., Ltd. (北京亦庄科技有限公司) | 6.79% | | 5 | Beijing Yitang Technology Co., Ltd. (北京屹唐科技有限公司) | 5.09% | | | **Total** | **100.00%** |
| **Key Financial Data (Unit: ten-thousand yuan)** | June 30, 2025 / January–June 2025 | December 31, 2024 / Full Year 2024 | |---|---|---| | Total Assets | 9,981,991.20 | 9,467,550.62 | | Net Assets | 4,737,180.51 | 4,145,905.70 | | Revenue | 635,063.89 | 813,012.22 | | Net Profit | -89,375.34 | -127,929.65 |
Note 1: The above financial data has been audited by Deloitte. Note 2: Pursuant to the Concert Party Agreement signed by the Issuer with Beijing Yizhuang International Investment Development Co., Ltd., Beijing Yizhuang Technology Co., Ltd., and Beijing Yitang Technology Co., Ltd., the Issuer can control more than 50% of the voting rights in Chang Xin Integrated Circuit.
As of the date of signing of this Prospectus, the basic information on the Issuer's other subsidiaries is as follows:
| Item | Details | |---|---| | **Company Name** | 长鑫存储技术（香港）有限公司 / ChangXin Memory Technology (Hong Kong) Limited | | **Business Registration Number** | 69757731 | | **Registered Address** | Room 06, 13A/F., South Tower, World Finance Centre, Harbour City, 17 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong | | **Issued Shares** | HKD 5,000,000 (500.00 ten-thousand Hong Kong dollars) | | **Date of Establishment** | August 14, 2018 |
| Item | Details | |---|---| | **Company Name** | Hefei Chang Xin Technology Service Co., Ltd. (合肥长鑫科技服务有限公司) | | **Unified Social Credit Code** | 91340111MA2UYQ645U | | **Type** | Limited Liability Company (wholly legal-person-owned, invested or controlled by non-natural persons) | | **Registered Address** | Room 101, Building CB, No. 388 Xingye Avenue, Airport Industrial Park, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Legal Representative** | Li Xiaoyu | | **Registered Capital** | RMB 50,000,000 (5,000.00 ten-thousand yuan) | | **Date of Establishment** | July 3, 2020 | | **Business Period** | July 3, 2020 to no fixed term | | **Business Scope** | Licensed items: Real estate development and management; construction engineering; construction design; catering services; urban delivery and transportation services (excluding hazardous goods); tourism business (items that require approval by law must be conducted after approval by the relevant authorities, and the specific business items shall be subject to the approval documents or permits issued by the relevant authorities). General items: Technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; non-residential real estate leasing; residential leasing; property management; catering management; planning and design management; consulting and planning services; health consulting services (excluding medical treatment services); commercial complex management services; corporate administrative management services; human resources services (excluding employment agency activities and labor dispatch services); education consulting services (excluding education and training activities requiring permits and approvals); enterprise management; enterprise management consulting; property service evaluation; tourism development project planning and consulting; travel agency service outlet tourism solicitation and consulting services; production, sales, processing, transportation, storage and other related services of agricultural products; leisure and sightseeing activities; investment activities with own funds (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Beijing Jiuxin Technology Co., Ltd. (北京久芯科技有限公司) | | **Unified Social Credit Code** | 91110302MA01TEQA1L | | **Type** | Limited Liability Company (wholly legal-person-owned) | | **Registered Address** | Floor 2, Building 1, Courtyard No. 51, Jinghai Third Road, Beijing Economic and Technological Development Zone, Beijing | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 100,000,000 (10,000.00 ten-thousand yuan) | | **Date of Establishment** | July 8, 2020 | | **Business Period** | July 8, 2020 to no fixed term | | **Business Scope** | Technology development, technology transfer, technology consulting, technology services, technology testing; integrated circuit design; product design; consignment processing of semiconductor integrated circuit chips; software development; sales of computers, software and auxiliary equipment, electronic components, communications equipment, and electronic products; equipment leasing; rental of office space; rental of commercial space; import and export agency, technology import and export, and goods import and export. Market entities may independently choose business items and carry out business activities in accordance with the law; items that require approval by law shall be conducted in accordance with the approved content after approval by the relevant authorities; activities in projects prohibited and restricted by national and municipal industrial policies shall not be conducted. |
| Item | Details | |---|---| | **Company Name** | ChangXin Memory Technologies ジャパン株式会社 | | **Company Number** | 0106-01-058398 | | **Registered Address** | 2-8-12 Shin-Yokohama, Kohoku-ku, Yokohama City, Kanagawa Prefecture, Japan | | **Subscribed Registered Capital** | JPY 9,000,000 (900.00 ten-thousand Japanese yen) | | **Date of Establishment** | November 30, 2020 | | **Business Scope** | 1. Services related to the development and design of memory chips, software development and testing, and technology transfer services; 2. Sales and after-sales services for semiconductor products; 3. Development of software and hardware related to semiconductor products and computers; 4. Acquisition of semiconductor-related companies (manufacturers, trading companies, or technology development companies) and support services related to such acquisitions; 5. Consulting services relating to design of semiconductor equipment, software development, technology development for mass production, development of test programs and sales, etc.; 6. All business incidental to the above items. | | **Investor and Equity Interest** | Chang Xin Hong Kong holds 100% of shares |
| Item | Details | |---|---| | **Company Name** | Chang Xin Memory Technology (Xi'an) Co., Ltd. (长鑫存储技术（西安）有限公司) | | **Unified Social Credit Code** | 91610131MAB10DL15U | | **Type** | Limited Liability Company (wholly foreign-invested enterprise, legal-person-owned) | | **Registered Address** | Room 2301, Floor 23, East Building, Singapore Ascendas Science and Technology City, No. 88 Technology Sixth Road West, Hi-Tech Zone, Xi'an, Shaanxi Province | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 10,000,000 (1,000.00 ten-thousand yuan) | | **Date of Establishment** | September 10, 2021 | | **Business Period** | September 10, 2021 to no fixed term | | **Business Scope** | General items: Manufacturing of semiconductor device-specific equipment; manufacturing of electronic components and electromechanical component equipment; integrated circuit design; integrated circuit chip design and services; manufacturing of electronic specialized equipment. (In addition to items that require approval by law, the Company may independently conduct business activities in accordance with the law based on its business license.) | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Chang Xin Xin Ju Equity Investment (Anhui) Co., Ltd. (长鑫芯聚股权投资（安徽）有限公司) | | **Unified Social Credit Code** | 91340111MA8NTRTL0Y | | **Type** | Limited Liability Company (wholly legal-person-owned, invested or controlled by non-natural persons) | | **Registered Address** | No. 388 Xingye Avenue, Airport Industrial Park, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province |
| Item | Details | |---|---| | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 5,608,900,000 (560,890.00 ten-thousand yuan) | | **Date of Establishment** | March 16, 2022 | | **Business Period** | March 16, 2022 to no fixed term | | **Business Scope** | General items: Investment activities with own funds; venture capital (limited to investment in unlisted enterprises) (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Anhui Qihang Xinrui Private Fund Management Co., Ltd. (安徽启航鑫睿私募基金管理有限公司) | | **Unified Social Credit Code** | 91340111MA8NWG334M | | **Type** | Other Limited Liability Company (wholly legal-person-owned, invested or controlled by non-natural persons) | | **Registered Address** | Building 30, Tsinghua Road Science and Technology Park, No. 5708 Jinxiu Avenue, Haiheng Community, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Legal Representative** | Sun Jian | | **Registered Capital** | RMB 100,000,000 (10,000.00 ten-thousand yuan) | | **Date of Establishment** | March 30, 2022 | | **Business Period** | March 30, 2022 to no fixed term | | **Business Scope** | General items: Private equity investment fund management and venture capital fund management services (business activities may only be conducted after registration and filing with the Asset Management Association of China); equity investment, investment management, asset management and other activities using private funds (business activities may only be conducted after registration and filing with the Asset Management Association of China) (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | Chang Xin Xin Ju holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Chang Xin Xin Yuan Equity Investment (Anhui) Co., Ltd. (长鑫芯元股权投资（安徽）有限公司) | | **Unified Social Credit Code** | 91340111MA8P4JLL3U | | **Type** | Limited Liability Company (wholly legal-person-owned, invested or controlled by non-natural persons) | | **Registered Address** | No. 388 Xingye Avenue, Airport Industrial Park, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 100,000,000 (10,000.00 ten-thousand yuan) | | **Date of Establishment** | June 9, 2022 | | **Business Period** | June 9, 2022 to no fixed term | | **Business Scope** | General items: Investment activities with own funds; venture capital (limited to investment in unlisted enterprises) (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | Chang Xin Xin Ju holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Chang Xin Memory Technology (Hefei) Co., Ltd. (长鑫存储科技（合肥）有限公司) | | **Unified Social Credit Code** | 91340111MA8PDEPY0N | | **Type** | Limited Liability Company (wholly legal-person-owned, invested or controlled by non-natural persons) | | **Registered Address** | No. 388 Xingye Avenue, Airport Industrial Park, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 100,000,000 (10,000.00 ten-thousand yuan) | | **Date of Establishment** | August 26, 2022 | | **Business Period** | August 26, 2022 to no fixed term | | **Business Scope** | General items: Manufacturing of electronic specialized materials; sales of electronic specialized materials; research and development of electronic specialized materials; integrated circuit chip design and services; integrated circuit manufacturing; integrated circuit sales; integrated circuit chip and product manufacturing; technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; import and export of technology; import and export of goods; import and export agency; manufacturing of electronic components; wholesale of electronic components; retail of electronic components (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Chang Xin Memory Products (Hefei) Co., Ltd. (长鑫存储产品（合肥）有限公司) | | **Unified Social Credit Code** | 91340123MA8PN0YKXR | | **Type** | Limited Liability Company (wholly legal-person-owned, invested or controlled by non-natural persons) | | **Registered Address** | No. 8 Zipengshan Road, Feixi County Economic Development Zone, Hefei City, Anhui Province | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 6,661,000,000 (666,100.00 ten-thousand yuan) | | **Date of Establishment** | November 4, 2022 | | **Business Period** | November 4, 2022 to no fixed term | | **Business Scope** | Licensed items: Construction engineering (items that require approval by law must be conducted after approval by the relevant authorities, and the specific business items shall be subject to the approval documents or permits issued by the relevant authorities). General items: Technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; integrated circuit manufacturing; integrated circuit design; integrated circuit sales; integrated circuit chip and product manufacturing; integrated circuit chip and product sales; integrated circuit chip design and services; manufacturing of semiconductor device-specific equipment; general equipment repair; import and export of technology; import and export of goods; import and export agency; ordinary goods warehousing services (excluding dangerous chemicals and other items requiring permit approvals); residential leasing; semiconductor device-specific equipment sales; retail of electronic components; wholesale of electronic components; electronic product sales; machinery and equipment leasing (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Chang Xin Integrated Circuit Technology (Beijing) Co., Ltd. (长鑫集电科技（北京）有限公司) | | **Unified Social Credit Code** | 91110400MAC6U2BL52 | | **Type** | Limited Liability Company (wholly legal-person-owned) | | **Registered Address** | Room 601-1, Floor 6, Building 3, Jiachang East Street No. 5 (A), Rongchang, Beijing Economic and Technological Development Zone (Yizhuang Group, Beijing Free Trade Pilot Zone High-End Industrial Zone) | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 5,000,000,000 (500,000.00 ten-thousand yuan) | | **Date of Establishment** | December 26, 2022 | | **Business Period** | December 26, 2022 to December 25, 2072 | | **Business Scope** | General items: Technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; integrated circuit design; integrated circuit manufacturing; integrated circuit chip and product manufacturing; integrated circuit chip and product sales; integrated circuit chip design and services; professional design services; wholesale of computer hardware and software and auxiliary equipment; retail of computer hardware and software and auxiliary equipment; power electronic component sales; electronic product sales; communications equipment sales; import and export of goods; import and export of technology; import and export agency; software development; machinery and equipment leasing. (In addition to items that require approval by law, the Company may independently conduct business activities in accordance with the law based on its business license.) (Activities in projects prohibited and restricted by national and municipal industrial policies shall not be conducted.) | | **Investor and Equity Interest** | Chang Xin Integrated Circuit holds 100% |
| Item | Details | |---|---| | **Company Name** | Chang Xin Integrated Circuit Semiconductor (Beijing) Co., Ltd. (长鑫集电半导体（北京）有限公司) | | **Unified Social Credit Code** | 91110400MAC6A6EB40 | | **Type** | Limited Liability Company (wholly legal-person-owned) | | **Registered Address** | Room 601-1, Floor 6, Building 3, Jiachang East Street No. 5 (A), Rongchang, Beijing Economic and Technological Development Zone (Yizhuang Group, Beijing Free Trade Pilot Zone High-End Industrial Zone) | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 5,000,000,000 (500,000.00 ten-thousand yuan) | | **Date of Establishment** | December 26, 2022 | | **Business Period** | December 26, 2022 to December 25, 2072 | | **Business Scope** | General items: Manufacturing of semiconductor discrete devices; technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; integrated circuit design; integrated circuit manufacturing; integrated circuit chip and product manufacturing; integrated circuit chip and product sales; integrated circuit chip design and services; professional design services; wholesale of computer hardware and software and auxiliary equipment; retail of computer hardware and software and auxiliary equipment; power electronic component sales; electronic product sales; communications equipment sales; import and export of goods; import and export of technology; import and export agency; software development; machinery and equipment leasing. (In addition to items that require approval by law, the Company may independently conduct business activities in accordance with the law based on its business license.) (Activities in projects prohibited and restricted by national and municipal industrial policies shall not be conducted.) | | **Investor and Equity Interest** | Chang Xin Integrated Circuit holds 100% |
| Item | Details | |---|---| | **Company Name** | Chang Xin Minke Memory Technology (Shanghai) Co., Ltd. (长鑫闵科存储技术（上海）有限公司) | | **Unified Social Credit Code** | 91310112MAC5C6PF7P | | **Type** | Limited Liability Company (wholly foreign-invested enterprise, legal-person-owned) | | **Registered Address** | Building 26, No. 1355 Caobao Road, Minhang District, Shanghai | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 10,000,000 (1,000.00 ten-thousand yuan) | | **Date of Establishment** | January 6, 2023 | | **Business Period** | January 6, 2023 to no fixed term | | **Business Scope** | General items: Technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; integrated circuit design; integrated circuit chip and product manufacturing; integrated circuit chip and product sales; integrated circuit chip design and services; retail of electronic components; wholesale of electronic components; software development; machinery and equipment sales; machinery and equipment leasing; machinery and equipment research and development; computer and communications equipment leasing; communications equipment sales; wholesale of computer hardware and software and auxiliary equipment; retail of computer hardware and software and auxiliary equipment; electronic product sales; import and export of goods; import and export of technology. (In addition to items that require approval by law, the Company may independently conduct business activities in accordance with the law based on its business license.) | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Anhui New Generation Information Technology Industry Fund Partnership (Limited Partnership) (安徽省新一代信息技术产业基金合伙企业（有限合伙）) | | **Unified Social Credit Code** | 91340111MA8Q9R8X9F | | **Type** | Limited Partnership | | **Registered Address** | Room 808, Building 9, Sino-German Cooperation Innovation Park, No. 693 Qingtan Road, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Executive Partner** | Qihang Xinrui (启航鑫睿) | | **Capital Contribution** | RMB 12,500,000,000 (1,250,000.00 ten-thousand yuan) | | **Date of Establishment** | April 6, 2023 | | **Business Period** | April 6, 2023 to April 6, 2035 | | **Business Scope** | General items: Equity investment, investment management, asset management and other activities using private funds (business activities may only be conducted after registration and filing with the Asset Management Association of China); venture capital (limited to investment in unlisted enterprises); investment activities with own funds (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | |
| Investor | Equity Interest Ratio | |---|---| | Anhui Province Caijin Investment Co., Ltd. (安徽省财金投资有限公司) | 40.00% | | Chang Xin Xin Ju (长鑫芯聚) | 39.92% | | Hefei Venture Capital Guidance Fund Co., Ltd. (合肥市创业投资引导基金有限公司) | 10.02% | | Hefei Venture Capital Guidance Fund Phase II Co., Ltd. (合肥市创业投资引导基金二期有限公司) | 9.98% | | Qihang Xinrui (启航鑫睿) | 0.08% |
| Item | Details | |---|---| | **Company Name** | Hefei Qihang Chuang Xin Fund Partnership (Limited Partnership) (合肥启航创芯基金合伙企业（有限合伙）) | | **Unified Social Credit Code** | 91340111MA8QP5YCXL | | **Type** | Limited Partnership | | **Registered Address** | Room 808, Building 9, Sino-German Cooperation Innovation Park, No. 693 Qingtan Road, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Executive Partner** | Qihang Xinrui (启航鑫睿) | | **Capital Contribution** | RMB 5,500,010,000 (550,001.00 ten-thousand yuan) | | **Date of Establishment** | July 13, 2023 | | **Business Period** | July 13, 2023 to July 12, 2030 | | **Business Scope** | General items: Equity investment, investment management, asset management and other activities using private funds (business activities may only be conducted after registration and filing with the Asset Management Association of China) (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | |
| Investor | Equity Interest Ratio | |---|---| | Anhui New Generation (安徽新一代) | 90.9089% | | Yangtze River Delta Synergy Leadership (Shanghai) Private Fund Partnership (Limited Partnership) (长三角协同引领（上海）私募基金合伙企业（有限合伙）) | 9.0909% | | Qihang Xinrui (启航鑫睿) | 0.0002% | | **Total** | **100.0000%** |
| Item | Details | |---|---| | **Company Name** | Chang Xin Xin Da Enterprise Management (Hefei) Co., Ltd. (长鑫芯达企业管理（合肥）有限公司) | | **Unified Social Credit Code** | 91340111MA8QY4MT91 | | **Type** | Limited Liability Company (wholly legal-person-owned, invested or controlled by non-natural persons) | | **Registered Address** | Room 106, R&D Building, Xinqiao Integrated Circuit Science and Technology Park, No. 1 Shuofang Road, Airport Economic Demonstration Zone, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 1,000,000 (100.00 ten-thousand yuan) | | **Date of Establishment** | September 1, 2023 | | **Business Period** | September 1, 2023 to no fixed term | | **Business Scope** | General items: Enterprise management consulting; financial consulting (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | Chang Xin Xin Ju holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Chang Xin Xin'an (Hefei) Enterprise Management Partnership (Limited Partnership) (长鑫芯安（合肥）企业管理合伙企业（有限合伙）) | | **Unified Social Credit Code** | 91340111MA8QYLWD8U | | **Type** | Limited Partnership | | **Registered Address** | Room 106, R&D Building, Xinqiao Integrated Circuit Science and Technology Park, No. 1 Shuofang Road, Airport Economic Demonstration Zone, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Executive Partner** | Chang Xin Xin Da (长鑫芯达) | | **Capital Contribution** | RMB 15,191,370,000 (1,519,137.00 ten-thousand yuan) | | **Date of Establishment** | September 6, 2023 | | **Business Period** | September 6, 2023 to no fixed term | | **Business Scope** | General items: Enterprise management; commercial complex management services; socioeconomic consulting services; corporate image planning; market survey (excluding surveys involving foreign affairs) (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | |
| Investor | Equity Interest Ratio | |---|---| | Qihang Chuang Xin (启航创芯) | 36.2048% | | Hefei Chan Tou (合肥产投) | 33.0080% | | The Issuer (发行人) | 30.7807% | | Chang Xin Xin Da (长鑫芯达) | 0.0066% | | **Total** | **100.0000%** |
| Item | Details | |---|---| | **Company Name** | Chang Xin Shenxin Technology (Shenzhen) Co., Ltd. (长鑫深芯科技（深圳）有限公司) | | **Unified Social Credit Code** | 91440300MAD34PE377 | | **Type** | Limited Liability Company (wholly legal-person-owned) | | **Registered Address** | Room B3504, Building 10, Shenzhen Bay Science and Technology Ecological Park, No. 10 Gaoxin South Ninth Road, Hi-Tech Zone Community, Yuehai Street, Nanshan District, Shenzhen | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 500,000 (50.00 ten-thousand yuan) | | **Date of Establishment** | November 15, 2023 | | **Business Period** | November 15, 2023 to no fixed term | | **Business Scope** | General business items: Sales of integrated circuit chips and products; integrated circuit sales; sales of electronic specialized materials; wholesale of electronic components; retail of electronic components; electronic product sales; sales agency; information technology consulting services; digital technology services; data processing and storage support services; technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; import and export of technology; import and export of goods; import and export agency. (In addition to items that require approval by law, the Company may independently conduct business activities in accordance with the law based on its business license.) Licensed business items: None. | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Chang Xin Xinrui Memory Technology (Beijing) Co., Ltd. (长鑫芯瑞存储技术（北京）有限公司) | | **Unified Social Credit Code** | 91110400MADFRPLT0H | | **Type** | Limited Liability Company (wholly legal-person-owned) | | **Registered Address** | Room 501-10, Floor 5, Building 52, No. 2 Jingyuan North Street, Beijing Economic and Technological Development Zone, Beijing | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 200,000,000 (20,000.00 ten-thousand yuan) | | **Date of Establishment** | March 27, 2024 | | **Business Period** | March 27, 2024 to no fixed term | | **Business Scope** | General items: Technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; integrated circuit design; integrated circuit chip and product manufacturing; integrated circuit chip and product sales; integrated circuit chip design and services; retail of electronic components; wholesale of electronic components; software development; machinery and equipment sales; machinery and equipment leasing; machinery and equipment research and development; computer and communications equipment leasing; communications equipment sales; wholesale of computer hardware and software and auxiliary equipment; retail of computer hardware and software and auxiliary equipment; electronic product sales; import and export of goods; import and export of technology. (In addition to items that require approval by law, the Company may independently conduct business activities in accordance with the law based on its business license.) (Activities in projects prohibited and restricted by national and municipal industrial policies shall not be conducted.) | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Chang Xin Huixin Trading (Hefei) Co., Ltd. (长鑫汇芯贸易（合肥）有限公司) | | **Unified Social Credit Code** | 91340111MAEA7KHX23 | | **Type** | Limited Liability Company (wholly legal-person-owned, invested or controlled by non-natural persons) | | **Registered Address** | No. 388 Xingye Avenue, Airport Industrial Park, Gaoliu Street, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 5,000,000 (500.00 ten-thousand yuan) | | **Date of Establishment** | February 17, 2025 | | **Business Period** | February 17, 2025 to no fixed term | | **Business Scope** | General items: Sales of integrated circuit chips and products; integrated circuit sales; import and export of goods; import and export of technology; import and export agency; wholesale of electronic components; retail of electronic components; manufacturing of electronic components; sales of electronic specialized materials; research and development of electronic specialized materials; manufacturing of electronic specialized materials; integrated circuit chip design and services; integrated circuit chip and product manufacturing; integrated circuit manufacturing; technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion (in addition to licensed business, the Company may independently conduct business activities not prohibited or restricted by laws and regulations). | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
| Item | Details | |---|---| | **Company Name** | Chang Xin Huixin Trading (Beijing) Co., Ltd. (长鑫汇芯贸易（北京）有限公司) | | **Unified Social Credit Code** | 91110400MAECBJLJ4K |
| Item | Details | |---|---| | **Type** | Limited Liability Company (wholly legal-person-owned) | | **Registered Address** | Room 606-3, Floor 6, Building 6, Courtyard No. 10, Kegu First Street, Beijing Economic and Technological Development Zone, Beijing | | **Legal Representative** | Zhao Lun | | **Registered Capital** | RMB 5,000,000 (500.00 ten-thousand yuan) | | **Date of Establishment** | March 11, 2025 | | **Business Period** | March 11, 2025 to no fixed term | | **Business Scope** | General items: Wholesale of electronic components; retail of electronic components; import and export of goods; sales of integrated circuit chips and products; integrated circuit sales; import and export agency; manufacturing of electronic specialized materials; sales of electronic specialized materials; research and development of electronic specialized materials; integrated circuit chip design and services; integrated circuit manufacturing; integrated circuit chip and product manufacturing; technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; import and export of technology; manufacturing of electronic components. (In addition to items that require approval by law, the Company may independently conduct business activities in accordance with the law based on its business license.) (Activities in projects prohibited and restricted by national and municipal industrial policies shall not be conducted.) | | **Investor and Equity Interest** | The Issuer holds 100% of equity |
As of June 30, 2025, the basic information on the Company's other equity-participated companies is as follows:
| No. | Company Name | Business Scope | Shareholder Structure | Controlling Party | Issuer's Subscribed Ratio (%) | Issuer's Paid-in Capital (ten-thousand yuan) | Date of Investment | |---|---|---|---|---|---|---|---| | 1 | Shanghai Xinzhan Technology Co., Ltd. (上海芯展科技有限公司) | General items: Technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; enterprise management; enterprise management consulting; information consulting services (excluding licensed information consulting services); market survey (excluding surveys involving foreign affairs); conference and exhibition services | Chang Xin Xin Ju subscribed 10%, Shanghai Futeng Private Fund Management Co., Ltd. subscribed 35%, Shanghai Lingang Science and Technology Investment Management Co., Ltd. subscribed 20%, Verisilicon Microelectronics (Shanghai) Co., Ltd. subscribed 10%, Shanghai Huahong Investment Development Co., Ltd. subscribed 10%, Shanghai Zhaoxin Integrated Circuit Co., Ltd. subscribed 10%, Tibet Yuanshi Venture Capital Management Co., Ltd. subscribed 5% | No actual controller | 10.00% | 100.00 | October 2024 |
As of June 30, 2025, the basic information on equity-invested enterprises in which the Company's controlling subsidiaries have invested and hold equity interests is as follows:
| No. | Company Name | Issuer's Paid-in Capital (ten-thousand yuan) | Subscribing Entity and Ratio | Executive Partner | Date of Investment | |---|---|---|---|---|---| | 1 | Yangtze River Delta Synergy Leadership (Shanghai) Private Fund Partnership (Limited Partnership) (长三角协同引领（上海）私募基金合伙企业（有限合伙）) | 50,000.00 | Chang Xin Xin Ju subscribed 7.04% | Shanghai Guofang Private Fund Management Co., Ltd. (上海国方私募基金管理有限公司) | March 2023 | | 2 | Beijing Jingxin Jili Technology Partnership (Limited Partnership) (北京京芯集力科技合伙企业（有限合伙）) | 5,000.00 | Chang Xin Xin Ju subscribed 16.61% | Beijing Chili Technology Co., Ltd. (北京驰砺科技有限公司) | July 2024 | | 3 | Anhui Chuangwei Qihang Industrial Investment Equity Investment Fund Partnership (Limited Partnership) (安徽创维启航产投股权投资基金合伙企业（有限合伙）) | 9,000.00 | Anhui New Generation subscribed 27.27% | Shenzhen Chuangwei Investment Management Enterprise (Limited Partnership) (深圳创维投资管理企业（有限合伙）) | November 2023 | | 4 | Anhui Xingfu Qihang Equity Investment Fund Partnership (Limited Partnership) (安徽兴富启航股权投资基金合伙企业（有限合伙）) | 6,000.00 | Anhui New Generation subscribed 16.12% | Xingfu Investment Management Co., Ltd. (兴富投资管理有限公司) | December 2023 | | 5 | Wuhu Delian Xingchen Investment Fund Center (Limited Partnership) (芜湖德联星宸投资基金中心（有限合伙）) | 5,000.00 | Anhui New Generation subscribed 18.18% | Wuhu Delian Yuntong Investment Management Partnership (Limited Partnership) (芜湖德联运通投资管理合伙企业(有限合伙)) | January 2024 |
| No. | Company Name | Issuer's Paid-in Capital (ten-thousand yuan) | Subscribing Entity and Ratio | Executive Partner | Date of Investment | |---|---|---|---|---|---| | 6 | Anhui Province Xinping Industry Fund Partnership (Limited Partnership) (安徽省芯屏产业基金合伙企业（有限合伙）) | 9,000.00 | Anhui New Generation subscribed 30% | Shanzheng Investment Co., Ltd. (山证投资有限责任公司), Hefei Ruicheng Private Fund Management Co., Ltd. (合肥瑞丞私募基金管理有限公司) | April 2024 | | 7 | Houxue Qiming Xinghe Equity Investment Fund (Hefei) Partnership (Limited Partnership) (厚雪启明星河股权投资基金（合肥）合伙企业（有限合伙）) | 1,200.00 | Anhui New Generation subscribed 30% | Shanghai Houxue Private Fund Management Co., Ltd. (上海厚雪私募基金管理有限公司) | August 2024 | | 8 | Anhui Jia'an Qixin Venture Capital Partnership (Limited Partnership) (安徽嘉岸启信创业投资合伙企业（有限合伙）) | 14,670.00 | Anhui New Generation subscribed 30% | Ningbo Jia'an Venture Capital Partnership (Limited Partnership) (宁波嘉岸创业投资合伙企业（有限合伙）) | August 2024 | | 9 | Hefei Jinghui Juxin Investment Fund Partnership (Limited Partnership) (合肥晶汇聚芯投资基金合伙企业（有限合伙）) | 4,500.00 | Anhui New Generation subscribed 30% | Shanghai Gaoxin Private Fund Management Co., Ltd. (上海高信私募基金管理有限公司) | October 2024 | | 10 | Anhui Meike Qixin Venture Capital Partnership (Limited Partnership) (安徽美科启信创业投资合伙企业（有限合伙）) | 3,173.09 | Anhui New Generation subscribed 30% | Ningbo Meike Meihui Enterprise Management Partnership (Limited Partnership) (宁波美科美慧企业管理合伙企业（有限合伙）) | October 2024 | | 11 | Anhui Huihai Qiming Venture Capital Fund Partnership (Limited Partnership) (安徽徽海启明创业投资基金合伙企业（有限合伙）) | 9,000.00 | Anhui New Generation subscribed 30% | Qingdao Hailifang Equity Investment Management Co., Ltd. (青岛海立方舟股权投资管理有限公司) | October 2024 | | 12 | Chuzhou Qijin Yixin Venture Capital Partnership (Limited Partnership) (滁州启金翌鑫创业投资合伙企业（有限合伙）) | 3,600.00 | Anhui New Generation subscribed 30% | Anhui Province Xinrui Management Consulting Partnership (Limited Partnership) (安徽省昕瑞管理咨询合伙企业(有限合伙)) | December 2024 | | 13 | Anhui Huaye Qicheng Equity Investment Partnership (Limited Partnership) (安徽华业启成股权投资合伙企业（有限合伙）) | 9,000.00 | Anhui New Generation subscribed 29.41% | Zhuhai Hengqin Huaye Tiancheng Investment Partnership (Limited Partnership) (珠海横琴华业天成投资合伙企业（有限合伙）) | January 2025 | | 14 | Hefei Qihang Hengxin Investment Fund Partnership (Limited Partnership) (合肥启航恒鑫投资基金合伙企业（有限合伙）) | 9,315.00 | Anhui New Generation subscribed 21.95%, Qihang Xinrui subscribed 1.17% | Anhui Qihang Xinrui Private Fund Management Co., Ltd. (安徽启航鑫睿私募基金管理有限公司) | January 2024 |
As of the date of signing of this Prospectus, the shareholders directly holding 5% or more of the Issuer's shares are Qinghui Integrated Circuit (清辉集电), Chang Xin Integrated (长鑫集成), Big Fund Phase II (大基金二期), Hefei Jixin (合肥集鑫), and Anhui Province Investment (安徽省投). Details are as follows:
| No. | Shareholder Name | Number of Shares Held (ten-thousand shares) | Shareholding Ratio (%) | |---|---|---|---| | 1 | Qinghui Integrated Circuit (清辉集电) | 1,304,375.49 | 21.67 | | 2 | Chang Xin Integrated (长鑫集成) | 704,783.51 | 11.71 | | 3 | Big Fund Phase II (大基金二期) | 525,607.38 | 8.73 | | 4 | Hefei Jixin (合肥集鑫) | 503,736.38 | 8.37 | | 5 | Anhui Province Investment (安徽省投) | 476,049.45 | 7.91 |
| Item | Details | |---|---| | **Company Name** | Hefei Qinghui Integrated Circuit Enterprise Management Partnership (Limited Partnership) (合肥清辉集电企业管理合伙企业（有限合伙）) | | **Registered Address** | Room 205, Auxiliary Building of the Project Office Building of Geyi Integrated Circuit Hefei Base, No. 368 Tsinghua Road, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Principal Place of Business** | Room 205, Auxiliary Building of the Project Office Building of Geyi Integrated Circuit Hefei Base, No. 368 Tsinghua Road, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Executive Partner** | Hefei Qinghui Chang Xin Enterprise Management Partnership (Limited Partnership) (合肥清辉长鑫企业管理合伙企业（有限合伙）) | | **Subscribed Capital Contribution** | RMB 13,701,000,000 (1,370,100.00 ten-thousand yuan) | | **Paid-in Capital Contribution** | RMB 13,701,000,000 (1,370,100.00 ten-thousand yuan) | | **Date of Establishment** | September 30, 2020 | | **Principal Business** | Investment activities (investing only in the Issuer) | | **Relationship with Issuer's Principal Business** | Unrelated to the Issuer's business | | **Actual Controller** | No actual controller |
As of the date of signing of this Prospectus, the partnership interest structure of Qinghui Integrated Circuit is as follows:
| No. | Partner Name | Subscribed Capital Contribution (ten-thousand yuan) | Capital Contribution Ratio (%) | |---|---|---|---| | 1 | Xinrui Investment (芯睿投资) | 700,000.00 | 51.09 | | 2 | Chang Xin Integrated (长鑫集成) | 670,000.00 | 48.90 | | 3 | Hefei Qinghui Chang Xin Enterprise Management Partnership (Limited Partnership) (合肥清辉长鑫企业管理合伙企业（有限合伙）) | 100.00 | 0.01 | | | **Total** | **1,370,100.00** | **100.00** |
| Item | Details | |---|---| | **Company Name** | Hefei Chang Xin Integrated Circuit Co., Ltd. (合肥长鑫集成电路有限责任公司) | | **Registered Address** | Room 525, Haiheng Building, No. 6 Cuiwei Road, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Principal Place of Business** | Room 525, Haiheng Building, No. 6 Cuiwei Road, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province | | **Registered Capital** | RMB 2,715,050,500 (271,505.05 ten-thousand yuan) | | **Paid-in Capital** | RMB 2,715,050,500 (271,505.05 ten-thousand yuan) | | **Date of Establishment** | June 13, 2016 | | **Principal Business** | Engineering services and investment activities | | **Relationship with Issuer's Principal Business** | Unrelated to the Issuer's business | | **Actual Controller** | State-owned Assets Supervision and Administration Commission of Hefei Municipal People's Government |
On June 24, 2025, Chang Xin Technology (长鑫科技) and its shareholders signed the *Shareholders' Agreement Regarding Chang Xin Technology Group Co., Ltd.* (replacing the previously signed shareholders' agreement, hereinafter referred to as the "Shareholders' Agreement"), which stipulates special shareholder rights, specifically including clauses on "restrictions on equity transfers," "right of first refusal," "co-sale rights," "preemptive rights," "anti-dilution," "most favored nation treatment," "information and inspection rights," and "special rights of Phase II Fund¹" (hereinafter collectively referred to as "Special Rights Clauses").
The Company and all shareholders have explicitly agreed in the Shareholders' Agreement on the termination of the special shareholder rights clauses, the main provisions being as follows:
(1) The "special rights of Phase II Fund" shall automatically terminate on the date the Company submits its application for an initial public offering to the relevant securities regulatory authority or stock exchange.
(2) Other special rights clauses, including "restrictions on equity transfers," "right of first refusal," "co-sale rights," "preemptive rights," "anti-dilution," "most favored nation treatment," and "information and inspection rights," shall automatically terminate on the date the Company submits its application for an initial public offering to the relevant securities regulatory authority or stock exchange. At the same time, all parties agree and confirm that if any of the following circumstances occurs after the automatic termination of the above clauses pursuant to the agreed terms, the relevant clauses shall immediately and automatically be reinstated as if they had never been terminated, provided that the implementation of the relevant arrangements complies with the laws and regulations applicable at that time: (i) the Company voluntarily withdraws its listing application; (ii) the Company's listing application is not accepted, fails to pass review, or the Company's listing application passes review or is approved but ultimately fails to successfully list and trade on the relevant stock exchange. After the automatic termination of the Special Rights Clauses and before their reinstatement, the rights and obligations between the parties shall be determined in accordance with the Articles of Association; before the automatic termination of the Special Rights Clauses or after their reinstatement, where the Articles of Association are inconsistent with the key clauses, the Special Rights Clauses shall prevail.
The Special Rights Clauses stipulated in the Shareholders' Agreement do not involve any repurchase obligations assumed by the issuer; the relevant special rights clauses do not involve any change of control of the Company; the relevant clauses are not linked to market capitalization; and the Special Rights Clauses do not contain circumstances that would seriously affect the Company's ability to continue as a going concern or otherwise seriously impair investor rights and interests, nor do they contain circumstances in violation of the provisions of the *Guidelines on Application of Regulatory Rules — Issuance Category No. 4*.
On December 5, 2025, all shareholders of the Company signed the *Agreement on Termination of Special Rights Regarding Chang Xin Technology Group Co., Ltd.* Pursuant to the termination agreement signed by all parties, the Special Rights Clauses stipulated in the above Shareholders' Agreement
--- ¹ Pursuant to Article 18.14 of the Shareholders' Agreement: All parties unanimously agree that, prior to the Company's achievement of a listing, the following matters shall be deliberated by the shareholders' meeting and must be approved by National Integrated Circuit Industry Investment Fund Phase II Co., Ltd. ("Phase II Fund") before they may be passed: (a) any modification, amendment, termination, deletion, or re-execution in any form of any provisions relating to the rights, preferences, privileges, powers of, or provisions beneficial to, the Phase II Fund under the transaction documents signed by the Phase II Fund (referring to this Agreement and the Articles of Association); (b) election and replacement of directors nominated by the Phase II Fund, and changes to the number of directors on the board of directors prior to the Company's next round of financing; (c) the Company's merger, division, liquidation, dissolution, termination, cessation of business, or change of form or nature, or resolutions on events that may lead to the Company's dissolution, cessation of business, bankruptcy, or liquidation.
shall become null and void and irrevocably terminated from the date on which the Company formally submits its application for the initial public offering of A-shares and listing to the stock exchange and such application is accepted, and there are no circumstances that would constitute a material adverse effect on the issuer or seriously impair investor rights and interests; this is in compliance with the relevant requirements of the *Guidelines on Application of Regulatory Rules — Issuance Category No. 4*.
This public offering does not involve any situation where existing shareholders who have held shares for 36 months or more publicly sell shares to investors.
## XI. Information on Directors, Supervisors, Senior Management Personnel, and Core Technical Personnel
### (I) Basic Information on Directors, Audit Committee, Senior Management Personnel, and Core Technical Personnel
The Company's Board of Directors consists of 11 members, including 4 independent directors. Directors are elected by the shareholders' meeting for a term of three years and may be re-elected upon expiration of the term; independent directors serve a term of three years and may be re-elected upon expiration, but the total consecutive term shall not exceed six years.
As of the date of signing of this Prospectus, the members of the Company's Board of Directors are as follows:
| No. | Name | Position | Current Term | Nominator | |-----|------|----------|--------------|-----------| | 1 | Zhu Yiming (朱一明) | Chairman | 2023.06.26–2026.06.25 | Qinghui Jidian (清辉集电) | | 2 | Cao Kanyu (曹堪宇) | Director | 2023.06.26–2026.06.25 | Hefei Jixin (合肥集鑫) | | 3 | Zheng Rui (郑锐) | Director | 2025.05.09–2026.06.25 | Anhui Provincial Investment (安徽省投) | | 4 | Fang Wei (方炜) | Director | 2023.06.26–2026.06.25 | Qinghui Jidian (清辉集电) | | 5 | Wei Jun (韦俊) | Director | 2023.06.26–2026.06.25 | Big Fund Phase II (大基金二期) | | 6 | Hou Huawei (侯华伟) | Director | 2025.08.29–2026.06.25 | Big Fund Phase II (大基金二期) | | 7 | Xie Shumin (谢树民) | Director | 2025.08.07–2026.06.25 | Employee Representative Congress (职工代表大会) | | 8 | Chen Wuchao (陈武朝) | Independent Director | 2023.06.26–2026.06.25 | Board of Directors | | 9 | Li Hua (李华) | Independent Director | 2023.06.26–2026.06.25 | Board of Directors | | 10 | Cai Yimao (蔡一茂) | Independent Director | 2023.06.26–2026.06.25 | Board of Directors | | 11 | Guo Wei (郭薇) | Independent Director | 2025.06.24–2026.06.25 | Board of Directors |
Mr. Zhu Yiming, born in 1972, Chinese national, holds Singapore permanent residency, holds a Master's degree. Mr. Zhu Yiming has successively served as Senior Engineer at ipolicy Networks Inc. and Project Supervisor at Monolithic System Technologies Inc.;
in 2005, he co-founded GigaDevice (兆易创新); from April 2005 to July 2018, he served as General Manager of GigaDevice; from April 2005 to the present, he has served as Chairman of GigaDevice. From July 2018 to April 2023, he successively served as Director, Chairman, and Chief Executive Officer of Chang Xin Storage (长鑫存储); from May 2020 to April 2023, he served as Chief Executive Officer of the issuer; from February 2021 to the present, he has served as Chairman of the issuer.
Mr. Cao Kanyu, born in 1971, Chinese national, does not hold permanent residency abroad, holds a Doctorate. From May 2002 to June 2005, Mr. Cao Kanyu successively worked at Philips Semiconductors (USA) and Hyperband Comm. (USA); from July 2005 to August 2013, he successively founded Beijing Kuntianke Microelectronics Co., Ltd. (北京昆天科微电子有限公司) and Beijing Fanda Xun Technology Co., Ltd. (北京凡达讯科技有限公司); from November 2013 to October 2017, he served as General Manager of the NAND Flash Division of NoVoMem, Inc. After joining the issuer in November 2017, he successively served as Executive Vice President of Ruili Integration (睿力集成), Executive Vice President of Product R&D of Chang Xin Storage, Executive Vice President of Technology R&D, and General Manager of Chang Xin Jidian (长鑫集电); from June 2021 to the present, he has served as Director of the issuer; from April 2023 to the present, he has successively served as Chief Executive Officer and President of the issuer.
Mr. Zheng Rui, born in 1982, Chinese national, does not hold permanent residency abroad, holds a Doctorate. From July 2010 to July 2017, he successively served as Senior Supervisor of the Comprehensive Development Department, Project Manager of the Financial Investment Department, Department Manager of the Risk Management and Control Department of Anhui Provincial Investment (安徽省投), and General Manager Assistant of Anhui Zhongan Capital Management Co., Ltd. (安徽中安资本管理有限公司); from July 2017 to December 2021, he served as Deputy General Manager of Anhui Wantou Asset Management Co., Ltd. (安徽皖投资产管理有限公司); from December 2021 to October 2024, he served as Party Branch Secretary and Deputy General Manager of Anhui Wantou Asset Management Co., Ltd.; from October 2024 to the present, he has served as Party Branch Secretary, Executive Director, and General Manager of Anhui Wantou Asset Management Co., Ltd. From May 2025 to the present, he has served as Director of the issuer.
Mr. Fang Wei, born in 1969, Chinese national, does not hold permanent residency abroad, holds a junior college degree and is a Senior Accountant. From August 1991 to January 2022, he successively worked at the former Hefei Fertilizer Plant, Hefei Sifang Chemical Group Co., Ltd. (合肥四方化工集团有限公司), Hefei Industrial Investment Holdings Co., Ltd. (合肥市工业投资控股有限公司), and other companies; from March 2015 to January 2022, he served as General Manager of the Planning and Finance Department of Hefei Industrial Investment Holdings (Group) Co., Ltd. (合肥市产业投资控股（集团）有限公司); from February 2022 to the present, he has served as Chief Economist of Hefei Industrial Investment Holdings (Group) Co., Ltd. From August 2022 to the present, he has served as Director of the issuer.
Mr. Wei Jun, born in 1967, Chinese national, does not hold permanent residency abroad, holds a Master's degree. From July 1990 to March 2008, he successively worked at the Electronics Industry Development Division of the Ministry of Machinery and Electronics Industry, the Comprehensive Planning Division of the Ministry of Electronics Industry,
the Comprehensive Planning Division of the Ministry of Information Industry; from March 2008 to July 2015, he served as Deputy Director of the Planning Division of the Ministry of Industry and Information Technology (MIIT); from July 2015 to the present, he has served as Vice President of National Integrated Circuit Industry Investment Fund Co., Ltd. (国家集成电路产业投资基金股份有限公司); from October 2019 to the present, he has served as Vice President of Big Fund Phase II (大基金二期); from May 2025 to the present, he has served as Vice President of National Integrated Circuit Industry Investment Fund Phase III Co., Ltd. (国家集成电路产业投资基金三期股份有限公司). From June 2023 to the present, he has served as Director of the issuer.
Mr. Hou Huawei, born in 1980, Chinese national, does not hold permanent residency abroad, holds a Master's degree. From July 2001 to May 2006, he worked at the Ship Industry Economic Research Center of China State Shipbuilding Corporation (中国船舶工业集团公司), serving as a shipping market analyst; from May 2006 to October 2011, he worked at China Development Bank (国家开发银行), successively serving as sub-division level clerk and Deputy Division Chief; from October 2011 to August 2013, he served as Deputy Director of the Jinshu Street Sub-district Office of Xicheng District, Beijing; from August 2013 to April 2023, he worked at China Development Bank, successively serving as Deputy Division Chief, Division Chief of the Second Review Bureau, and Division Chief of Industry Department II; from April 2023 to the present, he has served as Director and Vice President of Huaxin Investment Management Co., Ltd. (华芯投资管理有限责任公司). From August 2025 to the present, he has served as Director of the issuer.
Mr. Xie Shumin, born in 1972, Chinese national, does not hold permanent residency abroad, holds a Bachelor's degree. From September 1994 to April 2021, he successively worked at Anhui Zhongwan Material Mining Co., Ltd. (安徽中皖物矿有限责任公司), Anhui Keli Information Industry Co., Ltd. (安徽科力信息产业有限责任公司), the Management Committee of Hefei Economic and Technological Development Zone, and the Hefei Division of Huaxia Happiness Industrial Co., Ltd. (华夏幸福基业股份有限公司). From April 2021 to October 2022, he served as Director of the General Management Department of Chang Xin Storage; from October 2022 to the present, he has served as Director and Head of the Party and Mass Center Labor Union of the issuer; from June 2023 to June 2025, he served as Employee Representative Supervisor and Chairman of the Supervisory Board of the issuer; from August 2025 to the present, he has served as Employee Director of the issuer.
Mr. Chen Wuchao, born in 1970, Chinese national, does not hold permanent residency abroad, holds a Doctorate. From August 1995 to October 1998, he served as Project Manager at Zhonghua Accounting Firm (中华会计师事务所); from October 1998 to the present, he has successively served as Lecturer and Associate Professor at Tsinghua University; from June 2023 to the present, he has served as Independent Director of China National Petroleum Corporation Capital Co., Ltd. (中国石油集团资本股份有限公司); from September 2023 to the present, he has served as Independent Director of CITIC Trust Co., Ltd. (中信信托有限责任公司). From September 2021 to the present, he has served as Independent Director of the issuer.
Ms. Li Hua, born in 1977, Chinese national, does not hold permanent residency abroad, holds a Master's degree. From July 1997 to January 2007, she successively worked at Sinopec International Business Co., Ltd. (中国石化国际事业有限公司), Beijing Qiankun Law Firm (北京市乾坤律师事务所),
Tianfu Qingyuan Holdings Co., Ltd. (天府清源控股有限公司), and other companies; from January 2007 to June 2009, she served as Partner Attorney at Beijing Tianyin Law Firm (北京市天银律师事务所); from July 2009 to June 2011, she served as General Manager Assistant of Beijing Jingyi Group Co., Ltd. (北京京仪集团有限责任公司); from July 2011 to June 2019, she served as Senior Partner Attorney and Head of Capital Markets Department at Beijing Yingke Law Firm (北京市盈科律师事务所); from June 2019 to the present, she has served as Class-1 Partner at Beijing Deheng Law Firm (北京德恒律师事务所); from July 2020 to November 2025, she served as Independent Director of NSFOCUS Technologies Group Co., Ltd. (绿盟科技集团股份有限公司); from July 2022 to the present, she has served as Independent Director of Taiji Computer Corporation Limited (太极计算机股份有限公司); from September 2024 to the present, she has served as Independent Director of Beijing Ultrapower Software Co., Ltd. (北京宇信科技集团股份有限公司). From June 2023 to the present, she has served as Independent Director of the issuer.
Mr. Cai Yimao, born in 1978, Chinese national, does not hold permanent residency abroad, holds a Doctorate. From August 2006 to August 2009, he served as Senior Researcher at Samsung Electronics in South Korea; from August 2009 to June 2021, he successively served as Associate Professor, Professor, and Department Head at the Department of Microelectronics of Peking University; from July 2021 to the present, he has served as Professor and Dean at the School of Integrated Circuits of Peking University; from April 2023 to the present, he has served as Independent Director of Founder Technology Group Co., Ltd. (方正科技集团股份有限公司); from April 2025 to the present, he has served as Independent Director of Beijing Huazhuo Precision Science & Technology Co., Ltd. (北京华卓精科科技股份有限公司). From June 2023 to the present, he has served as Independent Director of the issuer.
Ms. Guo Wei, born in 1982, Chinese national, holds Hong Kong permanent residency, holds a Doctorate. From August 2012 to May 2020, she worked at The Hong Kong Polytechnic University, serving as Assistant Professor; from June 2020 to the present, she has worked at China Europe International Business School (中欧国际工商学院), serving as Associate Professor. From April 2023 to the present, she has served as Independent Director of USI (环旭电子股份有限公司). From June 2025 to the present, she has served as Independent Director of the issuer.
In accordance with the provisions of the Articles of Association, the issuer's Board of Directors has established an Audit Committee to exercise the powers of the Supervisory Board as provided by the Company Law; the issuer does not establish a Supervisory Board or supervisors. The issuer's Audit Committee has 3 members: Chen Wuchao, Li Hua, and Zheng Rui, with Chen Wuchao serving as the convenor. The biographical details of the above Audit Committee members can be found in this Prospectus under "Section 4: Basic Information on the Issuer," "XI. Information on Directors, Supervisors, Senior Management Personnel, and Core Technical Personnel," "(I) Basic Information on Directors, Audit Committee, Senior Management Personnel, and Core Technical Personnel," "1. Board of Directors Members."
The Company's senior management personnel include the General Manager, President, Vice Presidents, Board Secretary, Chief Financial Officer, and other personnel recognized by the Company's Board of Directors. The General Manager serves a term of three years per session and may be re-appointed for consecutive terms.
As of the date of signing of this Prospectus, the Company's senior management personnel are as follows:
| No. | Name | Position | |-----|------|----------| | 1 | Cao Kanyu (曹堪宇) | President | | 2 | Zhao Lun (赵纶) | General Manager | | 3 | Zhang Yu (张羽) | Co-President | | 4 | Zhu Wenju (朱文菊) | Executive Vice President | | 5 | Huang Danyang (黄丹阳) | Senior Vice President, Chief Financial Officer | | 6 | Feng Pengxi (冯鹏熙) | Senior Vice President, Head of Strategic Investment | | 7 | Yuan Yuan (袁园) | Vice President, Board Secretary | | 8 | Li Hongwen (李红文) | Vice President |
Mr. Cao Kanyu's biographical details can be found in this Prospectus under "Section 4: Basic Information on the Issuer," "XI. Information on Directors, Supervisors, Senior Management Personnel, and Core Technical Personnel," "(I) Basic Information on Directors, Audit Committee, Senior Management Personnel, and Core Technical Personnel," "1. Board of Directors Members."
Mr. Zhao Lun, born in 1953, Chinese national, does not hold permanent residency abroad, holds a Bachelor's degree. From February 1982 to April 2002, Mr. Zhao Lun successively worked at the former Ministry of Posts and Telecommunications Semiconductor Research Institute, the former Telecommunications Science and Technology Research Institute Integrated Circuit Design Center, and the Microelectronics Division of Datang Telecom Technology Co., Ltd. (大唐电信科技股份有限公司); from April 2002 to February 2012, he successively served as General Manager and Vice Chairman of Datang Microelectronics Technology Co., Ltd. (大唐微电子技术有限公司), during which time he also served as Director and Deputy General Manager of Datang Telecom Technology Co., Ltd. From February 2012 to July 2015, he served as Deputy General Manager of AVIC (Chongqing) Microelectronics Co., Ltd. (中航（重庆）微电子有限公司); from July 2015 to November 2017, he served as Chairman of Beijing Chuang'an Microchip Technology Co., Ltd. (北京创安微芯科技有限责任公司). From November 2017 to October 2022, he served as General Manager and Executive Director of Chang Xin Storage; from June 2023 to August 2025, he served as Director of the issuer. From October 2022 to the present, he has served as General Manager of the issuer.
Mr. Zhang Yu, born in 1970, Chinese national, does not hold permanent residency abroad, holds a Master's degree. From July 1991 to September 2002, he successively served as Engineer at the No. 606 Research Institute of the Aviation Ministry and Deputy General Manager of Beijing Anke'er Communications Technology Co., Ltd. (北京安可尔通讯技术有限公司). From March 2004 to September 2024, he worked at BOE Technology Group Co., Ltd. (京东方科技集团股份有限公司), successively serving
as Director, Senior Vice President, and Executive Vice President. He joined the issuer in September 2024 and currently serves as Co-President of the issuer.
Ms. Zhu Wenju, born in 1967, Chinese national, does not hold permanent residency abroad, holds a Master's degree. From July 1993 to June 2011, she successively worked at Intel (China) Co., Ltd. and NMX Philippines; from July 2011 to December 2021, she served as General Manager and Vice President at Micron Semiconductor Xi'an/Singapore/Malaysia. She joined the issuer in December 2021 and has successively served as Senior Vice President and Executive Vice President; from April 2025 to the present, she has served as Executive Vice President of the issuer.
Ms. Huang Danyang, born in 1968, Chinese national, does not hold permanent residency abroad, holds a Doctorate, is an Association of Chartered Certified Accountants (ACCA) member, and holds the title of Senior Accountant. From July 1991 to July 2007, she successively worked at Nanjing Tianyue (Group) Company (南京天悦（集团）公司), United Biscuits (China) Co., Ltd. Nanjing Branch (联合饼干（中国）有限公司南京分公司), Nanjing PepsiCola Beverages Co., Ltd. (南京百事可乐饮料有限公司), and A.O. Smith (China) Water Heater Co., Ltd. (艾欧史密斯（中国）热水器有限公司). From July 2007 to October 2018, she successively served as Chief Financial Officer at Johnson Controls (China) Investment Co., Ltd. (江森自控（中国）投资有限公司), Magna Automotive Technology (Shanghai) Co., Ltd. (麦格纳汽车技术（上海）有限公司), Shanghai Jizhi Information Technology Co., Ltd. (上海辑智信息科技有限公司), and Whirlpool (China) Co., Ltd. (惠而浦（中国）股份有限公司). From October 2018 to September 2022, she successively served as Senior Director, Vice President, and Senior Vice President of Chang Xin Storage; from September 2022 to the present, she has served as Senior Vice President and Chief Financial Officer of the issuer.
Mr. Feng Pengxi, born in 1974, Chinese national, does not hold permanent residency abroad, holds a Doctorate, holds the titles of Senior Accountant and Senior Economist, and has obtained the Chartered Financial Analyst (CFA) and Financial Risk Manager (FRM) qualifications. From October 1996 to August 2003, he successively served as savings and credit specialist at the Hongshan Branch of ICBC Wuhan, Investment Department Head at Huagong Technology Co., Ltd. (华工科技股份有限公司), and Investment Project Department Head at Wuhan Changjiang Communications Industry Co., Ltd. (武汉长江通信产业股份有限公司). From March 2006 to February 2010, he successively served as Senior Manager of the Head Office Treasury and Financial Management Department of Bank of China (statistical analysis, foreign currency pricing, and capital management senior analyst). From 2010 to 2020, he served as Deputy General Manager and Chief Economist of Wuhan Financial Holdings Group Co., Ltd. (武汉金融控股集团有限公司), and as Chairman of Hubei Integrated Circuit Industry Investment Fund Co., Ltd. (湖北集成电路产业投资基金股份有限公司) (during which time he also served as Deputy District Head of Jianghan District, Wuhan). From 2020 to August 2024, he successively served as General Manager of Xiaomi Group's Industrial Investment Department, Fund Management Partner, and Managing Partner of Zhuhai Taihe Private Equity Investment Company (珠海太和私募股权投资公司). He joined the issuer in August 2024 and currently serves as Senior Vice President of the issuer.
Ms. Yuan Yuan, born in 1981, Chinese national, does not hold permanent residency abroad, holds a Bachelor's degree. From July 2004 to November 2008, she served as R&D Engineer and Project Manager at Midea Group Co., Ltd. (美的集团股份有限公司); from November 2008 to August 2018, she successively served as Section Chief and Department Head at BOE Technology Group Co., Ltd. (京东方科技集团股份有限公司). After joining the issuer in September 2018, she successively served as Director, Senior Director, and Vice President; from June 2023 to the present, she has served as Vice President and Board Secretary of the issuer.
Mr. Li Hongwen, born in 1975, Chinese national, does not hold permanent residency abroad, holds a Bachelor's degree. From September 1998 to March 2003, he successively worked at the Tenth Research Laboratory of the China Aeronautical Computer Technique Research Institute (中国航空计算技术研究所), Beijing Gaohong Xingtong Technology Co., Ltd. (北京高鸿信通技术有限公司), and Beijing Changxun Xintong Technology Co., Ltd. (北京畅迅信通技术有限公司); from March 2003 to February 2017, he served as Design Department Manager of Micron Semiconductor (Shanghai) Co., Ltd. (美光半导体（上海）有限责任公司). He joined the issuer in March 2017 and successively served as Design Director of the issuer and Vice President of Chang Xin Storage; from February 2023 to the present, he has served as Vice President of the issuer.
As of the date of signing of this Prospectus, the Company has 5 core technical personnel: Cao Kanyu (曹堪宇), Li Hongwen (李红文), TAN TECK HONG (陈德鸿), Wang Dan (王丹), and Tang Yanzhe (唐衍哲). Biographical details of each core technical personnel are as follows:
Mr. Cao Kanyu's biographical details can be found in this Prospectus under "Section 4: Basic Information on the Issuer," "XI. Information on Directors, Supervisors, Senior Management Personnel, and Core Technical Personnel," "(I) Basic Information on Directors, Audit Committee, Senior Management Personnel, and Core Technical Personnel," "1. Board of Directors Members."
Mr. Li Hongwen's biographical details can be found in this Prospectus under "Section 4: Basic Information on the Issuer," "XI. Information on Directors, Supervisors, Senior Management Personnel, and Core Technical Personnel," "(I) Basic Information on Directors, Audit Committee, Senior Management Personnel, and Core Technical Personnel," "3. Senior Management Personnel."
Mr. TAN TECK HONG (陈德鸿), born in 1980, Singaporean national, holds Chinese permanent residency, holds a Master's degree. From July 2005 to April 2022, Mr. TAN TECK HONG worked at Micron Technology Singapore. He joined the issuer in June 2022 and currently serves as Vice President of Factory Operations of the issuer.
Ms. Wang Dan, born in 1983, Chinese national, holds South Korean permanent residency, holds a Doctorate. From September 2010 to March 2018, Ms. Wang Dan served as Senior Engineer at Samsung Electronics in South Korea. She joined the issuer in January 2019 and currently serves as R&D Director of the issuer.
Ms. Tang Yanzhe, born in 1977, Chinese national, does not hold permanent residency abroad, holds a Doctorate. From May 2004 to November 2018, Ms. Tang Yanzhe successively worked at Crown Semiconductor (Shanghai) Co., Ltd. (冠捷半导体（上海）有限公司), GLOBALFOUNDRIES, Institute of Microelectronics/A*STAR, and NXP Semiconductors; from December 2018 to November 2020, she worked at Green Core Storage Technology Co., Ltd. (绿芯存储技术有限公司), serving as Director. She joined the issuer in November 2020 and currently serves as Director of the issuer.
## (II) Agreements Signed Between Directors, Senior Management Personnel, Core Technical Personnel and the Company, and Performance Thereof
As of the date of signing of this Prospectus, with the exception of independent directors and directors appointed by shareholders, directors, senior management personnel, and core technical personnel who are employed full-time and receive remuneration from the Company have all signed Labor Contracts and confidentiality and non-competition agreements, which set out provisions regarding their duties of loyalty and diligence and define the rights and obligations of both parties. Since the signing of the aforementioned agreements, the Company's directors, senior management personnel, and core technical personnel have all strictly fulfilled the obligations and responsibilities stipulated in the agreements and have observed the relevant commitments.
## (III) Changes in Directors, Supervisors, Senior Management Personnel, and Core Technical Personnel in the Past Two Years
| Period | Board Members | Reason for Change | |--------|---------------|-------------------| | January 2023 – June 2023 | Zhu Yiming, Cao Kanyu, Wang Nan, Tang Shujun, Fang Wei, Chen Wuchao, Wu Hanming | / | | June 2023 – May 2025 | Zhu Yiming, Cao Kanyu, Zhao Lun, Wang Nan, Fang Wei, Peng Hongbing, Wei Jun, Chen Wuchao, Li Hua, Cai Yimao, Zhu Yu | The Company completed its share reform, constituted the First Board of Directors of Chang Xin Technology, dismissed one independent director and added three new independent directors, and added one director each from the Big Fund and employee shareholding platform | | May 2025 – June 2025 | Zhu Yiming, Cao Kanyu, Zhao Lun, Zheng Rui, Fang Wei, Peng Hongbing, Wei Jun, Chen Wuchao, Li Hua, Cai Yimao, Zhu Yu | Anhui Provincial Investment changed its nominated director from Wang Nan to Zheng Rui | | June 2025 – August 2025 | Zhu Yiming, Cao Kanyu, Zhao Lun, Zheng Rui, Fang Wei, Peng Hongbing, Wei Jun, Chen Wuchao, Li Hua, Cai Yimao, Guo Wei | Zhu Yu resigned as Independent Director; the Company newly appointed Guo Wei as Independent Director |
| Period | Board Members | Reason for Change | |--------|---------------|-------------------| | August 2025 – Present | Zhu Yiming, Cao Kanyu, Zheng Rui, Fang Wei, Hou Huawei, Wei Jun, Xie Shumin, Chen Wuchao, Li Hua, Cai Yimao, Guo Wei | Zhao Lun resigned as Director; the Employee Representative Congress elected Xie Shumin as Employee Director; Big Fund Phase II changed its nominated director from Peng Hongbing to Hou Huawei |
| Period | Supervisory Board Members | Reason for Change | |--------|--------------------------|-------------------| | January 2023 – March 2023 | Zou Fei (邹非), Li Jun (李珺), Wang Houliang (王厚亮) | / | | March 2023 – June 2023 | Zou Fei, Li Jun, Xie Shumin | Wang Houliang retired and resigned; Xie Shumin became the new Employee Representative Supervisor | | June 2023 – June 2025 | Xu Yunjin (许允金), Li Jun, Xie Shumin | Big Fund Phase II changed its nominated supervisor from Zou Fei to Xu Yunjin | | June 2025 – Present | None | In accordance with the Company Law and the *Transitional Arrangements for Implementation of Supporting Systems and Rules of the New Company Law*, the Company no longer maintains a Supervisory Board or supervisors |
Note: The Company's Employee Representative Congress convened the First Extraordinary Employee Representative Congress for 2023 on March 23, 2023, and resolved to elect Xie Shumin as Employee Representative Supervisor and to relieve Wang Houliang of his duties as Employee Representative Supervisor; the relevant business registration change was completed in June 2023.
Over the past two years, the specific changes in the Company's senior management personnel are as follows:
| Period | Personnel | Reason for Change | |--------|-----------|-------------------| | January 2023 – April 2023 | Zhu Yiming, Zhao Lun, Huang Danyang, Sun Bin (孙豳) | / | | April 2023 – June 2023 | Cao Kanyu, Zhao Lun, Huang Danyang, Sun Bin | Zhu Yiming no longer served as Chief Executive Officer but continued as Chairman; Cao Kanyu succeeded as Chief Executive Officer | | June 9, 2023 – June 26, 2023 | Cao Kanyu, Zhao Lun, Huang Danyang, Yuan Yuan | Sun Bin resigned as Board Secretary; Yuan Yuan was appointed as Board Secretary | | June 2023 – October 2024 | Cao Kanyu, Zhao Lun, Huang Danyang, Yuan Yuan, Li Hongwen, Li Xiaoyu (李啸宇), Liu Fang (刘方) | Li Hongwen, Li Xiaoyu, and Liu Fang were recognized as senior management personnel | | October 2024 – February 2025 | Cao Kanyu, Zhao Lun, Huang Danyang, Yuan Yuan, Li Hongwen, Liu Fang, Zhang Yu, Feng Pengxi | Zhang Yu and Feng Pengxi were appointed as senior management personnel; Li Xiaoyu was no longer recognized as senior management personnel | | February 2025 – April 2025 | Cao Kanyu, Zhao Lun, Huang Danyang, Yuan Yuan, Li Hongwen, Zhang Yu, Feng Pengxi | Liu Fang resigned and left her position as senior management personnel | | April 2025 – Present | Cao Kanyu, Zhao Lun, Huang Danyang, Yuan Yuan, Li Hongwen, Zhang Yu, Feng Pengxi, Zhu Wenju | Zhu Wenju was recognized as senior management personnel |
As of the date of signing of this Prospectus, the Company has 5 core technical personnel: Cao Kanyu, Li Hongwen, TAN TECK HONG (陈德鸿), Wang Dan, and Tang Yanzhe. Over the past two years, there have been no material adverse changes in the Company's core technical personnel.
The Company's directors, supervisors, senior management personnel, and core technical personnel have experienced no material adverse changes in the past two years. The changes are primarily attributable to adjustments in nominations and appointments by shareholder entities, the Company's need to further improve its governance structure, and the elimination of the Supervisory Board pursuant to regulatory requirements. The issuer's core management team and core technical personnel remain stable, overseeing the Company's strategy, R&D, production, sales, financial, and other operational and management activities, and participating in the Company's business decisions. Directors and senior management who have left in the past two years will not cause any material adverse impact on the Company's production and operations.
Changes in the Company's directors, supervisors, and senior management personnel have all been carried out in accordance with procedures stipulated by the Company Law and the Articles of Association, and such changes have not had any material adverse impact on the Company's corporate governance structure or the continuity of its business policies.
## (IV) Shareholdings in the Company by Directors, Senior Management Personnel, Core Technical Personnel, and Their Close Relatives
The Company's directors, senior management personnel, core technical personnel, and their close relatives do not directly hold shares in the issuer. The indirect shareholdings in the issuer by such persons are set out in the table below:
| Name | Position/Relationship | Indirect Shareholding Details | Total Shares Held (shares) | Total Shareholding Ratio | |------|----------------------|-------------------------------|---------------------------|--------------------------| | Zhu Yiming (朱一明) | Chairman | Indirectly holds 858,879 shares of the issuer through Qinghui Jidian (清辉集电); indirectly holds 1,535,841,835 shares of the issuer through Hefei Jixin No. 41 Enterprise Management Partnership (Limited Partnership) (合肥集鑫肆拾壹号企业管理合伙企业（有限合伙）); indirectly holds 74,385,357 shares of the issuer through GigaDevice (兆易创新) | 1,611,086,071 | 2.6765% | | Zhao Lun (赵纶) | General Manager | Indirectly holds 2,387,269 shares of the issuer through Hefei Jixin No. 1 Enterprise Management Partnership (Limited Partnership) (合肥集鑫壹号企业管理合伙企业（有限合伙）); indirectly holds 10,000,081 shares of the issuer through Hefei Jixin No. 41 Enterprise Management Partnership (Limited Partnership) | 12,387,350 | 0.0206% | | Cao Kanyu (曹堪宇) | Director, President, Core Technical Personnel | Indirectly holds 93,315 shares of the issuer through Qinghui Jidian; indirectly holds 2,278,849 shares of the issuer through Hefei Jixin No. 1 Enterprise Management Partnership (Limited Partnership); indirectly holds 209,813,756 shares of the issuer through Hefei Jixin No. 41 Enterprise Management Partnership (Limited Partnership) | 212,185,920 | 0.3525% | | Xie Shumin (谢树民) | Director | Indirectly holds 598,005 shares of the issuer through Hefei Jixin No. 11 Enterprise Management Partnership (Limited Partnership) (合肥集鑫拾壹号企业管理合伙企业（有限合伙）); indirectly holds 3,210,026 shares of the issuer through Hefei Jixin No. 41 Enterprise Management Partnership (Limited Partnership) | 3,808,031 | 0.0063% | | Zhang Yu (张羽) | Co-President | Indirectly holds 598,146 shares of the issuer through Hefei Jixin No. 39 Enterprise Management Partnership (Limited Partnership) (合肥集鑫叁拾玖号企业管理合伙企业（有限合伙）); indirectly holds 50,000,000 shares of the issuer through Hefei Jixin No. 95 Enterprise Management Partnership (Limited Partnership) (合肥集鑫玖拾伍号企业管理合伙企业（有限合伙）) | 50,598,146 | 0.0841% | | Zhu Wenju (朱文菊) | Executive Vice President | Indirectly holds 2,538,021 shares of the issuer through Hefei Jixin No. 1 Enterprise Management Partnership (Limited Partnership); indirectly holds 50,800,411 shares of the issuer through Hefei Jixin No. 62 Enterprise Management Partnership (Limited Partnership) (合肥集鑫陆拾贰号企业管理合伙企业（有限合伙）) | 53,338,432 | 0.0886% | | Huang Danyang (黄丹阳) | Senior Vice President, Chief Financial Officer | Indirectly holds 4,092,896 shares of the issuer through Hefei Jixin No. 1 Enterprise Management Partnership (Limited Partnership); indirectly holds 32,190,736 shares of the issuer through Hefei Jixin No. 41 Enterprise Management Partnership (Limited Partnership) | 36,283,632 | 0.0603% |
| Name | Position/Relationship | Indirect Shareholding Details | Total Shares Held (shares) | Total Shareholding Ratio | |------|----------------------|-------------------------------|---------------------------|--------------------------| | Feng Pengxi (冯鹏熙) | Senior Vice President, Head of Strategic Investment | Indirectly holds 507,913 shares of the issuer through Hefei Jixin No. 39 Enterprise Management Partnership (Limited Partnership); indirectly holds 4,914,000 shares of the issuer through Hefei Jixin No. 95 Enterprise Management Partnership (Limited Partnership) | 5,421,913 | 0.0090% | | Yuan Yuan (袁园) | Vice President, Board Secretary | Indirectly holds 1,355,411 shares of the issuer through Hefei Jixin No. 19 Enterprise Management Partnership (Limited Partnership) (合肥集鑫拾玖号企业管理合伙企业（有限合伙）); indirectly holds 190,142 shares of the issuer through Hefei Jixin No. 39 Enterprise Management Partnership (Limited Partnership); indirectly holds 14,210,115 shares of the issuer through Hefei Jixin No. 41 Enterprise Management Partnership (Limited Partnership); indirectly holds 4,503,831 shares of the issuer through Hefei Jixin No. 99 Enterprise Management Partnership (Limited Partnership) (合肥集鑫玖拾玖号企业管理合伙企业（有限合伙）) | 20,259,499 | 0.0337% | | Li Hongwen (李红文) | Vice President, Core Technical Personnel | Indirectly holds 2,586,014 shares of the issuer through Hefei Jixin No. 16 Enterprise Management Partnership (Limited Partnership) (合肥集鑫拾陆号企业管理合伙企业（有限合伙）); indirectly holds 25,284,204 shares of the issuer through Hefei Jixin No. 41 Enterprise Management Partnership (Limited Partnership) | 27,870,218 | 0.0463% | | TAN TECK HONG (陈德鸿) | Core Technical Personnel | Indirectly holds 9,000,073 shares of the Company through Hefei Jixin No. 80 Enterprise Management Partnership (Limited Partnership) (合肥集鑫捌拾号企业管理合伙企业（有限合伙）); indirectly holds 891,007 shares of the Company through Hefei Jixin No. 35 Enterprise Management Partnership (Limited Partnership) (合肥集鑫叁拾伍号企业管理合伙企业（有限合伙）) | 9,891,080 | 0.0164% | | Wang Dan (王丹) | Core Technical Personnel | Holds 322,923 shares through Hefei Jixin No. 2 Enterprise Management Partnership (Limited Partnership) (合肥集鑫贰号企业管理合伙企业（有限合伙）); holds 69,925 shares through Hefei Jixin No. 39 Enterprise Management Partnership (Limited Partnership); holds 2,400,019 shares through Hefei Jixin No. 51 Enterprise Management Partnership (Limited Partnership) (合肥集鑫伍拾壹号企业管理合伙企业（有限合伙）); holds 1,688,937 shares through Hefei Jixin No. 99 Enterprise Management Partnership (Limited Partnership) | 4,481,804 | 0.0074% | | Yang Yi (杨益) | Spouse of core technical personnel Wang Dan | Holds 1,050,008 shares through Hefei Jixin No. 48 Enterprise Management Partnership (Limited Partnership) (合肥集鑫肆拾捌号企业管理合伙企业（有限合伙）); holds 200,002 shares through Hefei Jixin No. 27 Enterprise Management Partnership (Limited Partnership) (合肥集鑫贰拾柒号企业管理合伙企业（有限合伙）); holds 993,707 shares through Hefei Jixin No. 110 Enterprise Management Partnership (Limited Partnership) (合肥集鑫壹佰壹拾号企业管理合伙企业（有限合伙）) | 2,243,717 | 0.0037% | | Tang Yanzhe (唐衍哲) | Core Technical Personnel | Indirectly holds 840,007 shares of the Company through Hefei Jixin No. 16 Enterprise Management Partnership (Limited Partnership); indirectly holds 37,104 shares of the Company through Hefei Jixin No. 39 Enterprise Management Partnership (Limited Partnership); indirectly holds 4,125,033 shares of the Company through Hefei Jixin No. 69 Enterprise Management Partnership (Limited Partnership) (合肥集鑫陆拾玖号企业管理合伙企业（有限合伙）); indirectly holds 301,596 shares of the Company through Hefei Jixin No. 99 Enterprise Management Partnership (Limited Partnership) | 5,303,740 | 0.0088% |
As of the date of signing of this Prospectus, the shares of the Company directly held by the Company's directors, senior management personnel, core technical personnel, and their close relatives are not subject to any pledge or freeze, nor are they subject to any litigation or dispute.
## (V) Concurrent Positions Held by Directors, Senior Management Personnel, and Core Technical Personnel
As of the date of signing of this Prospectus, the major concurrent positions held by the Company's directors, senior management personnel, and core technical personnel at entities other than the issuer and its subsidiaries are as follows:
| No. | Name | Position at Company | Concurrent Position Unit | Concurrent Position | Other Relationship with the Company | |-----|------|--------------------|--------------------------|--------------------|--------------------------------------| | 1 | Zhu Yiming (朱一明) | Chairman | GigaDevice (兆易创新) | Chairman | Direct shareholder of the Company | | | | | Artaix Microelectronics (Hong Kong) Technology Co., Ltd. (芯技佳易微电子（香港）科技有限公司) | Executive Director | Other enterprises controlled by GigaDevice, direct shareholder of the Company | | | | | GigaDevice Semiconductor Singapore PTE. LTD. | Executive Director | Other enterprises controlled by GigaDevice, direct shareholder of the Company | | | | | Shenzhen Waitan Technology Development Co., Ltd. (深圳市外滩科技开发有限公司) | Executive Director | Other enterprises controlled by GigaDevice, direct shareholder of the Company | | | | | Qinghui Management Consulting Co., Ltd. (清辉管理咨询有限公司) | Supervisor | None | | | | | Qinghui Jingxuan (Hangzhou) Enterprise Management Co., Ltd. (清辉景瑄（杭州）企业管理有限公司) | Supervisor | None | | | | | Qinghui Jingheng (Beijing) Management Consulting Co., Ltd. (清辉景恒（北京）管理咨询有限公司) | Supervisor | None | | | | | TSINGHALO LIMITED | Director | None | | | | | TSINGHALO PTE. LTD. | Director | None | | 2 | Cao Kanyu (曹堪宇) | Director, President, Core Technical Personnel | Beijing Qinghui Xindian Enterprise Management Co., Ltd. (北京清辉鑫电企业管理有限公司) | Director | Indirect shareholder of the Company | | 3 | Zhao Lun (赵纶) | General Manager | Beijing Chuang'an Microchip Technology Co., Ltd. (北京创安微芯科技有限责任公司) | Director, General Manager | None | | | | | Beijing Tongmei Xtal Technology Co., Ltd. (北京通美晶体技术股份有限公司) | Independent Director | None | | | | | Hefei Jixin Shuochi Enterprise Management Co., Ltd. (合肥集鑫硕驰企业管理有限责任公司) | Supervisor | Indirect shareholder of the Company | | 4 | Feng Pengxi (冯鹏熙) | Senior Vice President, Head of Strategic Investment | Shanghai Xinzhan Technology Co., Ltd. (上海芯展科技有限公司) | Director | None | | | | | Zhongshui Xintong Technology (Wuhan) Co., Ltd. (中水信通科技（武汉）有限公司) | Director | None | | 5 | Yuan Yuan (袁园) | Vice President, Board Secretary | Beijing Chaorong Technology Co., Ltd. (北京超容科技有限公司) | Supervisor | None | | 6 | Zheng Rui (郑锐) | Director | Anhui Wantou Asset Management Co., Ltd. (安徽皖投资产管理有限公司) | Executive Director, General Manager | Other enterprises controlled by Anhui Provincial Investment, direct shareholder of the Company | | | | | Anhui Ankai Automobile Co., Ltd. (安徽安凯汽车股份有限公司) | Director | None | | | | | Urban Lifeline Industry Development Group (Anhui) Co., Ltd. (城市生命线产业发展集团（安徽）有限公司) | Director | None | | | | | Guoyuan Agricultural Insurance Co., Ltd. (国元农业保险股份有限公司) | Director | None | | | | | Anhui Micro Reloan Co., Ltd. (安徽省小额再贷款股份有限公司) | Director | Other enterprises controlled by Anhui Provincial Investment, direct shareholder of the Company | | | | | Digital Anhui Co., Ltd. (数字安徽有限责任公司) | Director | None | | | | | Anhui Zhongan Capital Investment Fund Co., Ltd. (安徽中安资本投资基金有限公司) | Supervisor | None |
| No. | Name | Position at Company | Concurrent Position Unit | Concurrent Position | Other Relationship with the Company | |-----|------|--------------------|--------------------------|--------------------|--------------------------------------| | 7 | Fang Wei (方炜) | Director | Hefei Industrial Investment Holdings (Group) Co., Ltd. (合肥市产业投资控股（集团）有限公司) | Chief Economist | Indirect shareholder of the Company | | | | | Changhong Meiling Co., Ltd. (长虹美菱股份有限公司) | Director | None | | | | | Hefei Venture Investment Guidance Fund Co., Ltd. (合肥市创业投资引导基金有限公司) | Chairman | None | | | | | Hefei Medical Device Inspection and Testing Center Co., Ltd. (合肥市医疗器械检验检测中心有限公司) | Chairman | None | | | | | Masteel (Hefei) Steel Co., Ltd. (马钢（合肥）钢铁有限责任公司) | Director | None | | | | | Hefei Life and Health Industry Development Co., Ltd. (合肥市生命健康产业发展有限公司) | Chairman | None | | | | | Hefei Keji Rural Commercial Bank Co., Ltd. (合肥科技农村商业银行股份有限公司) | Director | None | | | | | Hefei Gongtou Zhiju Equity Investment Co., Ltd. (合肥工投智聚股权投资有限公司) | Chief Financial Officer | None | | | | | Anhui Anli Material Technology Co., Ltd. (安徽安利材料科技股份有限公司) | Director | None | | | | | Heguang Photomask Technology (Anhui) Co., Ltd. (合光光掩膜科技（安徽）有限公司) | Director | None | | 8 | Wei Jun (韦俊) | Director | National Integrated Circuit Industry Investment Fund Co., Ltd. (国家集成电路产业投资基金股份有限公司) | Vice President | None | | | | | National Integrated Circuit Industry Investment Fund Phase II Co., Ltd. (国家集成电路产业投资基金二期股份有限公司) | Vice President | Direct shareholder of the Company | | | | | National Integrated Circuit Industry Investment Fund Phase III Co., Ltd. (国家集成电路产业投资基金三期股份有限公司) | Vice President | None | | | | | Yangtze Memory Technologies Holding Co., Ltd. (长江存储控股股份有限公司) | Director | None | | | | | Yangtze Memory Technologies Co., Ltd. (长江存储科技有限责任公司) | Director | None | | | | | Shanghai Huali Integrated Circuit Manufacturing Co., Ltd. (上海华力集成电路制造有限公司) | Director | None | | | | | Hua Hong Semiconductor Manufacturing (Wuxi) Co., Ltd. (华虹半导体制造（无锡）有限公司) | Director | None | | | | | Wuhan Xinfei Technology Investment Co., Ltd. (武汉芯飞科技投资有限公司) | Director | None | | | | | Wuhan Xinteng Technology Investment Co., Ltd. (武汉芯腾科技投资有限公司) | Director | None | | | | | Hua Hong Semiconductor (Wuxi) Co., Ltd. (华虹半导体（无锡）有限公司) | Director | None | | | | | Hangzhou Fuxin Semiconductor Co., Ltd. (杭州富芯半导体有限公司) | Director | None | | 9 | Hou Huawei (侯华伟) | Director | Huaxin Investment Management Co., Ltd. (华芯投资管理有限责任公司) | Director, Vice President | None | | | | | SMIC North Integrated Circuit Manufacturing (Beijing) Co., Ltd. (中芯北方集成电路制造（北京）有限公司) | Vice Chairman | None | | | | | SMIC Jingcheng Integrated Circuit Manufacturing (Beijing) Co., Ltd. (中芯京城集成电路制造（北京）有限公司) | Director | None | | | | | Jiangsu Changdian Technology Co., Ltd. (江苏长电科技股份有限公司) | Director | None | | | | | Unisoc (Shanghai) Technologies Co., Ltd. (紫光展锐（上海）科技股份有限公司) | Director | None | | 10 | Chen Wuchao (陈武朝) | Independent Director | Tsinghua University | Associate Professor | None | | | | | CITIC Trust Co., Ltd. (中信信托有限责任公司) | Independent Director | None |
| No. | Name | Position at Company | Concurrent Position Unit | Concurrent Position | Other Relationship with the Company | |-----|------|--------------------|--------------------------|--------------------|--------------------------------------| | | | | China National Petroleum Corporation Capital Co., Ltd. (中国石油集团资本股份有限公司) | Independent Director | None | | | | | Tsinghua University Asset Management Co., Ltd. (清华大学资产管理有限公司) | Director | None | | 11 | Li Hua (李华) | Independent Director | Beijing Deheng Law Firm (北京德恒律师事务所) | Partner Attorney | None | | | | | Taiji Computer Corporation Limited (太极计算机股份有限公司) | Independent Director | None | | | | | Beijing Ultrapower Software Co., Ltd. (北京宇信科技集团股份有限公司) | Independent Director | None | | 12 | Cai Yimao (蔡一茂) | Independent Director | Peking University | Professor, Dean | None | | | | | Beijing Huazhuo Precision Science & Technology Co., Ltd. (北京华卓精科科技股份有限公司) | Independent Director | None | | | | | Founder Technology Group Co., Ltd. (方正科技集团股份有限公司) | Independent Director | None | | 13 | Guo Wei (郭薇) | Independent Director | China Europe International Business School (中欧国际工商学院) | Associate Professor | None | | | | | USI Co., Ltd. (环旭电子股份有限公司) | Independent Director | None |
## (VI) External Investment Situations of Directors, Senior Management Personnel, and Core Technical Personnel Related to the Issuer and Its Business
As of the date of signing of this Prospectus, the external investment situations of the Company's directors, senior management personnel, and core technical personnel related to the issuer and its business are as follows:
| Name | Relationship with the Company | External Investment | Registered Capital | Shareholding Ratio | |------|------------------------------|--------------------|--------------------|-------------------| | Zhu Yiming (朱一明) | Chairman | GigaDevice (兆易创新) | 66,784.94 | 6.85% |
The above external investments by the issuer's directors, senior management personnel, and core technical personnel do not constitute any conflict of interest with the issuer.
## (VII) Remuneration of Directors, Supervisors, Senior Management Personnel, and Core Technical Personnel
The Company's Chairman Zhu Yiming does not receive remuneration from the Company. Independent directors of the Company only receive independent director allowances and do not enjoy other benefits. Directors Fang Wei, Zheng Rui, Wei Jun, Hou Huawei, and former supervisors Xu Yunjin and Li Jun do not receive remuneration from the Company. The remuneration of the Company's other directors, supervisors, senior management personnel, and core technical personnel consists of salaries and bonuses. The Company's Board of Directors has established a Remuneration and Appraisal Committee, which is responsible for formulating performance evaluation standards, procedures, and systems, as well as the main plans and systems for rewards and penalties.
The remuneration plans for the Company's directors, supervisors, senior management personnel, and core technical personnel have all been processed through the corresponding internal procedures
The Company has established an experienced R&D team and, through a continuous and efficient R&D innovation mechanism, has formed its existing core technology system. The Company has mastered a series of key core technologies in various business segments including DRAM product design, manufacturing processes, packaging and testing, and module design and application, all of which have been extensively applied in the mass production of the Company's products.
The Company has always adhered to a market-oriented approach, continuously pursuing technological innovation and product R&D upgrades, and has accumulated a series of advanced and innovative scientific and technological achievements. As of June 30, 2025, the Company holds a total of 3,116 domestic patents (including 2,348 invention patents) and 2,473 overseas patents. Leveraging its deep technical expertise in DRAM design and manufacturing, the Company actively promotes the development and commercialization of process technologies and product technologies, achieving deep integration between scientific and technological achievements and industry.
During the reporting period, the Company's core technology products have been widely applied in markets including servers, mobile devices, personal computers, and smart vehicles. The Company has engaged in in-depth cooperation with key industry customers including Alibaba Cloud, ByteDance, Tencent, Lenovo, Xiaomi, Transsion, Honor, OPPO, and vivo, achieving the industrial implementation of core technologies. For details on revenue generated by the Company's core technologies and its proportion of operating revenue, please refer to the section "VIII. Core Technologies and R&D of the Issuer" — "(I) Overview of the Company's Core Technologies" — "2. Contribution of Core Technologies to Principal Business Operations" in this section.
| Chip Design | Wafer Manufacturing | Wafer Testing | Chip Packaging | Finished Product Testing | |---|---|---|---|---| | Circuit Design | Photolithography | DC Parameter Testing | Wafer Thinning | Burn-in Testing | | Design Verification | Etching | Function/Speed Testing | Wafer Dicing | Core Memory Testing | | Circuit Layout | Ion Implantation | Wafer Repair | Die Bonding | Performance Screening Test | | Mask Fabrication | Thin Film Deposition | Wafer-Level Burn-in Testing | Die Wire Bonding | | | | Chemical Mechanical Polishing | | Finished Product Molding | | | | Chemical Cleaning | | Finished Product Ball Planting | |
| **Primary Focus** | | | **Outsourced Processing** | **Partial Outsourcing** | |---|---|---|---|---|
During the reporting period, the Company's representative business indicators primarily include production capacity, output, sales volume, capacity utilization rate, and
production-to-sales ratio, etc. For details on specific changes and reasons for the relevant business data, please refer to "IV. Sales Conditions and Major Customers of the Issuer" in this section. For other representative business indicators, please refer to "Section 6: Financial and Accounting Information and Management Analysis" — "IX. Analysis of Operating Results" in this Prospectus.
## (VII) Compliance of the Issuer with Industrial Policies and National Economic Development Strategies
The Company is principally engaged in the R&D, design, production, and sales of DRAM products. The industry in which the Company operates is the semiconductor and integrated circuit industry, which falls within the scope of industries encouraged by national policy as listed in the *Classification of Strategic Emerging Industries (2018)* and the *Guiding Catalogue for Industrial Structure Adjustment (2024 Edition)*, among others. The Company receives strong support from national industrial policies, and its product development is highly aligned with the direction of future economic development, in conformity with industry policies and national economic development strategies. For details, please refer to the relevant content of "II. Basic Industry Conditions and Competitive Landscape of the Issuer's Industry" — "(II) Impact of the Industry's Competent Authorities, Regulatory Framework, Major Laws, Regulations, and Policies on the Issuer's Operations and Development" in this section.
The Company is principally engaged in the R&D, design, production, and sales of DRAM products. In accordance with the *Classification of National Economic Industries* (GB/T 4754-2017) issued by the National Bureau of Statistics, the industry in which the Company operates is "Manufacturing" (C) — "Computer, Communication and Other Electronic Equipment Manufacturing" (39).
In accordance with the *Classification of Strategic Emerging Industries (2018)* issued by the National Bureau of Statistics, the Company's industry belongs to "1 Next-Generation Information Technology Industry" — "1.2 Core Electronic Industries" — "1.2.4 Integrated Circuit Manufacturing," which is one of the strategic emerging industries prioritized for development by the state.
In accordance with the *Interim Provisions on the Filing and Recommendation for Listing of STAR Market Enterprises on the Shanghai Stock Exchange* (revised in April 2024), the Company belongs to the "Semiconductor and Integrated Circuit" sector within the "Next-Generation Information Technology" field.
### (II) Impact of the Industry's Competent Authorities, Regulatory Framework, Major Laws, Regulations, and Policies on the Issuer's Operations and Development
The competent authorities for the industry in which the Issuer operates include the National Development and Reform Commission and the Ministry of Industry and Information Technology of the People's Republic of China, which are primarily responsible for formulating industrial policies and plans for the industry, organizing the development of technical policies, technical frameworks and technical standards for the industry, and exercising macro-regulatory control over the direction of industry development.
The self-regulatory organization of China's integrated circuit industry is the China Semiconductor Industry Association, whose principal responsibilities include implementing relevant government policies and regulations, submitting advisory opinions and recommendations on economic, technical, and equipment
policies for the development of the industry to government competent authorities, etc.
In recent years, in order to further encourage the overall development of the domestic integrated circuit industry and enhance technological competitiveness, relevant national ministries and commissions have issued a series of policies and regulations to support and guide the development of the industry. Among these, the major laws, regulations, and industrial policies since 2020 are as follows:
| No. | Date of Issue | Issuing Authority | Law/Regulation/Industrial Policy | Main Content | |---|---|---|---|---| | 1 | 2025 | Central Political Bureau | *Recommendations of the Central Committee of the Communist Party of China on Formulating the 15th Five-Year Plan for National Economic and Social Development* | Strengthen original innovation and tackle key core technologies. Improve the new type of whole-nation system, take extraordinary measures, and promote the full-chain breakthrough of key core technologies in integrated circuits, industrial machine tools, high-end instruments, basic software, advanced materials, biomanufacturing, and other key areas. Highlight national strategic needs, and deploy and implement a number of major national science and technology tasks. Strengthen the strategic, forward-looking, and systematic layout of basic research, increase the proportion of investment in basic research, and increase long-term stable support. Strengthen the orientation of original innovation in scientific research and technology development, optimize the environment conducive to original and disruptive innovation, and produce more landmark original achievements. | | 2 | 2024 | National Development and Reform Commission, National Data Administration, Ministry of Education, Ministry of Finance, National Financial Regulatory Administration, China Securities Regulatory Commission | *Guiding Opinions on Promoting High-Quality Development of the Data Industry* (Fagai Shuju [2024] No. 1836) | Support enterprises in increasing innovation investment, nurture a number of technology-innovative enterprises oriented toward data collection and aggregation, computing and storage, circulation and trading, and development and utilization, with key support for the development of original, leading data science and technology innovation. Strengthen R&D of new storage technologies to support large-scale, real-time cross-domain data storage and flow, and increase the proportion of intelligent storage use. Build a national integrated computing power system. Develop diversified computing resources such as general computing, intelligent computing, and supercomputing; support enterprises in participating in the full industrial chain ecosystem construction of computing power; and build an integrated, high-quality computing power supply system. Strengthen the application of high-bandwidth, low-latency, and highly reliable data transmission technologies, and accelerate key technology innovations such as computing-network convergence, grid scheduling, and energy storage and heat dissipation. | | 3 | 2024 | State Administration for Market Regulation, National Development and Reform Commission, Ministry of Science and Technology, Ministry of Agriculture and Rural Affairs, Ministry of Commerce | *Guiding Opinions on Quality Infrastructure Supporting the Collaborative Quality Enhancement of Industrial Chains and Supply Chains* (Guoshi Jianzhi [2024] No. 6) | Centering on the goals of the *Outline for Building a Quality-Strong Country*, focusing on strategic emerging and future industries such as new energy vehicles, integrated circuits, artificial intelligence, and quantum information, and coordinating traditional advantageous industries such as textile and apparel, home appliances, and engineering machinery, to conduct in-depth quality infrastructure support actions for collaborative quality enhancement of industrial chains and supply chains, fully release the efficiency of quality infrastructure, achieve collaborative quality development of all upstream, midstream, and downstream segments, and promote coordinated quality progress at all levels from point to line to area. | | 4 | 2023 | National Development and Reform Commission | *Guiding Catalogue for Industrial Structure Adjustment (2024 Edition)* | Categorized "Integrated Circuits: integrated circuit design, production of logic circuits and memory with integrated circuit line widths equal to or less than 65 nanometers" as encouraged industries. |
| No. | Date of Issue | Issuing Authority | Law/Regulation/Industrial Policy | Main Content | |---|---|---|---|---| | 5 | 2023 | Ministry of Industry and Information Technology, Cyberspace Administration of China, Ministry of Education, National Health Commission, People's Bank of China, State-owned Assets Supervision and Administration Commission of the State Council | *Action Plan for High-Quality Development of Computing Power Infrastructure* (MIIT Lian Tongxin [2023] No. 180) | Continuously enhance storage industry capabilities. Encourage storage product manufacturers to continuously improve the level of independent R&D and manufacturing of key storage components, and build an industrial ecosystem in which storage media, storage chips, storage systems, and storage applications mutually promote and develop in coordination. Promote the collaborative development of storage, computing, and networking. Accelerate the R&D and application of storage network technologies, promote the integrated design of computing and storage, foster the coordinated development of storage with networks and computing, guide the rational configuration of storage-to-computing ratios, and achieve efficient flow of data within and between computing power centers. | | 6 | 2022 | National Development and Reform Commission | *Implementation Plan for the 14th Five-Year Expansion of Domestic Demand Strategy* | Achieve a high level of scientific and technological self-reliance and self-improvement. Promote the optimization and combination of the innovation system guided by national strategic needs, and accelerate the construction of strategic technological forces led by national laboratories. Target frontier fields such as artificial intelligence, quantum information, integrated circuits, life and health, brain science, biological breeding, deep earth and deep sea, and implement a number of forward-looking and strategic major national science and technology projects. Strengthen strategic emerging industries. Focus on key fields such as next-generation information technology, biotechnology, new materials, new energy, high-end equipment, new energy vehicles, green environmental protection, and marine equipment, as well as core links in industrial chains such as 5G, integrated circuits, and artificial intelligence. Promote the national strategic emerging industrial cluster development project, implement the advanced manufacturing cluster development special action, cultivate a batch of cluster benchmarks, and explore the establishment of a batch of innovation and public service complexes in clusters. | | 7 | 2021 | State Council | *Notice of the State Council on Issuing the 14th Five-Year Plan for Digital Economy Development* (Guofa [2021] No. 29) | Strengthen the capacity for innovation in key technologies. Target strategic and forward-looking fields such as sensors, quantum information, network communications, integrated circuits, key software, big data, artificial intelligence, blockchain, and new materials; leverage China's advantages of the socialist system, the new type of whole-nation system, and the super-large-scale market; and improve fundamental R&D capabilities in digital technologies. Improve the supply chain systems for key industries such as 5G, integrated circuits, new energy vehicles, artificial intelligence, and the industrial internet. | | 8 | 2020 | State Council | *Several Policies for Promoting High-Quality Development of the Integrated Circuit Industry and the Software Industry in the New Era* (Guofa [2020] No. 8) | In fields such as advanced storage, advanced computing, advanced manufacturing, high-end packaging and testing, key equipment and materials, and next-generation semiconductor technology, promote the construction of various types of innovation platforms in line with industry characteristics. | | 9 | 2020 | National Development and Reform Commission, Ministry of Science and Technology, Ministry of Industry and Information Technology, Ministry of Finance | *Guiding Opinions on Expanding Investment in Strategic Emerging Industries to Nurture and Grow New Growth Poles* (Fagao Ji [2020] No. 1409) | Accelerate quality and efficiency improvement in the next-generation information technology industry. Accelerate the tackling of core technologies such as basic materials, key chips, high-end components, new display devices, and key software; vigorously promote the construction of key projects and major projects; and actively expand reasonable and effective investment. |
#### 3. Impact of Laws, Regulations, and Industry Policies Newly Enacted or Revised Since the Beginning of the Reporting Period, or Expected to Be Introduced in the Near Future, on the Issuer's Operations and Development
Under the national digital economy grand strategy, data, as a core production factor, has become a foundational and strategic resource of the digital economy era. Against the backdrop of rapidly increasing demand for real-time processing of massive data, DRAM chips, as the key hub for high-speed data access and retrieval in information infrastructure, are playing an increasingly prominent foundational role in the national information technology and high-tech fields, and have become a strategic battleground for digital economic development.
The Company's main products are a core component of the new information infrastructure of the digital economy era, and are also a key area of concentrated R&D effort in the integrated circuit industrial chain. The Company's business is in conformity with industrial policies and national development strategies. The aforementioned policies, decisions, plans, and programs, among others, specifically encourage the operational development of the semiconductor storage sector in which the Company operates, and provide support in terms of fiscal, taxation, talent, and technology, among others, thereby providing the Company with a favorable operating environment.
The semiconductor industry, as the cornerstone of modern information technology and the digital economy, plays a crucial role in global technological progress and economic development. Classified by function, semiconductors primarily encompass four major categories: integrated circuits, optoelectronic devices, discrete devices, and sensors.
Among these, memory chips, as a key branch of integrated circuits, are electronic devices that implement the functions of data storage and read/write. In recent years, the total volume of global data has grown at an explosive rate. As an important guarantee for the timely, complete, and reliable transmission of information in the digital age, memory chips are not only core components of electronic devices but also the core support for the realization and development of next-generation information technology.
Based on whether data is lost after power is cut off, memory chips are divided into two categories: volatile memory and non-volatile memory. Volatile memory primarily refers to random access memory (RAM), which requires maintaining power to temporarily store data for the host system CPU to read, write, and process, while non-volatile memory primarily includes read-only memory (ROM), which can retain data for a long time without the need for continuous power supply.
- **Semiconductor Memory** - **Volatile Memory** - RAM - **DRAM** - SRAM - Other RAM - **Non-Volatile Memory** - Non-ROM - PCM, etc. - Non-Flash - PROM - EPROM - EEPROM - OTPROM - ROM - Flash - NOR - NAND
### (1) With the Vigorous Development of the Digital Economy, DRAM, as the Core Hardware for Data Read/Write and Transmission, Is One of the Single Product Categories with the Highest Market Share and Fastest Growth Rate in the Global Semiconductor Market
DRAM is the mainstream volatile semiconductor memory, primarily used for the temporary storage of data and programs. As the key bridge between processors and external storage for data exchange, DRAM is also commonly referred to as memory chips, and is widely used in various electronic devices and systems such as servers, mobile devices, personal computers, and smart vehicles.
Each storage cell in DRAM consists of only one transistor and one capacitor (1T1C), and represents data bits (0 or 1) through the charge/discharge state of the capacitor. Because capacitors have a natural leakage characteristic, periodic charge refresh is required to maintain data integrity, hence the name "dynamic memory." Compared to other volatile memories such as SRAM, DRAM cell structure is simple, enabling a large number of storage cells to be integrated within a limited chip area, offering advantages of high storage capacity and cost efficiency, and thus having a wide range of application scenarios.
As a core component of the new information infrastructure of the digital economy era, DRAM plays an important role in modern information society
as an important strategic infrastructure, and is one of the single product categories with the highest market share in the global semiconductor market. According to statistics from the World Semiconductor Trade Statistics (WSTS) association, the global integrated circuit market size in 2024 was USD 539.5 billion, accounting for approximately 86% of the overall semiconductor industry. Among this, the global memory chip market size was USD 165.5 billion, accounting for approximately 31% of the integrated circuit market. According to data from Omdia and WSTS, DRAM is currently the largest memory chip by market size, with the global DRAM market size in 2024 reaching USD 97.6 billion, accounting for approximately 59% of the memory chip market.
- Left chart: Integrated Circuits (集成电路): **86%**; Optoelectronic Devices (光电器件); Discrete Devices (分立器件); Sensors (传感器) - Middle chart: Logic Chips (逻辑芯片); Memory Chips (存储芯片): **31%**; Analog Chips (模拟芯片); Microprocessors (微处理器) - Right chart: **DRAM: 59%**; Other (其他)
In the course of DRAM development, DRAM product types have been primarily divided into DDR (Double Data Rate Synchronous Dynamic Random Access Memory), LPDDR (Low Power Double Data Rate Synchronous Dynamic Random Access Memory), GDDR (Graphics Double Data Rate Synchronous Dynamic Random Access Memory), and other new high-end memories. Among these, DDR and LPDDR products accounted for the major market share in 2024. JEDEC has defined and established the aforementioned standardized memory technology specification system, enabling products designed by various manufacturers to meet the power, performance, and specification requirements of target applications, and to be interchangeable and compatible.
| DRAM Major Product Categories | | Main Applications | |---|---|---| | **DDR** | **Double Data Rate Synchronous Dynamic Random Access Memory** ☐ DDR is one of the core DRAM categories, which achieves double the data rate through simultaneous bidirectional transmission on both the rising and falling edges of the clock cycle, with balanced performance in bandwidth, capacity, and power consumption. It is the fundamental storage solution for general-purpose computing scenarios. | • Desktop computers • Laptops • Servers • … | | **LPDDR** | **Low Power Double Data Rate Synchronous Dynamic Random Access Memory** ☐ LPDDR is a DRAM category optimized for mobile scenarios, capable of providing excellent performance while significantly reducing power consumption, serving as the key storage solution balancing mobile device performance and energy efficiency. | • Smartphones • Tablet computers • Laptops • Smart wearable devices • … | | **GDDR** | **Graphics Double Data Rate Synchronous Dynamic Random Access Memory** ☐ GDDR is a DRAM category dedicated to graphics rendering and parallel computing, achieving extreme data bandwidth through multi-channel parallel architecture and high clock frequencies, focused on meeting the demand of heavy-load graphics processing for data transmission speed. | • Graphics cards • Gaming consoles • High-performance computing systems • … |
Driven by multiple factors including technological breakthroughs, performance iteration, and market application demands, various types of DRAM products are exhibiting a trend of generational upgrades. New products in each generation typically enjoy higher speeds and capacities, as well as lower voltages and power consumption compared to the previous generation. Current mainstream DDR products in the market are transitioning from DDR4 to DDR5; in 2024, the market share of DDR4 and DDR5 products within the DDR product segment reached 45% and 52%, respectively. In the LPDDR segment, the market share of LPDDR4 and LPDDR5 products within the LPDDR segment reached 46% and 53%, respectively, in 2024.
In addition to the above classifications, by market convention, DRAM products can also be divided into mainstream DRAM and niche DRAM. Mainstream DRAM is characterized by large capacity and high data transfer rates, and is primarily applied in market segments such as servers, mobile devices, and personal computers; the downstream market is characterized by large market size and high technical requirements. Niche DRAM refers to products with relatively lower density and capacity or products retired from mainstream DRAM specifications, and is primarily applied in application scenarios other than the mainstream market, such as communication, industrial control, and smart home market segments.
From an industry chain perspective, the upstream of the DRAM industry chain includes IP, EDA, semiconductor equipment and components, and materials, among others. The midstream of the industry chain includes DRAM design, wafer manufacturing, and packaging and testing, which are the core links of the industry chain. The downstream of the industry chain primarily includes application areas such as servers, mobile devices, personal computers, communications, industrial control, and smart homes.
| Upstream (上游) | Midstream (中游) | Downstream (下游) | |---|---|---| | Semiconductor IP | DRAM Design | **Mainstream Market:** Servers, Mobile Devices, Personal Computers | | Semiconductor EDA | Wafer Manufacturing | **Niche Market:** Communications, Industrial Control, Smart Homes, etc. | | Semiconductor Equipment and Components | Packaging and Testing | | | Semiconductor Materials | | |
Over the years, with the continuous refinement of the division of labor, midstream chip manufacturers in the industry chain have formed two main business models: IDM and vertical specialization. Under the IDM model, enterprises typically independently complete the full process including chip design, wafer manufacturing, packaging and testing, and other processes, requiring enterprises to possess strong technical reserves and financial strength. Under the vertical specialization model, each segment is carried out by different enterprises with specialized division of labor; Fabless enterprises focus on product R&D and design, the wafer manufacturing segment is typically
outsourced to foundries, and the packaging and testing segment is completed by packaging and testing companies.
Manufacturers operating under the IDM model hold an absolutely dominant position in the midstream segment of the DRAM industry chain. Because DRAM layout design is highly integrated with wafer manufacturing technology, manufacturers operating under the IDM model are able to accelerate technological upgrades and product iterations more quickly and respond to rapidly changing market demands. Furthermore, given the characteristics of large-scale standardized production of DRAM products, IDM manufacturers can easily form economies of scale through centralized resource allocation, resulting in more significant economic benefits. The major global DRAM manufacturers, including Samsung Electronics, SK Hynix, Micron Technology, CXMT (长鑫科技), and Nanya Technology, all operate under the IDM model.
### (4) Massive Data Processing Demands Drive the Rapid Growth of the Global Hundred-Billion-Dollar DRAM Market, with China's Market Share Exceeding One Quarter
In recent years, emerging technology scenarios have continuously emerged, and the total volume of data has grown explosively. The widespread demand for data read/write and transmission has driven the rapid expansion of the global DRAM market. From a long-term perspective, the global DRAM market still has broad room for growth. According to Omdia data, the global DRAM market size is expected to grow from USD 97.6 billion in 2024 to USD 204.5 billion in 2029, with a compound annual growth rate of 15.93%.
| Year | Market Size (USD 100 million) | |---|---| | 2019 | 622 | | 2020 | 664 | | 2021 | 952 | | 2022 | 807 | | 2023 | 524 | | 2024 | 976 | | 2025E | 1,254 | | 2026E | 1,478 | | 2027E | 1,614 | | 2028E | 1,717 | | 2029E | 2,045 |
China's DRAM market covers the extensive demand of the domestic consumer electronics market and electronic information manufacturing industry, and holds an important share in the global DRAM market. According to Yole data, China's DRAM market size in 2024 was approximately USD 25 billion, accounting for more than one quarter of the global DRAM market size. As a major global DRAM demand market, China has long been highly dependent on imports in this field, and domestic DRAM manufacturers still have broad market space.
### (5) Servers, Mobile Devices, Personal Computers, and Smart Vehicles Constitute the Major Application Areas of DRAM; the Development of Diversified Application Scenarios in the Digital Economy Era Is Expected to Drive Sustained Growth in DRAM Demand
According to Omdia statistics, among global DRAM downstream application areas in 2024, the market demand proportions for servers, mobile devices, personal computers, and smart vehicles were approximately 38%, 35%, 14%, and 3%, respectively. The aforementioned four major application markets combined accounted for approximately 90% of the global DRAM downstream application demand market. In the digital economy era, the sustained development of servers, mobile devices, personal computers, smart vehicles, and other diversified application scenarios is expected to drive further growth in DRAM market demand.
| Year | Servers | Mobile Devices | Personal Computers | Smart Vehicles | Other | |---|---|---|---|---|---| | 2024 | 38% | 35% | 14% | 3% | 10% | | 2025E | 43% | 33% | 13% | 3% | 8% | | 2026E | 46% | 31% | 12% | 3% | 8% | | 2027E | 48% | 31% | 11% | 3% | 7% | | 2028E | 49% | 30% | 11% | 3% | 7% | | 2029E | 51% | 29% | 11% | 3% | 6% |
Server DRAM is expected to become one of the fastest-growing markets among all DRAM application areas. According to Omdia data, the global server DRAM market share was approximately 38% in 2024, and the server DRAM market share is expected to grow to approximately 51% by 2029. The continued rapid growth in demand for data processing infrastructure construction driven by the expansion of data centers and the development of cloud computing has become one of the core drivers of the expanding server DRAM market size. According to Omdia projections, the total DRAM capacity installed in global servers is expected to grow from approximately 10,963 MGB in 2024 to approximately 33,366 MGB in 2029, with a compound annual growth rate of approximately 24.93% from 2024 to 2029.
| Year | Installation Volume (MGB) | Growth Rate | |---|---|---| | 2024 | 10,963 | 32% | | 2025E | 14,869 | 36% | | 2026E | 18,843 | 27% | | 2027E | 22,861 | 21% | | 2028E | 27,864 | 22% | | 2029E | 33,366 | 20% |
Mobile device DRAM is one of the core downstream application markets of DRAM, in which smartphone applications hold the major share of the mobile device DRAM market; other sub-applications include tablet computers, among others. Performance improvements and functional upgrades in mobile devices are driving growth in per-device memory capacity, providing strong support for mobile device DRAM demand and driving the market size to maintain steady growth. According to Omdia projections, the total DRAM capacity installed in global mobile devices is expected to grow from approximately 10,099 MGB in 2024 to approximately 19,475 MGB in 2029, with a compound annual growth rate of approximately 14.03% from 2024 to 2029.
| Year | Installation Volume (MGB) | Growth Rate | |---|---|---| | 2024 | 10,099 | 18% | | 2025E | 11,346 | 12% | | 2026E | 12,923 | 14% | | 2027E | 14,652 | 13% | | 2028E | 16,996 | 16% | | 2029E | 19,475 | 15% |
Personal computer DRAM is the third largest application market for DRAM, with primary applications including desktop computers and laptops, among others. Device replacement and upgrades for personal computers, as well as the continued expansion of edge-side scenarios, have become important factors driving the growth of the personal computer DRAM market. According to Omdia projections, the total DRAM capacity installed in global personal computers is expected to grow from approximately 4,101 MGB in 2024 to approximately 7,087 MGB in 2029, with a compound annual growth rate of approximately 11.57% from 2024 to 2029.
| Year | Installation Volume (MGB) | Growth Rate | |---|---|---| | 2024 | 4,101 | 10% | | 2025E | 4,687 | 14% | | 2026E | 5,063 | 8% | | 2027E | 5,097 | 1% | | 2028E | 6,464 | 27% | | 2029E | 7,087 | 10% |
Smart vehicle DRAM is becoming one of the most promising emerging tracks in the DRAM market. Although the current proportion of smart vehicle DRAM in the overall market is relatively limited, with the accelerating progress of vehicle intelligence and connectivity, upgrade demands for autonomous driving and intelligent cockpits are expected to jointly drive the smart vehicle DRAM market into a stage of high-speed growth. According to Omdia projections, the total DRAM capacity installed in global smart vehicles is expected to grow from approximately 828 MGB in 2024 to approximately 1,972 MGB in 2029, with a compound annual growth rate of approximately 18.97% from 2024 to 2029.
| Year | Installation Volume (MGB) | Growth Rate | |---|---|---| | 2024 | 828 | 10% | | 2025E | 941 | 14% | | 2026E | 1,103 | 17% | | 2027E | 1,415 | 28% | | 2028E | 1,730 | 22% | | 2029E | 1,972 | 14% |
Driven by the global wave of digitalization, the development of numerous application areas such as industrial control, wearable devices, and smart homes is driving the vigorous growth of data storage and processing demand. According to Omdia projections, the total DRAM capacity installed in other multi-application areas globally is expected to grow from approximately 2,733 MGB in 2024 to approximately 4,161 MGB in 2029, with a compound annual growth rate of approximately 8.77% from 2024 to 2029.
| Year | Installation Volume (MGB) | Growth Rate | |---|---|---| | 2024 | 2,733 | 1% | | 2025E | 3,063 | 12% | | 2026E | 3,176 | 4% | | 2027E | 3,345 | 5% | | 2028E | 3,788 | 13% | | 2029E | 4,161 | 10% |
### (6) The Global DRAM Market Has a High Degree of Concentration; the Top Three International Manufacturers Collectively Hold Over 90% of the Market Share; Domestic Manufacturer CXMT (长鑫科技) Is Gradually Entering the Ranks of Major Manufacturers
The DRAM industry has extremely high technological and capital barriers to entry. Leading enterprises that have already achieved a certain scale can reduce costs through economies of scale and consolidate their existing advantages. Influenced by these industry characteristics, the DRAM industry has evolved from dozens of enterprises during its early developmental stage in the 1980s to the current situation where the main global producers include Samsung Electronics, SK Hynix, Micron Technology, and CXMT (长鑫科技), among others.
According to Omdia data, measured by sales revenue, Samsung Electronics' global DRAM market share in 2024 was 40.35%, ranking first; SK Hynix and Micron Technology's global DRAM market shares in 2024 were 33.19% and 20.73%, respectively, ranking second and third. These three companies collectively account for more than 90% of the global DRAM market share.
In recent years, among domestic DRAM manufacturers, CXMT (长鑫科技) is gradually entering the ranks of major manufacturers. Based on calculations using Omdia data, measured by DRAM sales revenue in Q2 2025, CXMT's global market share has grown to 3.97%, and is expected to achieve further growth as technology develops and capacity construction progresses.
In addition to the aforementioned manufacturers, other manufacturers holding a certain market share are mainly concentrated in Taiwan, China, including Nanya Technology, Winbond Electronics, and PSMC, among others. There are also other semiconductor enterprises in mainland China that have laid out DRAM businesses, but most focus on chip design.
The DRAM industry is significantly affected by market supply and demand fluctuations and exhibits pronounced cyclical characteristics. Manufacturers adjust their capacity control strategies based on changes in downstream demand, but the capacity ramp-up of new production lines typically requires multiple quarters, and it takes several years from capital expenditure to capacity release for newly built wafer fabs, leading to a mismatch between market supply and demand. At the same time, because the supply side of the DRAM market is highly concentrated, with leading manufacturers holding the vast majority of market share, their capital expenditures are relatively concentrated, and decisions to increase or reduce capacity are often released simultaneously. This causes the DRAM industry to exhibit stronger cyclical characteristics compared to other semiconductor product industries.
DRAM products have large market demand and a high degree of product standardization. Products from different DRAM manufacturers have similar specifications and performance, giving them commodity-like attributes, and market price competition is particularly fierce when supply and demand are mismatched. At the same time, from a historical perspective, multiple factors of uncertainty such as the pace of technology iteration, macroeconomic fluctuations, and trade policies will further exacerbate DRAM price volatility, causing DRAM market prices to exhibit significant volatility.
*(Line chart — x-axis shows quarters from 1Q 2020 to 4Q 2024; y-axis shows price from 0 to 5 USD/GB)*
### (1) DRAM Products Are Based on Standard Technical Specifications, with Customization Extended to Specific Application Scenarios
To build an interconnected DRAM industry ecosystem, JEDEC has formulated internationally applicable DRAM technical standards. By uniformly standardizing key technical indicators such as interface protocols and timing parameters of memory chips and modules, it resolves compatibility issues from the ground level and ensures that DRAM products from different manufacturers can be compatible at the application end. For example, the DDR5 standard, through specifications such as unified data rates (e.g., 6400 MT/s) and dual-channel design, enables memory modules from different manufacturers to be plug-and-play compatible with motherboards. Manufacturers can independently conduct internal architecture design, manufacturing process development, and so forth, to meet the aforementioned standardized technical specifications and launch standardized DRAM products.
In addition to standardized products for general-purpose scenarios, there is also customization demand in the market for specific application needs. Such customized DRAM products require manufacturers to conduct differentiated design to match the special requirements of end devices in terms of power consumption, size, performance, and so forth, thereby achieving a technical extension from general-purpose scenarios to specific scenarios, supplementing niche demand that is difficult for general standards to cover.
### (2) Products Continue to Evolve to New Generations with Faster Transfer Speeds, Larger Capacity, and Lower Power Consumption
As the continuous penetration of scenario digitalization drives the large-scale expansion of global data volume, the massive real-time data processing demand for large-capacity, high-speed, and low-latency memory continues to rise, and the market has a strong demand for higher-performance DRAM products. On the basis of continuous breakthroughs in semiconductor technology and processes, DDR and LPDDR products continue to evolve to new generations with faster transfer speeds, larger capacity, and lower power consumption, and the market share of next-generation products such as DDR5 and LPDDR5 in servers, mobile devices, personal computers, and other markets continues to climb.
At the same time, the continuously developing next-generation information technology has imposed higher requirements on data throughput, and major manufacturers continue to explore new architectures and manufacturing packaging processes for DRAM, driving DRAM products to evolve in the direction of faster transfer speeds, larger capacity, and lower power consumption.
For a long time, the evolution of process nodes has been an important means for DRAM manufacturers to reduce costs and improve product performance. Under more advanced process nodes, DRAM cell sizes shrink, enabling more storage cells to be integrated per unit area, and the storage cost per bit decreases significantly. At the same time, the reduction in transistor spacing effectively shortens the electron travel path, and the demand for voltage decreases simultaneously, thereby achieving a reduction in power consumption. Driven by multiple factors including the rapid growth of data volume and technological application innovation and iteration, users' requirements for storage capacity, transfer speed, and power consumption continue to increase. Major manufacturers continuously shrink process nodes, enabling a single memory chip to have higher capacity, faster transfer speeds, and lower power consumption, while significantly reducing unit costs and effectively improving product performance, thereby achieving economic benefits.
Due to physical and commercial-level challenges such as leakage current and costs, the evolution of DRAM planar architecture is approaching its limits, and the pace of process node shrinkage is slowing. New architectures such as 4F² (i.e., 4F Square, a type of cell structure technology) further reduce cell area by vertically stacking transistors and capacitors, and are an important technological path for the further development of DRAM.
DRAM has extremely high technological barriers, with complex design and manufacturing processes covering a wide range of professional fields. In the circuit design segment, DRAM design requires precisely balancing multiple stringent objectives such as high density, high transfer speed, low power consumption, and high reliability within high-density arrays, and the design verification process is complex and the cycle is long. In the manufacturing segment, it is necessary to continuously iterate more advanced process technologies to maintain competitiveness. This process involves hundreds of complex and precise steps such as photolithography, etching, thin film deposition, diffusion and ion implantation, chemical cleaning, and chemical mechanical planarization, and each link has an important impact on the performance of the final product. Strict quality control is essential to ensure that the final chip product has good performance and stable operating characteristics.
At the same time, driven by the rapidly updating demands of downstream applications, the DRAM industry exhibits the characteristic of relatively fast technology iteration. This requires enterprises in the industry to possess strong technical reserves and R&D response capabilities, enabling them to continuously iterate products with higher storage density, lower power consumption, and faster read/write speeds in response to changes in downstream application markets. In this process, along with the continuous shrinkage of process
nodes, the complexity of circuit design increases, and the difficulty of core process links such as photolithography precision, etch aspect ratio, and thin film deposition increases geometrically. The relatively high technological barriers force new entrants to the industry to undergo long periods of accumulation before they can possess the design and manufacturing capabilities to respond quickly to the market, making technological barriers significant.
Major DRAM enterprises in the industry typically operate under the IDM model and need to continuously invest large amounts of capital simultaneously in technology iteration, product development, and production line construction to support enterprise development. On one hand, the capital expenditure required for building new DRAM wafer manufacturing production lines is extremely high, with the investment scale of a single factory having already exceeded USD 10 billion. And as process technology evolves toward more advanced nodes, the corresponding R&D costs, factory construction, and equipment investment will further escalate, posing stringent challenges to the financial strength of enterprises. On the other hand, downstream application requirements for DRAM product performance continue to increase, and competition in the mainstream market is highly dependent on technological advancement. Enterprises must continuously invest large amounts of capital in technology R&D to maintain a foothold in the DRAM field. Whether an enterprise can keep pace with or lead technological processes is one of the key factors in maintaining market competitiveness in the DRAM field.
Under extremely high capital expenditure requirements, DRAM manufacturers must scale up capacity to a sufficiently large level before they can achieve cost dilution through economies of scale and gain economic benefits. As capacity scale continues to expand, unit costs exhibit a significant downward trend, and enterprises will have a more sufficient profit margin. Leading enterprises can leverage their scale advantages to continuously expand their market share and consolidate their existing market position. The aforementioned capital and capacity barriers significantly limit the entry of potential competitors into the DRAM industry and promote the continuous increase in industry concentration.
The DRAM industry is a typical talent-intensive industry, with extremely high requirements for the knowledge reserves, R&D capabilities, and practical experience of core talent. The main DRAM manufacturers in the industry currently all operate under the IDM model, covering semiconductor design, manufacturing, packaging and testing, and other segments, which places higher demands on the breadth and depth of the talent pool. China's integrated circuit industry is in a stage of high-speed development, with relatively large demand for high-end talent with technical expertise and experience, making the aggregation and reserves of talent an important barrier for new entrants to the market.
The DRAM industry chain management is complex, and enterprise operational management is highly professional and complex:
First, DRAM production and manufacturing from wafer start to packaging and testing involves hundreds of processes, and each process requires precise control. This requires the operations management department to possess highly specialized knowledge, rich operational experience, and refined scheduling capabilities to ensure the smooth operation of the entire production process.
Second, the DRAM production and manufacturing segment involves a very large number of process steps and highly complex production processes, which places extremely high requirements on quality monitoring, problem tracing, and yield control, often requiring the joint participation of multiple departments including R&D, process, product, and testing. At the same time, a strict, comprehensive, and effective testing program is also required to guarantee product quality.
Furthermore, the DRAM production and manufacturing segment requires a large variety of equipment and raw materials, relying on a large number of highly specialized equipment and raw material suppliers. These suppliers not only need to meet extremely high technical requirements but also need to guarantee the stability of supply. Meanwhile, downstream customers impose high requirements on timely delivery and long-term stable supply. Therefore, enterprises need to possess excellent full-industry-chain ecosystem coordination capabilities to achieve efficient operation of all segments from material procurement and production manufacturing to product delivery.
In addition, the DRAM industry is a capital-intensive field, and under high capital expenditure, it is necessary to improve operational efficiency through efficient management to achieve refined cost control. In this context, DRAM enterprises need to accumulate large-scale production and operations management capabilities over long-term production operations.
In summary, building an efficient operational management system requires highly specialized knowledge and deep experiential accumulation. For new enterprises planning to enter the industry, this gap in knowledge and management experience constitutes an important barrier to entry that is difficult to overcome in the short term.
#### 1) Vigorous Development of the Digital Economy Wave, Bringing New Growth Opportunities for the DRAM Market
Under the wave of the digital economy, data processing volumes are growing exponentially. In recent years, with the maturation and popularization of next-generation information technology, various industries are accelerating their march toward comprehensive digitalization, and digital transformation has become an important means of improving efficiency, reducing costs, and expanding markets. Against this backdrop, the total volume of global data is growing explosively. According to IDC projections, the global data generated in 2025 will reach 213.56 ZB, growing to more than double by 2029 to reach 527.47 ZB.
The real-time read/write and efficient processing of massive data cannot be accomplished without the core support of DRAM chips. As the key component responsible for temporary data storage in all types of electronic devices, DRAM not only has an important impact on the speed and efficiency of data processing, but is also the fundamental hardware for meeting the demands of high-throughput, low-latency data in the digital economy era. The demand for access and read/write of massive data has further catalyzed a broad market space for DRAM chips, bringing historic development opportunities for the Company's products.
#### 2) In the International Competitive Environment, Domestic Industrial Chain Ecosystem Development Is Driving Domestic DRAM Manufacturers to Enter a Strategic Window of Opportunity
Domestic mobile device, personal computer, smart vehicle, and other terminal brand manufacturers, based on the enormous demand from the Chinese market, continue
to carry out product innovation and iteration, enhance product competitiveness, and hold an increasingly important share in the global market. At the same time, as international trade friction has intensified in recent years, many domestic downstream customers in the industrial chain have become increasingly concerned about the security and stability of their supply chains, and domestic terminal brands are actively promoting the building of localized supply chain systems. The rise of domestic terminal manufacturers and their demand for the development of an industrial chain ecosystem has brought enormous opportunities to domestic DRAM manufacturers.
#### 3) Slowing of Moore's Law, with New Technology Demands Giving Domestic DRAM Manufacturers a Catch-Up Window
Currently, the leading international DRAM enterprises have entered a bottleneck in process node shrinkage. The dramatic cost increases and proximity to physical limits encountered in the development of new products have led to a significant increase in process difficulty, and DRAM manufacturers are actively exploring new technological solutions. However, the commercial validation of technological roadmaps still carries uncertainty; while some technological approaches have shown potential in the experimental stage, they still require long-term validation in terms of yield control, cost compatibility, and compatibility with existing industrial chains in large-scale mass production, and there is uncertainty regarding the commercialization of these technologies.
In the R&D of new technology fields, domestic manufacturers and the top three international manufacturers are all in the exploratory stage. Domestic manufacturers are expected to seize industry innovation opportunities to usher in rapid development opportunities, overcome the competitive challenges they face in catching up with international leading levels, focus on technological breakthroughs, and gradually narrow the gap with international leading levels through product and technology innovation, and even achieve "curve overtaking" in some technologies and products.
The DRAM industry has strong cyclical attributes and significant price fluctuations. As a typically capital-intensive industry, DRAM typically requires several years from planning to full production. When market demand surges due to technology iteration or the explosion of emerging applications, manufacturers are unable to quickly increase capacity, leading to short-term product supply shortages that rapidly drive up product prices. However, subsequent concentrated capacity expansion by leading manufacturers often leads to supply oversupply and the industry enters a downturn cycle. At the same time, factors such as macroeconomic fluctuations and capacity control strategies of major manufacturers in the highly concentrated market further intensify cyclical fluctuations.
Under the strongly cyclical characteristics of the industry, difficult-to-predict price fluctuations may cause DRAM product sales prices to rise or fall sharply in the short term, increasing the operational difficulty of manufacturers in the industry in terms of production planning, inventory management, and capital expenditure decisions, and putting certain pressure on their operating performance. The aforementioned uncertainties expose manufacturers in the industry to the operational challenges brought by the strongly cyclical characteristics of the industry.
#### 2) Risk of Industrial Chain Instability Arising from Continued Escalation of International Geopolitical Tensions
Continued escalation of international geopolitical tensions has brought potential instability risks to the globally deployed DRAM industrial chain.
The key links of the DRAM industrial chain involve multiple countries and regions. If geopolitical tensions lead to trade policy adjustments in some regions or strengthened export controls on technology, it may affect the coordination efficiency of each link of the industrial chain.
China's semiconductor and integrated circuit industry has a relatively short period of development and its industrial maturity is relatively low. In recent years, the international political environment has become increasingly complex, and some countries have adopted various means including but not limited to raising tariffs and restricting imports and exports to practice trade protectionism, restricting the development of China's high-tech industries represented by the semiconductor and integrated circuit industry, and bringing risks of industrial chain instability to the development of China's related industries.
#### 3) China's DRAM Industry Started Relatively Late and Faces Certain Challenges in Short-Term Market Competition
The development of China's DRAM enterprises started relatively later than that of international leading enterprises, and there is still room for improvement in the depth and breadth of technology accumulation. The international leading manufacturers have undergone decades of technology iteration and have formed deep accumulation in areas such as materials application and patent layout; whereas China's related industries have had a relatively short period of autonomous exploration, and in the areas of advanced process R&D and key technology breakthroughs, they still require more time for experiential accumulation and system building, and the supporting capabilities of some core technology links need to be further strengthened.
From the perspective of production capacity scale, the top three international manufacturers, relying on long-term capacity expansion and integration, have formed relatively large economies of scale and dominate the global market. In contrast, China's DRAM industry is still in a developmental stage, and its market share is still in the process of continuous expansion.
#### 6. The Position and Role of the Issuer's Industry in the Industrial Chain, and the Correlation with Upstream and Downstream Industries
As an enterprise with integrated R&D, design, and manufacturing capabilities, the Company occupies the core midstream segment of the DRAM industrial chain. For details on DRAM industrial chain analysis, please refer to "(III) Development of the Industry to Which the Company Belongs" — "1. Overview of the DRAM Industry" — "(3) DRAM Industry Chain Analysis" in this section.
Leveraging continuous capacity construction and technological breakthroughs, the Company has formed a key driving and synergistic effect on the upstream and downstream of the DRAM industrial chain. On the upstream side, the Company's large-scale production needs provide important technical validation and commercial application opportunities for upstream enterprises such as equipment and materials companies, driving the upstream supply chain to build more mature market supply capabilities. On the downstream side, the Company provides stable supply to downstream terminal customers such as servers, mobile devices, personal computers, and smart vehicles, helping downstream enterprises respond more flexibly to market demands, thereby assisting the downstream industrial cluster in sustained development and upgrading. As a core-link enterprise in the DRAM industrial chain, the Company provides important assistance for the further improvement of the DRAM industrial chain ecosystem.
The Company is the largest, most technically advanced, and most comprehensively positioned DRAM integrated R&D, design, and manufacturing enterprise in China. The major DRAM enterprise situations in the industry are as follows:
Samsung Electronics was founded in 1969, is headquartered in South Korea, and was listed on the Korea Exchange in 1975. It is an internationally leading producer and seller of electronic products. Samsung Electronics has divisions including Device eXperience (DX), Device Solutions (DS), and Samsung Display (SDC), among others. The DS division primarily provides semiconductor-related products or services, mainly including semiconductor products such as DRAM, NAND, and mobile application processors, as well as foundry services. In fiscal year 2024, Samsung Electronics achieved total operating revenue of KRW 3,008,709.03 hundred million (亿韩元) and net profit of KRW 344,513.51 hundred million (亿韩元).
SK Hynix was founded in 1983, is headquartered in South Korea, and was listed on the Korea Exchange in 1996. It is an enterprise primarily engaged in the R&D, design, production, and sales of semiconductor memory, with main products including DRAM, NAND Flash, and other memory chips. In fiscal year 2024, SK Hynix achieved total operating revenue of KRW 661,929.60 hundred million (亿韩元) and net profit of KRW 197,969.02 hundred million (亿韩元).
Micron Technology was founded in 1978, is headquartered in the United States, and was listed on the NASDAQ in 1984. It is an enterprise engaged in the production and sales of semiconductor memory, providing DRAM, NAND Flash, NOR Flash, and other memory products. In fiscal year 2024, Micron Technology achieved total operating revenue of USD 25.111 billion and net profit of USD 0.778 billion.
Nanya Technology was founded in 1995, is headquartered in Taiwan, China, and was listed on the Taiwan Stock Exchange in 2000. It focuses on the R&D, design, manufacturing, and sales of DRAM. In fiscal year 2024, Nanya Technology achieved total operating revenue of TWD 34.132 billion (亿新台币) and net profit of TWD -5.083 billion (亿新台币).
In terms of products and business, the major enterprises in the DRAM industry are overseas enterprises. Therefore, the aforementioned major global DRAM
manufacturers Samsung Electronics, SK Hynix, Micron Technology, and Nanya Technology are selected as comparable companies.
The Company is a DRAM integrated R&D, design, and manufacturing enterprise, and there are currently no listed companies on the A-share market whose products and business are comparable to those of the Company. Based on core factors such as technical characteristics, market position, and business model, Taiwan Semiconductor Manufacturing Company (TSMC), Semiconductor Manufacturing International Corporation (SMIC), and China Resources Microelectronics (华润微) are further selected as comparable companies, with specific details as follows:
TSMC was founded in 1987, is headquartered in Taiwan, China, and was listed on the Taiwan Stock Exchange in 1994. Its main businesses include the manufacturing, sales, packaging and testing, computer-aided design, and photomask manufacturing and other foundry services for integrated circuits and other semiconductor chips. According to Trendforce statistics, TSMC is the world's number one wafer foundry enterprise by revenue. In fiscal year 2024, TSMC achieved total operating revenue of TWD 2,894.308 billion (亿新台币) and net profit of TWD 1,172.432 billion (亿新台币).
SMIC was founded in 2000, is headquartered in Shanghai, China, and was listed on the STAR Market of the Shanghai Stock Exchange in 2020. It provides 8-inch and 12-inch wafer foundry and technology services to global customers. SMIC is one of the world's leading integrated circuit wafer foundry enterprises and the leader in integrated circuit manufacturing in mainland China. In fiscal year 2024, SMIC achieved total operating revenue of RMB 57.796 billion (亿元人民币) and net profit of RMB 5.373 billion (亿元人民币).
China Resources Microelectronics was founded in 2003, is headquartered in Wuxi, Jiangsu Province, China, and was listed on the STAR Market of the Shanghai Stock Exchange in 2020. It is a semiconductor enterprise with full industrial chain integrated operation capabilities including chip design, mask manufacturing, wafer manufacturing, and packaging and testing, with products focused on power semiconductors, intelligent sensors, and intelligent control, among other fields. In fiscal year 2024, China Resources Microelectronics achieved total operating revenue of RMB 10.119 billion (亿元人民币) and net profit of RMB 0.662 billion (亿元人民币).
CXMT (长鑫科技) is an important competitor in the global mainstream DRAM market, and is the largest, most technically advanced, and most comprehensively positioned DRAM integrated R&D, design, and manufacturing enterprise in China. The Company launched independently designed and produced 8Gb DDR4 products in September 2019, achieving a "zero-to-one" breakthrough for the DRAM industry in mainland China. Based on calculations using Omdia global manufacturer Q2 2025 DRAM sales figures, the Company's global market share is 3.97%, ranking fourth globally and first in China.
After completion of front-end manufacturing and back-end packaging and testing, DRAM chips can be directly used or further manufactured into modules, applied in downstream application areas such as servers, mobile devices, personal computers, and other consumer electronics. For downstream terminal customers, capacity is the core consideration factor in product selection, directly affecting the storage capacity of the terminal and the actual operational performance in real-world scenarios. Classified by downstream application area, as of June 30, 2025, the comparison of the Company's products with those of companies in the same industry is as follows:
| Company | DDR4 | DDR4 | DDR5 | DDR5 | DDR5 | |---|---|---|---|---|---| | **Abbreviated Name** | **32GB and Below** | **Above 32GB** | **Below 64GB** | **64GB** | **Above 64GB** | | Samsung Electronics | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | | SK Hynix | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | | Micron Technology | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | | Nanya Technology | In Mass Production | In Mass Production | In Development | In Development | In Development | | CXMT (长鑫科技) | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production |
Note 1: Data sourced from the respective companies' official websites, periodic reports, third-party consulting institutions, and other publicly available information. Note 2: Since late 2024, CXMT's (长鑫科技) own DDR4 products have ceased production.
| Company | LPDDR4X | LPDDR4X | LPDDR4X | LPDDR5/5X | LPDDR5/5X | LPDDR5/5X | |---|---|---|---|---|---|---| | **Abbreviated Name** | **Below 8GB** | **8GB** | **Above 8GB** | **Below 16GB** | **16GB** | **Above 16GB** | | Samsung Electronics | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | | SK Hynix | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | | Micron Technology | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | | Nanya Technology | In Mass Production | / | / | In Development | / | / | | CXMT (长鑫科技) | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production |
Note: Data sourced from the respective companies' official websites, periodic reports, third-party consulting institutions, and other publicly available information.
| Company | DDR4 | DDR4 | DDR5 | DDR5 | DDR5 | |---|---|---|---|---|---| | **Abbreviated Name** | **8GB and Below** | **Above 8GB** | **Below 16GB** | **16GB** | **Above 16GB** | | Samsung Electronics | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production | | SK Hynix | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In Mass Production |
| Company | DDR4 | DDR4 | DDR5 | DDR5 | DDR5 | |---|---|---|---|---|---| | **Abbreviated Name** | **8GB and Below** | **Above 8GB** | **Below 16GB** | **16GB** | **Above 16GB** | | Micron Technology | In Mass Production | In Mass Production | In Mass Production | In Mass Production | In
suppliers. As of the date of signing of this Prospectus, there are no related-party relationships between the aforementioned major suppliers and the Company, its directors, senior management, core technical personnel, and shareholders holding 5% or more of the shares.
As of June 30, 2025, the Company's fixed assets mainly include buildings and structures, machinery and equipment, office equipment, etc. The details are as follows:
| Item | Original Book Value | Accumulated Depreciation | Impairment Provision | Net Book Value | Newness Rate | |------|-------------------|------------------------|---------------------|----------------|--------------| | Buildings and Structures | 1,383,927.32 | 207,052.99 | - | 1,176,874.33 | 85.04% | | Machinery and Equipment | 20,301,016.02 | 4,271,720.17 | 114,173.35 | 15,915,122.50 | 78.40% | | Transportation Equipment | 1,310.02 | 648.80 | - | 661.22 | 50.47% | | Office and Other Equipment | 162,229.01 | 95,552.82 | - | 66,676.19 | 41.10% | | **Total** | **21,848,482.37** | **4,574,974.79** | **114,173.35** | **17,159,334.23** | **78.54%** |
As of June 30, 2025, the details of the self-owned building ownership of the Issuer and its subsidiaries related to production and operations are as follows:
| No. | Real Property Certificate No. | Rights Holder | Building Location | Purpose | Floor Area (㎡) | Other Rights | |-----|------------------------------|---------------|-------------------|---------|----------------|--------------| | 1 | Wan (2022) Hefei Real Property No. 1247404 | Changxin Technology (长鑫科技) | No. 388 Tianzhushan Avenue, Economic Development Zone, Supporting R&D Center and Shift Dormitory Building Project for "Changxin 12-inch Memory Wafer Manufacturing Base Project" — Changxin Storage R&D Center Supporting Project | Industrial Land/Industrial | 13,102.40 | None | | 2 | Wan (2022) Hefei Real Property No. 1251557 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 101 — Chip Production Workshop 1 | Industrial Land/Industrial | 329,121.51 | Mortgage | | 3 | Wan (2022) Hefei Real Property No. 1251558 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 102 — Power Plant 1 | Industrial Land/Industrial | 52,291.80 | Mortgage | | 4 | Wan (2022) Hefei Real Property No. 1251559 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 106 — Diesel Generator and Diesel Pump House 1 | Industrial Land/Industrial | 7,267.40 | Mortgage | | 5 | Wan (2022) Hefei Real Property No. 1251560 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 107 — Silane Station 1 | Industrial Land/Industrial | 317.50 | Mortgage | | 6 | Wan (2022) Hefei Real Property No. 1251561 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 108 — Wastewater Treatment Station 1 | Industrial Land/Industrial | 10,978.55 | Mortgage | | 7 | Wan (2022) Hefei Real Property No. 1251562 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 109 — Comprehensive Building Motor Vehicle Garage 1, etc. | Industrial Land/Motor Vehicle Garage, Other | 11,719.83 | Mortgage |
| No. | Real Property Certificate No. | Rights Holder | Building Location | Purpose | Floor Area (㎡) | Other Rights | |-----|------------------------------|---------------|-------------------|---------|----------------|--------------| | | Real Property No. 1251562 | | Building No. 109 — Comprehensive Building Motor Vehicle Garage 1, etc. | Garage, Other | | | | 8 | Wan (2022) Hefei Real Property No. 1251563 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 111B — Gate House B | Industrial Land/Other | 39.82 | Mortgage | | 9 | Wan (2022) Hefei Real Property No. 1251564 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 116A — Class A Warehouse 1 (Special Gas Station) | Industrial Land/Storage | 348.04 | Mortgage | | 10 | Wan (2022) Hefei Real Property No. 1251565 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 116B — Class A Warehouse 2 (Chemical Warehouse) | Industrial Land/Storage | 1,444.48 | Mortgage | | 11 | Wan (2022) Hefei Real Property No. 1251566 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 116C — Class B Warehouse | Industrial Land/Storage | 5,639.35 | Mortgage | | 12 | Wan (2022) Hefei Real Property No. 1251567 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 116D — Class C Waste Warehouse 2 (Hazardous Waste) | Industrial Land/Storage | 720.00 | Mortgage | | 13 | Wan (2022) Hefei Real Property No. 1251568 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 116E — Class A Waste Warehouse 1 (Waste Warehouse) | Industrial Land/Storage | 720.00 | Mortgage | | 14 | Wan (2022) Hefei Real Property No. 1251569 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 118 — Kitchen | Industrial Land/Other | 632.20 | Mortgage | | 15 | Wan (2022) Hefei Real Property No. 1251570 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 121 — Bulk Special Gas Station | Industrial Land/Industrial | 872.20 | Mortgage | | 16 | Wan (2022) Hefei Real Property No. 1251571 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 103 — Water Tank and Pump House 1 | Industrial Land/Industrial | 1,195.56 | Mortgage | | 17 | Wan (2022) Hefei Real Property No. 1251572 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 111A — Gate House A | Industrial Land/Other | 45.54 | Mortgage | | 18 | Wan (2022) Hefei Real Property No. 1251573 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 111C — Gate House C | Industrial Land/Other | 61.34 | Mortgage | | 19 | Wan (2022) Hefei Real Property No. 1251574 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Supporting Production Workshop and Plant Utilities Project, Building 116G — Class A Warehouse | Industrial Land/Industrial | 1,388.96 | Mortgage | | 20 | Wan (2022) Hefei Real Property No. 1251575 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Supporting Production Workshop and Plant Utilities Project, Building 116H — Silane Warehouse | Industrial Land/Industrial | 218.75 | Mortgage | | 21 | Wan (2022) Hefei Real Property No. 1251576 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Supporting Production Workshop and Plant Utilities Project, Building 116J — Water-Prohibited Class A Warehouse | Industrial Land/Industrial | 256.25 | Mortgage | | 22 | Wan (2022) Hefei Real Property No. 1251577 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Supporting Production Workshop and Plant Utilities Project, Building 116K — Class C Warehouse | Industrial Land/Industrial | 13,014.46 | Mortgage |
| No. | Real Property Certificate No. | Rights Holder | Building Location | Purpose | Floor Area (㎡) | Other Rights | |-----|------------------------------|---------------|-------------------|---------|----------------|--------------| | 23 | Wan (2022) Hefei Real Property No. 1270277 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Building No. 111D — Gate House D | Industrial Land/Other | 20.16 | Mortgage | | 24 | Wan (2022) Hefei Real Property No. 1273486 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Buildings 117A-F — Dormitory Buildings 101–1204, etc. | Industrial Land/Motor Vehicle Garage, Collective Dormitory | 50,095.74 | Mortgage | | 25 | Wan (2023) Hefei Real Property No. 1237668 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Building 108A (Wastewater Treatment Station 1A) | Industrial Land/Industrial | 2,560.96 | None | | 26 | Wan (2023) Hefei Real Property No. 1237687 | Changxin Storage (长鑫存储) | No. 388 Tianzhushan Avenue, Economic Development Zone, Changxin Industrial Plant Project — Wastewater Treatment Station 1B | Industrial Land/Industrial | 12,363.00 | None | | 27 | Jing (2023) Kai Real Property No. 0028801 | Changxin Jidian (长鑫集电) | No. 51 Jinghai Third Road, Beijing Economic and Technological Development Zone, Compound 9, Building 1, Floor 1, Unit 107, etc., 7 units | Industrial Land/Gate House, Hazardous Goods Warehouse, Chemical Warehouse, Production Dispatch and R&D Building, Silane Station | 61,745.92 | Mortgage | | 28 | Jing (2024) Kai Real Property No. 0001983 | Changxin Jidian (长鑫集电) | No. 23 Kechuang 8th Street, Beijing Economic and Technological Development Zone, Compound 13, Building 1, Floor 1, Unit 101, etc., 8 units | Industrial Land/Hazardous Waste Warehouse, Class B Warehouse, Class A Warehouse, General Warehouse | 21,940.06 | Mortgage | | 29 | Jing (2024) Kai Real Property No. 0016875 | Changxin Jidian (长鑫集电) | No. 28 Jinghai Third Road, Beijing Economic and Technological Development Zone, Building 1, Floors -1 to 3, Unit 101, etc., 4 units | Industrial Land/Gate House, General Office (including Control Room), Hydrogen Supply Station, Power Station | 8,097.55 | Mortgage | | 30 | Jing (2025) Kai Real Property No. 0000948 | Changxin Jidian (长鑫集电) | No. 51 Jinghai Third Road, Beijing Economic and Technological Development Zone, Compound 4, Building -1 to 2 Floors, Unit 101, etc., 3 units | Industrial Land/Diesel Generator and Boiler Room, Integrated Circuit Production Workshop, Power Plant | 132,862.94 | Mortgage |
As of June 30, 2025, the details of properties leased by the Issuer and its subsidiaries related to production and operations are as follows:
| No. | Lessor | Lessee | Building Location | Leased Area (㎡) | Lease Period | |-----|--------|--------|-------------------|----------------|--------------| | 1 | Chen Yan (陈燕) | Changxin Technology (长鑫科技) | Room 619, West 6th Floor, Building 64, Majialong Jinlong Entrepreneurship Park, Nanshan District, Shenzhen | 165.00 | May 16, 2022 to May 15, 2028 | | 2 | Chen Yan (陈燕) | Changxin Technology (长鑫科技) | Room 620, West 6th Floor, Building 64, Majialong Jinlong Entrepreneurship Park, Nanshan District, Shenzhen | 180.00 | June 1, 2023 to May 31, 2026 | | 3 | Focused Photonics (Hangzhou) Co., Ltd. (聚光科技（杭州）股份有限公司) | Changxin Technology (长鑫科技) | 1st Floor, Block C, No. 760 Bin'an Road, Binjiang District, Hangzhou | Leased floor area 125 ㎡, of which interior floor area 94 ㎡ | September 1, 2024 to July 31, 2027 | | 4 | Shandong Lishan Cell Medicine Development Co., Ltd. (山东丽山细胞医学发展有限公司) | Changxin Technology (长鑫科技) | West half of Room 504, Building D, Minghu International Cell Medicine Industrial Park, No. 4577 Jingshi Road, Lixia District, Jinan | Tentative floor area of approximately 200 ㎡, subject to actual surveyed area after future subdivision | September 1, 2024 to August 31, 2027 | | 5 | Shanghai Caohejing Hi-Tech Park Development Co., Ltd. (上海漕河泾开发区高科技园发展有限公司) | Changxin Technology (长鑫科技) | Room 302A, Floor 3, Building 33, No. 2380 Hechuan Road, Minhang District, Shanghai | 429.41 | June 1, 2025 to May 31, 2028 |
| No. | Lessor | Lessee | Building Location | Leased Area (㎡) | Lease Period | |-----|--------|--------|-------------------|----------------|--------------| | 6 | Hefei Innovation Technology Venture Investment Co., Ltd. (合肥市创新科技风险投资有限公司) | Changxin Technology (长鑫科技) | Units 701, 702, 707, 708, Floor 7, Building 1, Hupo Wuhuan Cheng Hesongge, Intersection of Jinzhai Road and Xiyou Road, Hefei | 700.26 | January 1, 2025 to December 31, 2026 | | 7 | Fukuoka Standard Sekiyu Kabushiki Kaisha (福岡スタンダード石油株式会社) | Changxin Japan (长鑫日本) | Units 801, 802, 803, Floor 8, No. 2-20, Imaizumi 1-chome, Chuo-ku, Fukuoka City, Fukuoka Prefecture, Japan | 7,093.09 | March 1, 2021 to February 28, 2023 (contract automatically renews indefinitely) | | 8 | Godo-Kaisha Brayan (合同会社 Brayan) | Changxin Japan (长鑫日本) | Unit 01, Floor 5, 8-12, Shin-Yokohama 2-chome, Kohoku-ku, Yokohama City, Kanagawa Prefecture, Japan | 242.15 | July 1, 2021 to July 31, 2023 (contract automatically renews indefinitely) | | 9 | Shenzhen Bay Technology Development Co., Ltd. (深圳湾科技发展有限公司) | Changxin Shenzhen Core (长鑫深芯) | Unit 06A, Floor 25, Block B, Building 10, Shenzhen Bay Science and Technology Ecology Park, Nanshan District, Shenzhen | 381.96 | December 15, 2023 to December 31, 2025 | | 10 | Shenzhen Bay Technology Development Co., Ltd. (深圳湾科技发展有限公司) | Changxin Shenzhen Core (长鑫深芯) | Unit 04, Floor 35, Block B, Building 10, Shenzhen Bay Science and Technology Ecology Park, Nanshan District, Shenzhen | 544.88 | January 1, 2024 to December 31, 2025 | | 11 | Ascendas-Xinsu Technology Enterprise Incubator (Xi'an) Co., Ltd. (裕廊腾飞科技企业孵化器（西安）有限公司) | Changxin Xi'an (长鑫西安) | Room 2301, Floor 23, East Building, Singapore Ascendas iHub, No. 88 Tiangu 7th Road, Hi-Tech Zone, Xi'an, Shaanxi Province | 1,720.20 | October 1, 2023 to December 31, 2026 | | 12 | Hefei Haiheng Innovation Investment Management Co., Ltd. (合肥海恒创新投资管理有限公司) | Qihang Xinrui (启航鑫睿) | Building 30, Qinghua Road Science and Technology Park, Economic Development Zone, Hefei | 1,261.46 | January 1, 2024 to December 31, 2026 | | 13 | Shanghai Caohejing Hi-Tech Park Development Co., Ltd. (上海漕河泾开发区高科技园发展有限公司) | Changxin Minke (长鑫闵科) | Building 26, No. 1355 Caobao Road, Minhang District, Shanghai | 9,426.92 | February 1, 2023 to December 31, 2027 | | 14 | Feixi Industrial Investment Emerging Industry Park Management Co., Ltd. (肥西工投战新产业园管理有限公司) | Changxin Products Hefei (长鑫产品合肥) | West of Innovation Avenue, North of Zipengshan Road, East of Dabaitian Road, South of Qingshui River Road, Feixi Economic Development Zone | Approximately 160,000.00 ㎡, subject to the master plan approved by the Feixi County Planning Committee | July 4, 2024 to July 3, 2044 | | 15 | Beijing Torch Innovation Technology Development Co., Ltd. (北京火炬创新科技发展有限公司) | Changxin Xinrui (长鑫芯瑞) | Floor 5, Block D, Technology Tower, Building 8, Compound 1, Zhongguancun East Road, Haidian District, Beijing | 1,511.91 | January 1, 2025 to December 31, 2026 |
As of June 30, 2025, the details of the self-owned land use rights of the Issuer and its subsidiaries related to production and operations are as follows:
| No. | Real Property Certificate No. | Rights Holder | Land Location | Purpose | Type and Term of Use Rights | Land Parcel Area (㎡) | Other Rights | |-----|------------------------------|---------------|---------------|---------|----------------------------|---------------------|--------------| | 1 | Wan (2021) Hefei Real Property No. 11015109 | Changxin Technology (长鑫科技) | West of Qide Road, North of Guangfu Road, Economic Development Zone | Industrial Land | State-owned Construction Land Use Right / October 10, 2020 to October 9, 2070 | 16,057.73 | None | | 2 | Wan (2021) Hefei Real Property No. 11015116 | Changxin Technology (长鑫科技) | West of Qide Road, North of Guangfu Road, Economic Development Zone | Industrial Land | State-owned Construction Land Use Right / October 10, 2020 to October 9, 2070 | 18,143.92 | None |
| No. | Real Property Certificate No. | Rights Holder | Land Location | Purpose | Type and Term of Use Rights | Land Parcel Area (㎡) | Other Rights | |-----|------------------------------|---------------|---------------|---------|----------------------------|---------------------|--------------| | 3 | Wan (2021) Hefei Real Property No. 11204896 | Changxin Xinqiao (长鑫新桥) | West of Qide Road, North of Guangfu Road, Economic Development Zone | Industrial Land | State-owned Construction Land Use Right / August 13, 2021 to August 12, 2071 | 377,631.86 | None | | 4 | Jing (2023) Kai Real Property No. 0024490 | Changxin Jidian (长鑫集电) | Block B9M1, Yizhuang New Town Sub-district 0302 | Industrial Land | State-owned Construction Land Use Right / October 19, 2021 to October 18, 2071 | 82,052.60 | Mortgage | | 5 | Jing (2024) Kai Real Property No. 0002181 | Changxin Jidian (长鑫集电) | Plot B14M1, East Road Area, Beijing Economic and Technological Development Zone | Industrial Land | State-owned Construction Land Use Right / June 17, 2021 to June 16, 2071 | 73,857.40 | Mortgage | | 6 | Jing (2024) Kai Real Property No. 0002188 | Changxin Jidian (长鑫集电) | Plot B13M1, East Road Area, Beijing Economic and Technological Development Zone | Industrial Land | State-owned Construction Land Use Right / June 17, 2021 to June 16, 2071 | 71,796.60 | Mortgage |
As of June 30, 2025, the total number of patents registered under the Company and its subsidiaries is 5,589, of which 3,116 are domestic patents, including 2,348 invention patents; and 2,473 are overseas patents. The details of the major patents related to the Issuer's production and operations can be found in "Section 12 Appendices" of this Prospectus under "IX. Company Intangible Assets" — "(I) Major Patent Situation."
As of June 30, 2025, the total number of trademarks registered under the Company and its subsidiaries is 656, of which 259 are domestic trademarks and 397 are overseas trademarks. The details of the major trademarks related to the Issuer's production and operations can be found in "Section 12 Appendices" of this Prospectus under "IX. Company Intangible Assets" — "(II) Major Trademark Situation."
As of June 30, 2025, the total number of major computer software copyrights registered under the Company and its subsidiaries is 19. The details are as follows:
| No. | Copyright Name | Copyright Holder | Registration No. | Registration Date | Validity Period | |-----|---------------|-----------------|-----------------|-------------------|----------------| | 1 | Direct Materials/Indirect Materials Budget Control System [Abbreviated: DM IDM System] V1.0 | Changxin Technology (长鑫科技) | 2020SR0185782 | 2020-02-27 | 2070-12-31 | | 2 | Business Analysis Support System [Abbreviated: BASS System] V1.0 | Changxin Technology (长鑫科技) | 2020SR0185780 | 2020-02-27 | 2070-12-31 | | 3 | New College Graduates System [Abbreviated: NCG System] V1.0 | Changxin Technology (长鑫科技) | 2020SR0301064 | 2020-04-01 | 2070-12-31 | | 4 | Changxin Bao Software [Abbreviated: Changxin Bao] V1.0 | Changxin Technology (长鑫科技) | 2020SR0206405 | 2020-03-03 | 2070-12-31 | | 5 | Dorm Reserve Manage System [Abbreviated: DRMS] V1.0 | Changxin Technology (长鑫科技) | 2020SR0185817 | 2020-02-27 | 2070-12-31 |
| No. | Copyright Name | Copyright Holder | Registration No. | Registration Date | Validity Period | |-----|---------------|-----------------|-----------------|-------------------|----------------| | 6 | Socket File Auto Generator System V1.0 | Changxin Technology (长鑫科技) | 2020SR0185758 | 2020-02-27 | 2070-12-31 | | 7 | Customer Quality Management System [Abbreviated: CQMS] V1.0 | Changxin Technology (长鑫科技) | 2020SR1253469 | 2020-11-12 | 2070-12-31 | | 8 | Global Supplier Strategic Early Warning System [Abbreviated: GSSAS] V1.0 | Changxin Technology (长鑫科技) | 2020SR1253470 | 2020-11-12 | 2070-12-31 | | 9 | Application Center Management System [Abbreviated: APPC] V1.0 | Changxin Technology (长鑫科技) | 2020SR0039432 | 2020-01-09 | 2070-12-31 | | 10 | Budget Management System [Abbreviated: BUCS] V1.0 | Changxin Technology (长鑫科技) | 2020SR0039879 | 2020-01-09 | 2070-12-31 | | 11 | Hazardous Waste Data Governance System [Abbreviated: Hazardous Waste Data Governance System] V1.0 | Changxin Technology (长鑫科技) | 2020SR0040067 | 2020-01-09 | 2070-12-31 | | 12 | Efficient Meeting Management System Software [Abbreviated: HEMS] V1.0 | Changxin Technology (长鑫科技) | 2020SR0039627 | 2020-01-09 | 2070-12-31 | | 13 | Optimized Company Bus Scheduling System [Abbreviated: Bus Scheduling System] V1.0 | Changxin Technology (长鑫科技) | 2020SR1253471 | 2020-11-12 | 2070-12-31 | | 14 | Sign-off Management System for DRAM Design [Abbreviated: WeSign] V2.0 | Changxin Technology (长鑫科技) | 2023SR0100690 | 2023-01-17 | 2073-12-31 | | 15 | DRAM Address Parsing Tool Software [Abbreviated: Acoder] V1.8 | Changxin Technology (长鑫科技) | 2023SR0100694 | 2023-01-17 | 2073-12-31 | | 16 | HR Labor Contract Signing System [Abbreviated: Hrcontract] V1.0 | Changxin Technology (长鑫科技) | 2023SR0100693 | 2023-01-17 | 2073-12-31 | | 17 | Employee Pre-Onboarding System [Abbreviated: hrm] V1.0 | Changxin Technology (长鑫科技) | 2023SR0100692 | 2023-01-17 | 2073-12-31 | | 18 | Intended Order Collection Platform [Abbreviated: Inorder] V1.0 | Changxin Technology (长鑫科技) | 2023SR0100691 | 2023-01-17 | 2073-12-31 | | 19 | Enterprise Human Resources Analysis Software | Changxin Technology (长鑫科技) | 2023SR0596179 | 2023-06-08 | 2073-12-31 |
As of June 30, 2025, the total number of exclusive rights to integrated circuit layout designs registered under the Company and its subsidiaries is 4. The details are as follows:
| No. | Name | Registration No. | Applicant | First Commercial Use Date | Expiry Date | |-----|------|-----------------|-----------|--------------------------|-------------| | 1 | dbpla layout | BS.255506422 | Changxin Storage (长鑫存储) | 2023-10-10 | 2033-10-09 | | 2 | dbjoa layout | BS.255506430 | Changxin Storage (长鑫存储) | 2024-04-03 | 2034-04-02 | | 3 | dqpoa layout | BS.255506384 | Changxin Storage (长鑫存储) | 2024-12-05 | 2034-12-04 | | 4 | dbpma layout | BS.255506406 | Changxin Storage (长鑫存储) | 2023-04-01 | 2033-03-31 |
As of the date of signing of this Prospectus, the Issuer's business does not involve any franchise operations, and the Issuer holds no franchise rights.
The Company operates under the IDM (Integrated Device Manufacturer) model. Its core technology capabilities are primarily reflected in two major areas: process technology and product technology. Leading product technology is an important foundation for the Company to rapidly respond to the market, continuously optimize and upgrade products, and continually innovate. Process technology is an important support for the effective commercialization of the Company's product technology, and is also an important guarantee for the continuous improvement of product quality, performance, and cost. Process technology and product technology complement each other, jointly forming the Company's core technological competitiveness.
The Company is deeply engaged in the design and manufacture of DRAM memory chips. Through sustained R&D investment and technological exploration, the Company has mastered multiple process and product core technologies that have reached internationally advanced levels, covering all business segments including DRAM product design, manufacturing processes, packaging and testing, module design and applications.
As of June 30, 2025, the Company holds a total of 3,116 domestic patents (including 2,348 invention patents) and 2,473 overseas patents. The Company's core technologies are primarily formed through independent R&D. The Company's R&D team has established the existing core technology platform through research and innovation, which has been extensively applied in the Company's mass production of products. The details of the Company's core technologies are as follows:
| No. | Core Technology Name | Process Technology Features and Indicators of Advancement | Technology Source | Level of Technological Advancement | Development Stage | |-----|---------------------|----------------------------------------------------------|------------------|------------------------------------|-------------------| | 1 | First-Generation Process Technology Platform | Applies low-leakage, high-performance, high-density memory array structure design and manufacturing technology; introduces buried wordlines, saddle-fin active regions, bit lines, contact plugs, landing pads, and honeycomb-arrangement capacitor structures, etc., to enhance memory array performance. | Independent R&D | Domestically Leading | Iteration completed; wafer starts discontinued | | 2 | Third-Generation Process Technology Platform | 1. Applies multiple self-aligned exposure and other lithography process technologies to achieve finer pattern transfer, reducing product size; 2. Applies refined chemical mechanical polishing (CMP) processes, continuously improving interface uniformity at each step of the DRAM production process, improving polishing precision, reducing defects such as scratches and particles, thereby improving product yield. | Independent R&D | Domestically Leading | Mass Production | | 3 | Fourth-Generation Process Technology Platform | 1. Adopts low-leakage, high-performance control transistor device design and manufacturing technology to achieve high-performance, high-reliability peripheral control capabilities; 2. Applies a variety of refined thin film deposition processes to meet the requirements of DRAM processes for high planarity and high uniformity of thin films with different properties, improving overall chip performance; 3. Improves cleaning process procedures to effectively reduce particle residues and prevent adhesion of small-scale structures caused by surface tension, meeting the dramatically increased requirements for cleaning steps and cleaning capability arising from the evolution of process technology; | Independent R&D | Internationally Advanced | Mass Production |
| No. | Core Technology Name | Process Technology Features and Indicators of Advancement | Technology Source | Level of Technological Advancement | Development Stage | |-----|---------------------|----------------------------------------------------------|------------------|------------------------------------|-------------------| | | | improving product yield; 4. Adopts process control and advanced metrology technologies to meet the stringent requirements of advanced DRAM manufacturing for controlling critical dimensions, material properties, product defects, manufacturing efficiency, etc. | | | |
| No. | Core Technology Name | Product Technology Features and Indicators of Advancement | Technology Source | Level of Technological Advancement | Development Stage | |-----|---------------------|----------------------------------------------------------|------------------|------------------------------------|-------------------| | 1 | DDR4 Design Technology | 1. Two Bank Group technology capable of independent read/write of data to improve data throughput; 2. Technologies to reduce chip power consumption, such as temperature-controlled refresh and temperature-compensated self-refresh. | Independent R&D | Internationally Advanced | Successfully mass-produced; proprietary products have ceased production since late 2024 | | 2 | DDR5 Design Technology | 1. Channel feedback equalization technology, improving data reception margin for high-speed memory interfaces; 2. More optimized algorithms and protection circuits, improving data security and reducing Row Hammer risk; 3. Advanced packaging processes such as RDL and back-end metals, improving power integrity; dedicated power management chips introduced on memory modules to further ensure power performance; 4. Introduction of error correction (ECC) functionality, improving system reliability; 5. Four Bank Group design, further improving memory parallelism, access efficiency, and bandwidth. | Independent R&D | Internationally Advanced | Mass Production | | 3 | LPDDR4X Design Technology | 1. 16x data prefetch technology, improving overall memory efficiency and bandwidth; 2. On-die error correction (ECC) functionality, improving system reliability; 3. Development of various packaging forms such as DDP, QDP, 6DP, and 8DP to meet different application scenario requirements of customers; 4. Temperature-compensated refresh technology, using different refresh frequencies at different temperatures to reduce refresh power consumption; 5. Low-power power management system, providing different power capabilities in different operating modes of the chip, thereby reducing power consumption in standby mode. | Independent R&D | Internationally Advanced | Mass Production | | 4 | LPDDR5/5X Design Technology | 1. Channel feedback equalization technology, improving data reception margin for high-speed memory interfaces; 2. Dynamic Voltage and Frequency Scaling (DVFS) technology to further reduce power consumption; 3. More optimized algorithms and protection circuits, improving system reliability and reducing Row Hammer risk; 4. Advanced packaging processes such as RDL and back-end metals, improving power integrity; 5. Bank Group design, improving data access efficiency and bandwidth. | Independent R&D | Internationally Advanced | Mass Production | | 5 | DRAM Product Packaging Technology | 1. Multi-chip stacked PoP packaging technology; 2. uPoP packaging technology that enables flexible capacity matching of memory chips and flash storage chips; 3. Flip Chip semiconductor die flip-chip packaging technology. | Independent R&D | Internationally Advanced | Mass Production |
| No. | Core Technology Name | Product Technology Features and Indicators of Advancement | Technology Source | Level of Technological Advancement | Development Stage | |-----|---------------------|----------------------------------------------------------|------------------|------------------------------------|-------------------| | 6 | DRAM Module Design Technology | 1. RDIMM/UDIMM/SODIMM memory module product technology, widely used in servers, desktop computers, and laptops, providing memory storage for the entire system; 2. LPCAMM (Low Power Compression Attached Memory Module) new memory module product technology, applied to workstations and gaming high-performance laptops; 3. MRDIMM (Multiplexed Rank DIMM) new memory module product technology, achieving double the data transfer rate. | Independent R&D | Internationally Advanced | Mass Production |
The core technologies independently developed and continuously accumulated by the Issuer are widely applied to the Company's various main business products and services. The revenue generated by the Issuer from applying core technologies and its proportion of operating revenue are as follows:
| Item | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |------|------------------|----------------|----------------|----------------| | Core Technology Product Revenue | 1,522,375.99 | 2,392,875.14 | 906,314.37 | 808,449.13 | | Operating Revenue | 1,543,792.46 | 2,417,824.87 | 908,714.72 | 828,654.47 | | Proportion of Operating Revenue | 98.61% | 98.97% | 99.74% | 97.56% |
The Company attaches great importance to the protection of core technologies, has built a fairly comprehensive patent layout for the above core technologies, established a scientific and complete intellectual property management system, and formulated a full life cycle intellectual property management system. In accordance with the relevant systems and procedures, the Company's Intellectual Property Department coordinates and manages the filing of patent applications, integrated circuit layout design, and other intellectual property rights with the National Intellectual Property Administration; and issues bonuses to patent inventors in accordance with the provisions of the "Intellectual Property Award Management Measures," ensuring that R&D results receive timely and effective legal protection. If R&D results are not suitable for public disclosure, they may be designated as trade secrets for protection after deliberation and approval. Through the effective operation of the Company's intellectual property management system and the implementation of intellectual property-related institutional rules, the ownership of the Company's intellectual property rights has been clarified, and the Company's core technologies have been effectively protected.
To ensure clear attribution of work-related inventions, avoid leakage of technical secrets due to employee turnover, and prevent intellectual property disputes with employees, the Company stipulates corresponding work invention and work ownership, confidentiality, and non-compete clauses in employment contracts, confidentiality agreements, and other relevant agreements with its technical personnel, requiring them to maintain confidentiality obligations regarding technical secrets and commercial information in their work. For core technical personnel upon resignation, corresponding advance notice periods and non-compete restriction periods will be stipulated. Departing employees
during the non-compete restriction period shall not establish, operate, or participate in any entity competing with the Issuer, nor work for or provide services, consulting, or other work to such entities.
As the largest, most technologically advanced, and most comprehensively deployed DRAM research, design, and manufacturing integrated enterprise in China, the Company has strong scientific research capabilities and technological innovation abilities in the relevant business fields, and has long undertaken and participated in various major scientific research projects. During the reporting period, the Company participated in multiple major scientific research projects.
As of the date of signing of this Prospectus, the important honors received by the Company are as follows:
| No. | Honor Name | Level | Year Received | |-----|-----------|-------|---------------| | 1 | 25th China Patent Excellence Award | National Level | 2025 | | 2 | 23rd China Patent Excellence Award | National Level | 2022 | | 3 | National Intellectual Property Advantage Enterprise | National Level | 2022 | | 4 | Dynamic Random Access Memory Anhui Province Technology Innovation Center | Provincial Level | 2020 | | 5 | Anhui Province Computing Memory Industry Innovation Center | Provincial Level | 2020 | | 6 | 2021 Anhui Province Smart Factory | Provincial Level | 2021 | | 7 | 9th Anhui Province Patent Gold Award | Provincial Level | 2022 | | 8 | 2023 Anhui Province Science and Technology Leading Enterprise | Provincial Level | 2024 | | 9 | 2023 Wanmei Brand Demonstration Enterprise | Provincial Level | 2024 | | 10 | 11th Anhui Province Patent Gold Award | Provincial Level | 2024 | | 11 | Anhui Province Trademark Brand Demonstration Enterprise | Provincial Level | 2021, 2024 |
As of the end of the reporting period, the Company's major R&D projects in progress and their status are as follows:
| No. | R&D Project Name | R&D Objective | Project Progress | Technology Source | Participating R&D Personnel | |-----|-----------------|---------------|-----------------|------------------|-----------------------------| | 1 | Fourth-Generation Process Technology Platform and Related Product R&D Project | Based on the fourth-generation technology platform, develop LPDDR4X products, DDR5 products, and LPDDR5X products with larger capacity and higher performance, to meet the needs of the server, mobile phone, personal computer, and other markets | Process improvement R&D and product R&D for larger capacity and higher performance | Independent R&D | Issuer's R&D team | | 2 | Fifth-Generation Process Technology Platform and Related Product R&D Project | Adopts further optimized multiple exposure technology to further improve storage density and array performance | R&D Stage | Independent R&D | Issuer's R&D team |
| No. | R&D Project Name | R&D Objective | Project Progress | Technology Source | Participating R&D Personnel | |-----|-----------------|---------------|-----------------|------------------|-----------------------------| | 3 | Pre-Research Projects and Others | Establish future DRAM technology platforms and develop related products and technologies for future market applications; be capable of designing products based on technology platforms that meet industry JEDEC standard requirements for higher-density LPDDR5X, LPDDR6, DDR5, and other products, achieving higher density, greater capacity, higher speed, and lower power consumption to meet the memory needs of the server, mobile device, and personal computer markets | R&D Stage | Independent R&D | Issuer's R&D team |
As of June 30, 2025, the Company has no collaborative R&D projects in progress that would have a material impact on production and operations.
The Company consistently encourages innovation and attaches great importance to sustained technology R&D. During the reporting period, the Company's R&D investment is as shown in the following table:
| Item | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |------|------------------|----------------|----------------|----------------| | R&D Investment | 366,072.80 | 634,129.13 | 467,047.07 | 419,499.22 | | Operating Revenue | 1,543,792.46 | 2,417,824.87 | 908,714.72 | 828,654.47 | | Proportion of Operating Revenue | 23.71% | 26.23% | 51.40% | 50.62% |
The departments primarily responsible for product and technology R&D at the Company include the Product Design Center (PDC) and the Technology Development Center (TD). The PDC is mainly responsible for the Company's product R&D work, including product technology R&D, product design, and product development and application. The TD is responsible for the Company's technology R&D work; its main responsibilities are to develop and integrate process technologies for each generation of processes, conduct cutting-edge technology research, and form preliminary plans for technology implementation, etc.
The CVs of the Company's core technical personnel can be found in "Section 4 Issuer Basic Information" of this Prospectus under "XI. Directors, Supervisors, Senior Management, and Core Technical Personnel Situation" — "(I) Basic Information on Directors, Audit Committee, Senior Management, and Core Technical Personnel." The professional qualifications, major scientific research achievements, awards received, and specific contributions to the Company's R&D of the Company's core technical personnel are as follows:
Mr. Cao Kanyu graduated from the Department of Applied Physics at Tsinghua University and received his PhD from the University of California, Berkeley (USA). He has more than 20 years of experience in the semiconductor industry and is an important driver of China's DRAM industry. Since joining Changxin Technology (长鑫科技) in 2017, Mr. Cao Kanyu has led the formulation of the Company's R&D strategy and technology roadmap, leading the team to successfully develop the third-generation and fourth-generation proprietary process technology platforms, achieving a complete breakthrough from design to mass production for DDR4/LPDDR4X and DDR5/LPDDR5/LPDDR5X memory chips, filling the gaps in domestic related products and technologies. As the Company's technology leader, Mr. Cao Kanyu has advanced full-process R&D work including device modeling, circuit design, and product testing, completing DRAM product technology development and mass production applications. Mr. Cao Kanyu holds 65 granted invention patents, has published multiple academic papers, is a member of the National Ministry of Science and Technology and Ministry of Industry and Information Technology expert database, and was awarded the inaugural "National Outstanding Engineer" title in 2023. Under Mr. Cao Kanyu's leadership, the Company has built a complete technology innovation system, making important contributions to the achievement of technological independence and international market presence for China's memory chip industry, and marking a key leap for Chinese enterprises in the global DRAM chip field from technology following to independent innovation.
Mr. Li Hongwen graduated from the Department of Automatic Control at Beihang University (Beijing University of Aeronautics and Astronautics). At the Company, Mr. Li Hongwen established a local design team, built the Company's overall design process, and collaborated with the testing department to establish the rudimentary DFT design for DRAM. Mr. Li Hongwen collaborated with the process R&D team to create the Company's fully proprietary process development kit, driving the first test chip to tape-out and mass production on the Company's first-generation process technology platform. Since 2020, Mr. Li Hongwen has led the product development team and the process development department in close collaboration to achieve tape-out, product engineering sampling, mass production, and other work for test chips on the third-generation process technology platform. Subsequently, Mr. Li Hongwen has continued to lead the product development team in developing large-capacity high-speed-rate DDR4, DDR5, LPDDR4X, and LPDDR5/5X products. During his tenure at the Company, Mr. Li Hongwen has participated as an inventor in the R&D of 80 granted invention patents at the Company, and has led multiple provincial and ministerial major scientific research projects as project leader.
Mr. TAN TECK HONG graduated from the Department of Mechanical Engineering at the National University of Singapore and holds an MBA from Nanyang Technological University. During his tenure as the Company's wafer fab director and Vice President of Operations, Mr. TAN TECK HONG led the mass production team to complete the mass production work for products on the first-generation and third-generation process technology platforms. On the fourth-generation process technology platform, he collaborated with the product R&D team on process improvements for DDR5 and LPDDR4X products, overcoming technical challenges in upgrading the process technology platform, and achieving improvements in mass production yield and rapid capacity ramp-up.
In addition, Mr. TAN TECK HONG drove the completion of new fab capacity construction and the rudimentary construction of a smart factory, building the Company's factory autonomous sustainable operating processes and standardization system.
Ms. Wang Dan graduated from Shanghai Jiao Tong University and holds a PhD in Microelectronics. At the Company, Ms. Wang Dan established the first local DRAM core device R&D team, leading the team to participate in and complete the development of the third-generation and fourth-generation process technology platforms, achieving a breakthrough from zero for DRAM in mainland China, and participating in the development of the fifth-generation process technology platform as the overall project leader. Ms. Wang Dan has participated as an inventor in the R&D of multiple granted invention patents at the Company, has published multiple papers related to semiconductor device and process R&D, and has participated in multiple national and provincial/ministerial key scientific research projects.
Ms. Tang Yanzhe graduated from the Department of Information and Electronic Engineering at Zhejiang University and holds a PhD in Microelectronics and Solid-State Electronics. Ms. Tang Yanzhe has participated in the Company's third-generation, fourth-generation, and fifth-generation process technology platforms and related product R&D projects, and is the design leader for DDR series products as well as the design leader for cutting-edge research projects. Ms. Tang Yanzhe has participated as an inventor in the R&D of 7 granted patents at the Company, has participated in national major scientific research projects as project leader, and has published multiple technical papers. Ms. Tang Yanzhe has received honors including the National Invention Patent Gold Award and the Shanghai Science and Technology Progress Second Prize.
At the end of each period of the reporting period, the number of R&D personnel and their proportion to the total number of Company employees are as follows:
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Total Number of Employees (persons) | 15,300 | 13,858 | 9,605 | 8,303 | | Number of R&D Personnel (persons) | 4,653 | 4,143 | 2,891 | 2,606 | | Proportion of R&D Personnel to Total Employees | 30.41% | 29.90% | 30.10% | 31.39% |
### 4. Constraint and Incentive Measures Implemented by the Company for Core Technical Personnel and R&D Personnel
The Company attaches great importance to long-term incentives for R&D talent and core technical talent, and promotes the stability of core members of the R&D and technical teams through target management and assessment mechanisms, market-oriented compensation mechanisms, and long-term equity incentive mechanisms, while incentivizing them to continuously advance and pursue sustained innovation. The main constraint and incentive measures include the following aspects:
The Company has established a sound performance management system. Based on the Company's annual strategic planning, annual target plans are formulated and organizational performance targets are cascaded down to individuals. Employee performance standards and individual development plans are established, and regular performance evaluation management and communication are carried out for R&D personnel, thereby closely linking the performance assessment results of R&D personnel and technical personnel with performance incentives, and promoting the achievement of the Company's organizational performance targets.
The Company has established a comprehensive and compliant compensation and benefits system benchmarked against the industry, providing good compensation and benefits, comprehensive career development and promotion opportunities to R&D personnel, especially core technical personnel, continuously promoting the attraction and retention of core technical talent.
The Company regularly conducts talent reviews for R&D and technical team employees, focusing on and cultivating outstanding employees in key positions, and providing them with more development opportunities to promote their long-term stable contribution of key roles in the Company.
The Company has specifically established reward mechanisms for R&D innovation projects, technology development projects, and patent-related work for R&D talent, providing target bonuses for technical R&D personnel, etc., encouraging various types of technical and management innovation.
The Company has provided equity incentives to core technical personnel and key position personnel through employee equity incentive programs, promoting employees' growth together with the Company, enhancing the stability of core technical personnel and their alignment with the Company's development objectives, and helping the enterprise achieve its long-term goal of stable development.
The Company has signed Labor Contracts, Confidentiality Agreements, and Non-Compete Agreements with core technical personnel, stipulating the obligations of non-compete and preservation of technical secrets, and implementing corresponding confidentiality measures for matters involving technology and other matters that affect the Company's major interests, effectively guarding against risks of technology leakage and talent loss.
### (VII) Technology Innovation Mechanisms, Technology Reserves, and Arrangements for Technology Innovation
The Company is committed to strengthening its overall competitiveness in the DRAM field and attaches great importance to technology innovation work. By attracting semiconductor industry research talent and establishing long-term incentive mechanisms, the Company enhances its overall technological strength. The technology innovation mechanisms and arrangements implemented by the Company include the following aspects:
The Company attaches great importance to the development of the talent selection system. In response to the Company's development needs, it formulates corresponding R&D talent strategies, uses various recruitment channels to attract talent applications, and adopts flexible, market-oriented recruitment methods to bring in high-end talent. In addition, the Company attracts and retains high-quality R&D talent through a series of cultivation mechanisms such as training mechanisms, mentoring, industry exchanges, etc., and uses core technical talent to drive the cultivation of a cohort of innovative R&D teams.
The Company advances on multiple fronts in technology R&D, fully integrating and sharing R&D resources to improve the efficiency of technology R&D and product development, injecting continuous impetus into technology innovation. At the same time, the Company strategically deploys forward-looking technologies, continuously advances next-generation process technology improvements and diversified product development, and accelerates catching up with internationally leading technologies.
The Company has established clear annual performance indicators and annual assessments for core technical personnel, and adjusts salaries and distributes bonuses based on assessment results. At the same time, the Company attracts and retains various R&D and technical talent by setting up various honorary awards, equity incentives, and other methods, fully stimulating the innovative capabilities of the technical team.
In order to further improve product performance, reduce costs, and enrich the product line, the Company actively conducts technology exploration and planning in the directions of DRAM process technology (such as new architectures, new materials, new processes, specialty processes, etc.) and new product applications (such as compute-in-memory, near-memory computing, CXL, etc.), committed to strengthening the Company's overall technological strength and improving product competitiveness and market share.
The Company attaches importance to environmental protection work and strictly complies with all national, regional, and industry laws and regulations. The Company strictly adheres to all legal and regulatory requirements in the areas of safety, emergency response, sanitation, environmental protection, and fire protection. The Company's production and operations comply with national and local environmental requirements. All projects currently in operation have completed environmental impact assessment procedures and obtained environmental impact assessment approvals. Environmental protection facilities are operating normally, and pollutant emissions after treatment can meet environmental protection requirements.
The Issuer does not belong to a heavily polluting industry. The main pollutants involved in the Issuer's production process include wastewater, exhaust gases, solid waste, and noise. The above pollutants are classified and treated before being discharged up to standards or transferred in a compliant manner. The specific situation is as follows:
| Pollutant Category | Main Pollutants | Treatment Situation | |-------------------|----------------|---------------------| | Wastewater | General acid-alkaline wastewater, fluoride-containing wastewater, ammonia-containing wastewater, and other wastewater | Production wastewater is diverted and collected at the Company's wastewater treatment station for centralized processing. After reaching the municipal wastewater treatment plant's acceptance standards, it is discharged together with domestic sewage into the municipal sewage network and ultimately enters the wastewater treatment plant. | | Exhaust Gas | Acid exhaust gas, alkaline exhaust gas, organic exhaust gas, and other exhaust gases | (1) The acid exhaust gas treatment system uses alkaline liquid spray to treat acid exhaust gas, or collects it through fume hood piping and treats it through secondary activated carbon; (2) The alkaline exhaust gas treatment system uses acid liquid spray to treat alkaline exhaust gas; (3) The organic exhaust gas treatment system uses a zeolite concentrator wheel incineration system to treat organic exhaust gas, or collects it through fume hood piping and treats it through secondary activated carbon; (4) The process tail gas treatment system uses "dry adsorption" source treatment devices and "combustion + water washing" source treatment devices to process process tail gas; (5) Boiler flue gas is treated using low-nitrogen burners. | | Solid Waste | Hazardous waste (such as sludge, waste acid, waste alkali, etc.), general solid waste (such as general waste packaging materials, metal scraps, etc.) | (1) For hazardous waste, the Company sets up dedicated hazardous waste warehouses for collection and storage, and entrusts qualified third-party organizations to transfer and dispose of the waste in accordance with standardized application and approval procedures; (2) For general solid waste, the Company sorts and arranges it for external sale for comprehensive utilization, or transfers it to qualified organizations for external sale for comprehensive utilization or transfer and disposal. | | Noise | Factory boundary noise | Measures such as vibration-reduction platforms and factory soundproofing are adopted. |
The Issuer's main wastewater treatment facilities include ammonia-containing wastewater treatment systems, fluoride-containing wastewater treatment systems, and organic wastewater treatment systems, among others. The main exhaust gas treatment facilities include acid exhaust gas treatment systems, alkaline exhaust gas treatment systems, and organic exhaust gas treatment systems, among others. During the reporting period, the Issuer's environmental protection facilities operated well, and there were no instances of major administrative penalties imposed by relevant competent authorities for violations of environmental protection laws and regulations. The Company's production and operations comply with national and local environmental protection requirements.
| Company Abbreviation | Fixed Asset Category | Depreciation Useful Life (Years) | |---|---|---| | SK Hynix | Buildings | 10–50 | | | Structures | 10–20 | | | Machinery and Equipment | 5–15 | | | Vehicles | 5–10 | | | Others | 5–10 | | Micron Technology | Houses and Buildings | 10–30 | | | Production Equipment | 7 | | | Other Equipment | Not exceeding 7 years | | | Software | 3–5 | | Nanya Technology | Houses and Buildings | 25 | | | Machinery and Equipment | 5–16 | | | Other Equipment | 3–15 | | TSMC | Land Improvements | 20 | | | Buildings | 10–20 | | | Machinery and Equipment | 5 | | | Office Equipment | 5 | | SMIC (中芯国际) | Houses and Buildings | 25 | | | Machinery and Equipment | 5–10 | | | Office Equipment | 3–5 | | CR Micro (华润微) | Houses and Buildings | 25 | | | Machinery and Equipment | 8 | | | Transportation Equipment | 5 | | | Electronic Equipment | 3–5 | | | Information Systems | 8 | | | Office Equipment and Furniture | 5 | | Issuer | Houses and Buildings | 10–35 | | | Machinery and Equipment | 5–8 | | | Transportation Equipment | 5 | | | Office and Other Equipment | 3 |
Note: Data sourced from comparable listed companies' periodic reports.
When a fixed asset is in a disposal state or is expected to generate no economic benefits through use or disposal, the recognition of that fixed asset shall be terminated.
fixed asset. The difference between disposal proceeds from the sale, transfer, retirement or damage of fixed assets, after deducting their carrying amounts and related taxes and levies, is recognized in profit or loss for the current period.
The Company reviews the useful lives, estimated net residual values and depreciation methods of fixed assets at least at the end of each year. Any changes are treated as changes in accounting estimates.
Construction in progress is measured at actual cost. Actual cost includes various project expenditures incurred during the construction period, borrowing costs capitalized before the asset reaches its intended usable condition, and other related expenses. No depreciation is charged on construction in progress.
Construction in progress is transferred to fixed assets upon reaching its intended usable condition. The criteria and timing for transferring each category of construction in progress to fixed assets are as follows:
| Item | Criteria and Timing for Transfer to Fixed Assets | |---|---| | Houses and Buildings | Upon reaching the intended usable condition | | Machinery and equipment requiring commissioning | Upon meeting design requirements and completion of installation and commissioning, or completion of trial production | | Other equipment | Upon acceptance by asset management personnel or users |
#### 1. Useful Lives and Basis for Determination, Estimation, Amortization Methods or Review Procedures
Intangible assets include land use rights, software, patents and non-patented technology.
Intangible assets are initially measured at cost. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives from the time they are available for use. The estimated net residual value of all categories of intangible assets is zero. The amortization methods and useful lives are as follows:
| Item | Amortization Method | Basis for Determining Useful Life | Useful Life (Years) | |---|---|---|---| | Land use rights | Straight-line | Term of land use right | 50 | | Software | Straight-line | Shorter of software usage right term and estimated useful life | 2–10 | | Patents | Straight-line | Shorter of patent term and estimated useful life | 5 | | Non-patented technology | Straight-line | Estimated useful life | 5 |
At period-end, the useful lives and amortization methods of intangible assets with finite useful lives are reviewed and adjusted where necessary.
For impairment testing of intangible assets, please refer to "(VII) Impairment of Long-term Assets" under "V. Significant Accounting Policies and Accounting Estimates" in this section.
The scope of aggregation of R&D expenditures includes R&D employee compensation, R&D material costs, testing service fees, depreciation and amortization, share-based payments and other expenses, etc.
Prior to the initial completion of product development, expenditures incurred during the planned investigation, evaluation and selection phases for researching production processes constitute research-phase expenditures and are recognized in profit or loss for the period in which they are incurred. From the time of initial completion of product development until the commencement of large-scale production, expenditures related to design and testing phases for the final application of production processes constitute development-phase expenditures. Where all of the following conditions are simultaneously satisfied, such expenditures are capitalized; development-phase expenditures that do not satisfy the following conditions are recognized in profit or loss for the period in which they are incurred:
(1) The technical feasibility of completing the intangible asset so that it will be available for use or sale;
(3) The manner in which the intangible asset will generate economic benefits, including the ability to demonstrate that there is a market for the products produced using the intangible asset or for the intangible asset itself, or, if it is to be used internally, the ability to demonstrate its usefulness;
(4) The availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset;
(5) The ability to reliably measure the expenditure attributable to the intangible asset during its development phase.
Where research-phase expenditures and development-phase expenditures cannot be distinguished, all R&D expenditures incurred are recognized in profit or loss for the current period. The cost of an intangible asset generated from internal development activities includes only the total amount of expenditures incurred from the point when the capitalization criteria are met until the intangible asset reaches its intended use. Expenditures that have previously been expensed to profit or loss during the development of the same intangible asset before the capitalization criteria are met are not subsequently adjusted.
At each balance sheet date, the Company reviews whether there is any indication of impairment for long-term equity investments, fixed assets, construction in progress, right-of-use assets, intangible assets with finite useful lives, and other non-current assets. If any such indication exists, the recoverable amount of the asset is estimated. Intangible assets not yet available for use and development expenditures that meet the capitalization criteria are tested for impairment annually, regardless of whether there is any indication of impairment.
The recoverable amount of an asset is estimated on an individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of the asset group to which the asset belongs is determined. The recoverable amount is the higher of the fair value of the asset or asset group less costs of disposal, and the present value of the estimated future cash flows.
If the recoverable amount of an asset is less than its carrying amount, the carrying amount is reduced to its recoverable amount. That reduction is recognized as an impairment loss in profit or loss for the current period.
Once recognized, the above asset impairment losses shall not be reversed in subsequent accounting periods.
The Company's share-based payment is a transaction in which equity instruments are granted or liabilities based on equity instruments are assumed in exchange for services provided by employees. The Company's share-based payments are equity-settled share-based payments.
For equity-settled share-based payments in exchange for services rendered by employees, the Company measures at the fair value of the equity instruments granted to employees at the grant date. The amount of this fair value is recognized in relevant costs or expenses on a straight-line basis during the vesting period, based on the best estimate of the number of equity instruments expected to vest, with a corresponding increase in capital reserve.
At each balance sheet date during the vesting period, the Company revises the estimate of the number of equity instruments expected to vest based on the latest information obtained, such as changes in the number of employees expected to vest. The impact of such revisions is recognized in relevant costs or expenses for the current period, with a corresponding adjustment to capital reserve.
#### 2. Accounting Treatment for Implementation, Modification and Termination of Share-based Payment Plans
When the Company modifies a share-based payment plan, if the modification increases the fair value of the equity instruments granted, the increase in fair value of the equity instruments is recognized as an increase in services received; if the modification increases the number of equity instruments granted, the fair value of the additional equity instruments is recognized as an increase in services received. The increase in fair value of equity instruments refers to the difference between the fair value of the equity instruments before and after the modification, measured at the modification date. If the modification reduces the total fair value of the share-based payment or is otherwise unfavorable to the employees, the Company continues to account for the services received as if the modification had not occurred, unless the Company cancels some or all of the equity instruments granted.
During the vesting period, if the granted equity instruments are cancelled, the Company treats the cancellation of the granted equity instruments as accelerated vesting, and immediately recognizes in profit or loss the amount that would otherwise have been recognized over the remaining vesting period, with a corresponding recognition of capital reserve. If employees or other parties can choose to meet non-vesting conditions but fail to meet them during the vesting period, the Company treats this as a cancellation of the granted equity instruments.
The Company recognizes a financial asset or financial liability when it becomes a party to a financial instrument contract.
For financial assets purchased or sold in a regular-way transaction, the assets to be received and liabilities to be assumed are recognized at the trade date, or the assets sold are derecognized at the trade date.
Financial assets and financial liabilities are initially measured at fair value. For financial assets and financial liabilities measured at fair value through profit or loss, related transaction costs are directly recognized in profit or loss for the current period; for other categories of financial assets and financial liabilities, related transaction costs are included in the initial recognized amount. When the Company initially recognizes accounts receivable without a significant financing component, or where the financing component in a contract not exceeding one year is not considered, in accordance with Accounting Standards for Business Enterprises No. 14 – Revenue ("Revenue Standards"), the initial measurement is at the transaction price as defined by the Revenue Standards.
The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating interest income or interest expense to each accounting period.
The effective interest rate is the rate that exactly discounts estimated future cash flows of a financial asset or financial liability over the expected life of the financial asset or financial liability to the gross carrying amount of the financial asset or the amortized cost of the financial liability. In determining the effective interest rate, estimated cash flows are considered based on all contractual terms of the financial asset or financial liability (such as prepayment, extension, call options or other similar options), but expected credit losses are not considered.
The amortized cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition minus principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, and minus any loss allowance (applicable to financial assets only).
After initial recognition, the Company subsequently measures different categories of financial assets at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss.
Where the contractual terms of a financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, and the Company's business model for managing the financial asset is to collect contractual cash flows, the Company classifies that financial asset as a financial asset measured at amortized cost. Such financial assets mainly include monetary funds, accounts receivable and other receivables.
Where the contractual terms of a financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, and the Company's business model for managing the financial asset is achieved both by collecting contractual cash flows and by selling the financial asset, the financial asset is classified as a financial asset measured at fair value through other comprehensive income.
At initial recognition, on an individual financial asset basis, the Company may irrevocably designate non-trading equity instrument investments other than contingent consideration recognized in a business combination not under common control as financial assets measured at fair value through other comprehensive income. Such financial assets are presented as other equity instrument investments.
A financial asset meets one of the following conditions, indicating that the Company holds the financial asset for trading purposes: the financial asset was acquired principally for the purpose of selling in the near term; at initial recognition, the financial asset is part of a portfolio of identified financial instruments that are managed together, and for which there is objective evidence of a recent actual pattern of short-term profit-taking; or the financial asset is a derivative. However, derivatives that meet the definition of a financial guarantee contract and derivatives designated as effective hedging instruments are excluded.
Financial assets measured at fair value through profit or loss include financial assets classified as measured at fair value through profit or loss and financial assets designated as measured at fair value through profit or loss: financial assets that do not qualify for classification as financial assets measured at amortized cost or financial assets measured at fair value through other comprehensive income are classified as financial assets measured at fair value through profit or loss; at initial recognition, to eliminate or significantly reduce an accounting mismatch, the Company may irrevocably designate a financial asset as measured at fair value through profit or loss.
Financial assets measured at fair value through profit or loss, other than derivative financial assets, are presented as trading financial assets. Those maturing more than one year after the balance sheet date (or with no fixed maturity) and expected to be held for more than one year are presented as other non-current financial assets.
Financial assets measured at amortized cost are subsequently measured at amortized cost using the effective interest method. Gains or losses arising from impairment or derecognition are recognized in profit or loss for the current period.
The Company recognizes interest income on financial assets measured at amortized cost using the effective interest method. Except for the following circumstances, the Company calculates interest income by multiplying the gross carrying amount of the financial asset by the effective interest rate:
1) For purchased or originated credit-impaired financial assets, from initial recognition, the Company calculates interest income using the amortized cost of the financial asset and the credit-adjusted effective interest rate;
2) For financial assets that were not credit-impaired at purchase or origination but have subsequently become credit-impaired, the Company subsequently calculates interest income using the amortized cost of the financial asset and the effective interest rate. If the credit risk of the financial instrument subsequently improves such that the financial asset is no longer credit-impaired, and that improvement can be objectively related to an event occurring after the application of the above provisions, the Company switches to calculating interest income by multiplying the effective interest rate by the gross carrying amount of the financial asset.
to calculate and determine interest income.
Impairment losses or gains, and interest income calculated using the effective interest method, relating to financial assets classified as measured at fair value through other comprehensive income are recognized in profit or loss for the current period; other changes in fair value of such financial assets are recognized in other comprehensive income. The amount recognized in profit or loss for each period equals the amount that would have been recognized if the financial asset had always been measured at amortized cost. Upon derecognition of such financial assets, the cumulative gains or losses previously recognized in other comprehensive income are reclassified from other comprehensive income to profit or loss for the current period.
For non-trading equity instrument investments designated as measured at fair value through other comprehensive income, changes in fair value are recognized in other comprehensive income. Upon derecognition of such financial assets, the cumulative gains or losses previously recognized in other comprehensive income are reclassified from other comprehensive income to retained earnings. During the holding period of such non-trading equity instrument investments, dividend income is recognized in profit or loss when the Company's right to receive the dividend is established, the economic benefits associated with the dividend are probable to flow to the Company, and the amount of the dividend can be reliably measured.
Financial assets measured at fair value through profit or loss are subsequently measured at fair value. Gains or losses arising from changes in fair value, as well as dividend and interest income related to such financial assets, are recognized in profit or loss for the current period.
The Company applies an expected credit loss approach to the impairment accounting of financial assets measured at amortized cost and financial assets classified as measured at fair value through other comprehensive income, and recognizes a loss allowance.
The Company measures the loss allowance for all accounts receivable arising from transactions governed by the Revenue Standards at an amount equal to the lifetime expected credit losses.
For other financial instruments, other than purchased or originated credit-impaired financial assets, the Company assesses at each balance sheet date whether the credit risk of the relevant financial instruments has increased significantly since initial recognition. If the credit risk of a financial instrument has increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to the lifetime expected credit losses; if the credit risk of a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to the 12-month expected credit losses. Increases or reversals of credit loss allowances are recognized as impairment losses or gains in profit or loss for the current period. For financial assets classified as measured at fair value through other comprehensive income, the Company recognizes the credit loss allowance in other comprehensive income,
and recognizes impairment losses or gains in profit or loss for the current period, without reducing the carrying amount of the financial asset as presented in the balance sheet.
Where the Company has, in a prior accounting period, measured the loss allowance at an amount equal to the lifetime expected credit losses of a financial instrument, but at the current balance sheet date the financial instrument no longer meets the criteria for significant increase in credit risk since initial recognition, the Company measures the loss allowance at the current balance sheet date at an amount equal to the 12-month expected credit losses. The resulting reversal of the loss allowance is recognized as an impairment gain in profit or loss for the current period.
The Company uses reasonable and supportable forward-looking information to determine whether the credit risk of a financial instrument has increased significantly since initial recognition, by comparing the risk of default occurring at the balance sheet date with the risk of default at initial recognition.
When assessing whether credit risk has increased significantly, the Company considers the following factors:
1) Whether there has been a significant change in internal price indicators due to changes in credit risk;
2) Whether there has been an actual or expected significant change in the external credit rating of the financial instrument;
4) Whether there has been an adverse change in business, financial or economic conditions that is expected to cause a significant change in the debtor's ability to meet its debt obligation;
5) Whether there has been an actual or expected significant change in the debtor's operating results;
6) Whether there has been a significant adverse change in the regulatory, economic or technological environment of the debtor;
7) Whether there has been a significant change in the debtor's expected performance and repayment behavior;
8) Whether there has been a change in the Company's credit management approach for the financial instrument.
Regardless of the results of the above assessment, when contractual payments on a financial instrument are more than 30 days (inclusive) past due, this indicates that the credit risk of that financial instrument has increased significantly.
At the balance sheet date, if the Company determines that a financial instrument has only low credit risk, the Company assumes that the credit risk of that financial instrument has not increased significantly since initial recognition. A financial instrument is considered to have low credit risk if the risk of default is low, the borrower has a strong capacity in the near term to meet its contractual cash flow obligations, and even if adverse changes in economic and operating conditions occur over a longer time horizon,
they do not necessarily reduce the borrower's ability to fulfill its contractual cash flow obligations, then the financial instrument is considered to have low credit risk.
When one or more events that have a detrimental effect on the estimated future cash flows of a financial asset have occurred, the financial asset becomes a credit-impaired financial asset. Evidence that a financial asset is credit-impaired includes the following observable information:
2) A breach of contract by the debtor, such as a default or delinquency in interest or principal payments;
3) The creditor(s), for economic or contractual reasons relating to the debtor's financial difficulty, having granted to the debtor a concession(s) that the creditor(s) would not otherwise consider;
4) It is becoming probable that the debtor will enter bankruptcy or other financial reorganization.
Based on the Company's internal credit risk management, when internal or externally obtained information indicates that a financial instrument debtor cannot repay its creditors in full, including the Company (without considering any collateral obtained by the Company), the Company considers that a default event has occurred.
Regardless of the above assessment results, if contractual payments on a financial instrument are more than 90 days (inclusive) past due, the Company presumes that a default has occurred on that financial instrument.
The Company determines the expected credit losses of relevant financial instruments using the following methods:
1) For financial assets, credit losses are the present value of the difference between the contractual cash flows due to the Company and the cash flows expected to be received;
2) For financial assets that are credit-impaired at the balance sheet date but are not purchased or originated credit-impaired financial assets, credit losses are the difference between the gross carrying amount of the financial asset and the present value of estimated future cash flows discounted at the original effective interest rate.
The Company's method of measuring expected credit losses of financial instruments reflects: probability-weighted amounts determined by evaluating a range of possible outcomes; the time value of money; and reasonable and supportable information that is available without undue cost or effort at the balance sheet date about past events, current conditions and forecasts of future economic conditions.
supportable information.
When the Company no longer reasonably expects that the contractual cash flows of a financial asset will be recovered in full or in part, the gross carrying amount of the financial asset is directly reduced. Such write-offs constitute derecognition of the relevant financial assets.
(2) The financial asset has been transferred, and substantially all the risks and rewards of ownership of the financial asset have been transferred to the transferee;
(3) The financial asset has been transferred, and although the Company has neither transferred nor retained substantially all the risks and rewards of ownership, it has not retained control of the financial asset.
Where the Company has neither transferred nor retained substantially all the risks and rewards of ownership of the financial asset, but has retained control of the financial asset, it continues to recognize the transferred financial asset to the extent of its continuing involvement, and recognizes an associated liability. The Company measures the associated liability in the following ways:
(1) If the transferred financial asset is measured at amortized cost, the carrying amount of the associated liability equals the carrying amount of the continuing involvement in the transferred financial asset less the amortized cost of any rights retained by the Company (if the Company has retained related rights due to the transfer of the financial asset) plus the amortized cost of any obligations assumed by the Company (if the Company has assumed related obligations due to the transfer of the financial asset). The associated liability is not designated as a financial liability measured at fair value through profit or loss;
(2) If the transferred financial asset is measured at fair value, the carrying amount of the associated liability equals the carrying amount of the continuing involvement in the transferred financial asset less the fair value of any rights retained by the Company (if the Company has retained related rights due to the transfer of the financial asset) plus the fair value of any obligations assumed by the Company (if the Company has assumed related obligations due to the transfer of the financial asset). The fair value of such rights and obligations is measured on an independent basis.
Where an entire financial asset is transferred and qualifies for derecognition, the difference between the carrying amount of the transferred financial asset at the date of derecognition and the sum of the consideration received for the transfer and the amount corresponding to the portion derecognized from the cumulative amount of fair value changes previously recognized in other comprehensive income is recognized in profit or loss for the current period. If the financial asset transferred by the Company is a non-trading equity instrument investment designated as measured at fair value through other comprehensive income, the cumulative gains or losses previously recognized in other comprehensive income are reclassified from other comprehensive income to retained earnings.
Where a part of a financial asset is transferred and qualifies for derecognition, the carrying amount of the financial asset as a whole before the transfer is allocated between the derecognized portion and the continuing recognized portion based on their relative fair values at the date of transfer. The difference between the sum of the consideration received for the derecognized portion and the amount corresponding to the derecognized portion from the cumulative amount of fair value changes previously recognized in other comprehensive income, and the carrying amount of the derecognized portion at the date of derecognition, is recognized in profit or loss for the current period. If the financial asset transferred by the Company is a non-trading equity instrument investment designated as measured at fair value through other comprehensive income, the cumulative gains or losses previously recognized in other comprehensive income are reclassified from other comprehensive income to retained earnings.
Where an entire financial asset is transferred and does not qualify for derecognition, the Company continues to recognize the transferred financial asset as a whole, and recognizes the consideration received as a financial liability.
The Company classifies a financial instrument, or its component parts, as a financial liability or an equity instrument at initial recognition, in accordance with the substance of the contractual arrangement and the definitions of financial liabilities and equity instruments, rather than legal form alone.
Financial liabilities are classified at initial recognition as financial liabilities measured at fair value through profit or loss and other financial liabilities.
Financial liabilities measured at fair value through profit or loss include trading financial liabilities (including derivative instruments that are financial liabilities) and financial liabilities designated as measured at fair value through profit or loss. Except for derivative financial liabilities presented separately, financial liabilities measured at fair value through profit or loss are presented as trading financial liabilities.
A financial liability meets one of the following conditions, indicating that the purpose for which it was assumed is trading: the liability was incurred principally for the purpose of repurchasing in the near term; at initial recognition, the liability is part of a portfolio of identified financial instruments that are managed together, and for which there is objective evidence of a recent actual pattern of short-term profit-taking; or the financial liability is a derivative instrument. However, derivative instruments that meet the definition of a financial guarantee contract and derivative instruments designated as effective hedging instruments are excluded.
The Company may, at initial recognition, irrevocably designate a financial liability that meets one of the following conditions as a financial liability measured at fair value through profit or loss: the designation eliminates or significantly reduces an accounting mismatch; or based on the Company's formally
documented risk management or investment strategy, a group of financial liabilities, or a group of financial assets and financial liabilities, is managed and performance is evaluated on a fair value basis, and information about the group is reported internally to key management personnel on that basis; or the qualifying hybrid contract contains an embedded derivative.
Trading financial liabilities are subsequently measured at fair value. Gains or losses arising from changes in fair value, and dividend or interest expenses related to such financial liabilities, are recognized in profit or loss for the current period.
For financial liabilities designated as measured at fair value through profit or loss, the amount of change in fair value caused by changes in the Company's own credit risk is recognized in other comprehensive income, and other fair value changes are recognized in profit or loss for the current period. Upon derecognition of such financial liabilities, the cumulative fair value change amount attributable to changes in own credit risk previously recognized in other comprehensive income is transferred to retained earnings. Dividend or interest expenses related to such financial liabilities are recognized in profit or loss for the current period. If treating the effect of changes in the financial liability's own credit risk in the manner described above would create or enlarge an accounting mismatch in profit or loss, the Company recognizes all gains or losses on such financial liability (including the effect of changes in own credit risk) in profit or loss for the current period.
Other financial liabilities, other than those formed as a result of the transfer of financial assets that do not qualify for derecognition or from continuing involvement in transferred financial assets, are classified as financial liabilities measured at amortized cost, and are subsequently measured at amortized cost. Gains or losses from derecognition or amortization are recognized in profit or loss for the current period.
When the Company modifies or renegotiates a contract with a counterparty, if this does not lead to derecognition of the financial liability subsequently measured at amortized cost but results in changes in contractual cash flows, the Company recalculates the carrying amount of the financial liability and recognizes related gains or losses in profit or loss for the current period. The recalculated carrying amount of the financial liability is determined as the present value of the renegotiated or modified contractual cash flows discounted at the original effective interest rate of the financial liability. All costs or fees incurred from modification or renegotiation of the contract are adjusted to the carrying amount of the modified financial liability and amortized over the remaining term of the modified financial liability.
When the present obligation of a financial liability is fully or partially discharged, the financial liability or a part thereof is derecognized. Where the Company (as borrower) enters into an agreement with the lender to replace the original financial liability by assuming a new financial liability, and the contractual terms of the new financial liability are substantially different from those of the original financial liability, the Company derecognizes the original financial liability and simultaneously recognizes the new financial liability.
For financial liabilities fully or partially derecognized, the carrying amount of the derecognized portion and the consideration paid (including
transferred non-cash assets or assumed new financial liabilities) is recognized in profit or loss for the current period.
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Issuance (including refinancing), repurchase, sale or cancellation of equity instruments by the Company is treated as a change in equity. The Company does not recognize changes in fair value of equity instruments. Transaction costs related to equity transactions are deducted from equity.
Distributions by the Company to holders of equity instruments are treated as profit appropriation. Stock dividends issued do not affect total shareholders' equity.
Derivative financial instruments include forward foreign exchange contracts, etc. Derivative instruments are initially measured at fair value at the date the relevant contract is signed, and subsequently measured at fair value.
For hybrid contracts where an embedded derivative is combined with a host contract, if the host contract is a financial asset, the Company does not separate the embedded derivative from the hybrid contract, but applies the accounting standards for financial asset classification to the hybrid contract as a whole.
If the host contract in a hybrid contract is not a financial asset, and the following conditions are simultaneously satisfied, the Company separates the embedded derivative from the hybrid instrument and accounts for it as a separate derivative financial instrument:
(1) The economic characteristics and risks of the embedded derivative are not closely related to those of the host contract;
(2) A separate instrument with the same terms as the embedded derivative would meet the definition of a derivative instrument;
(3) The hybrid contract is not accounted for at fair value through profit or loss.
Where an embedded derivative is separated from the hybrid contract, the Company accounts for the host contract of the hybrid contract in accordance with the applicable accounting standards. If the Company is unable to reliably measure the fair value of the embedded derivative based on its terms and conditions, the fair value of the embedded derivative is determined as the difference between the fair value of the hybrid contract and the fair value of the host contract. If, after applying the above method, the fair value of the embedded derivative still cannot be separately measured on the acquisition date or at a subsequent balance sheet date, the Company designates the hybrid contract as a whole as a financial instrument measured at fair value through profit or loss.
When the Company has a legally enforceable right to set off the recognized amounts of financial assets and financial liabilities, and that legally enforceable right is currently
enforceable, and the Company intends to either settle on a net basis or to realize the financial asset and settle the financial liability simultaneously, the financial assets and financial liabilities are presented in the balance sheet as a net amount after offsetting. Otherwise, financial assets and financial liabilities are presented separately in the balance sheet and are not offset against each other.
Foreign currency transactions are translated at the exchange rate approximating the spot exchange rate at the date of the transaction upon initial recognition. The exchange rate approximating the spot exchange rate at the transaction date is determined using the middle rate of the market exchange rate at the beginning of the month in which the transaction occurs.
At the balance sheet date, foreign currency monetary items are translated into RMB at the spot exchange rate on that date. Exchange differences arising from the difference between the spot exchange rate on that date and the spot exchange rate at initial recognition or at the previous balance sheet date are recognized in profit or loss for the current period.
When preparing consolidated financial statements involving foreign operations, exchange differences arising from foreign currency monetary items that, in substance, form part of the net investment in a foreign operation are recognized in other comprehensive income under the item "exchange differences on translation of foreign currency financial statements"; upon disposal of the foreign operation, they are recognized in profit or loss for the period of disposal.
Foreign currency non-monetary items measured at historical cost are still measured using the functional currency amount translated at the spot exchange rate at the transaction date. Foreign currency non-monetary items measured at fair value are translated at the spot exchange rate at the date when fair value is determined. The difference between the translated functional currency amount and the original functional currency amount is treated as fair value movement (including exchange rate movement) and recognized in profit or loss for the current period or recognized as other comprehensive income.
For the purpose of preparing consolidated financial statements, foreign currency financial statements of foreign operations are translated into RMB financial statements using the following methods: all assets and liabilities items in the balance sheet are translated at the spot exchange rate at the balance sheet date; equity items are translated at the spot exchange rates at the time of occurrence; all items in the income statement and items reflecting the distribution of profit are translated at exchange rates approximating the spot exchange rates at the dates of the transactions; the difference between the translated total assets on one side and the total of liabilities and equity items on the other side is recognized as other comprehensive income and included in shareholders' equity.
Foreign currency cash flows and cash flows of overseas subsidiaries are translated at exchange rates approximating the spot exchange rates at the dates of the cash flows. The effect of exchange rate changes on cash and cash equivalents is presented separately in the cash flow statement as "effect of exchange rate changes on cash and cash equivalents" as a reconciling item.
Opening balances and prior year actual figures are presented at the translated amounts from the prior year's financial statements.
Income tax expense includes current income tax and deferred income tax.
At the balance sheet date, for current income tax liabilities (or assets) formed for the current and prior periods, the amount is measured at the expected amount of income tax to be paid (or returned) calculated in accordance with applicable tax laws.
For temporary differences arising from differences between the carrying amounts of certain assets and liabilities and their tax bases, and differences between the carrying amounts and tax bases of items that are not recognized as assets and liabilities but for which their tax bases can be determined in accordance with tax laws, deferred tax assets and deferred tax liabilities are recognized using the balance sheet liability method.
In general, deferred income tax is recognized for all temporary differences. However, for deductible temporary differences, the Company recognizes related deferred tax assets only to the extent that it is probable that taxable income will be available against which the deductible temporary differences can be utilized. In addition, deferred tax assets or liabilities are not recognized for temporary differences associated with the initial recognition of goodwill, or arising from transactions that are not business combinations and that affect neither accounting profit nor taxable income (or deductible losses) and that do not result in equal amounts of taxable and deductible temporary differences.
For deductible losses and tax credits that can be carried forward to subsequent years, the corresponding deferred tax assets are recognized only to the extent that it is probable that future taxable income will be available against which the deductible losses and tax credits can be utilized.
The Company recognizes deferred tax liabilities arising from taxable temporary differences associated with investments in subsidiaries and associates, unless the Company is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. For deductible temporary differences associated with investments in subsidiaries and associates, the Company recognizes deferred tax assets only when it is probable that the temporary differences will reverse in the foreseeable future and taxable income will be available against which the deductible temporary differences can be utilized.
At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is recovered or the liability is settled, based on the provisions of tax laws.
Except for current income tax and deferred income tax related to transactions and events that are directly recognized in other comprehensive income or shareholders' equity/owners' equity (which are recognized in other comprehensive income or shareholders' equity/owners' equity), and deferred income tax arising from business combinations that adjusts the carrying amount of goodwill, the remaining current income tax and deferred income tax expenses or income are recognized in profit or loss for the current period.
At the balance sheet date, the carrying amount of deferred tax assets is reviewed. If it is probable that sufficient taxable income will not be available to allow the benefit of the deferred tax assets to be utilized, the carrying amount of the deferred tax assets is reduced. The reduced amount is reversed when it becomes probable that sufficient taxable income will be available.
When the Company has a legally enforceable right to set off amounts on a net basis, and intends to either settle on a net basis or to realize the asset and settle the liability simultaneously, current income tax assets and current income tax liabilities are presented as a net amount in the balance sheet.
When the Company has a legally enforceable right to set off current income tax assets and current income tax liabilities on a net basis, and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities, but in future periods in which deferred tax assets and liabilities of material amounts are expected to reverse, the taxable entities intend to settle current income tax assets and liabilities on a net basis or realize assets and settle liabilities simultaneously, the Company's deferred tax assets and deferred tax liabilities are presented as a net amount in the balance sheet.
Control refers to the investor's power over the investee, the ability to participate in the investee's relevant activities and enjoy variable returns, and the ability to use its power over the investee to affect the amount of the investor's returns. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Significant influence refers to the power to participate in the financial and operating policy decisions of the investee, but not the ability to control or jointly control the formulation of those policies with other parties. In determining whether control or significant influence can be exercised over an investee, potential voting rights factors such as convertible bonds and currently exercisable warrants held by the investor and other parties in the investee have been considered.
For long-term equity investments acquired through business combinations under common control, the initial investment cost of the long-term equity investment at the combination date is the share of the carrying amount of the acquiree's owners' equity in the consolidated financial statements of the ultimate controlling party. The difference between the initial investment cost of the long-term equity investment and the carrying amount of the cash paid, non-cash assets transferred and liabilities assumed is adjusted against capital reserve; if capital reserve is insufficient, retained earnings are adjusted.
For long-term equity investments acquired through business combinations not under common control, the initial investment cost of the long-term equity investment is the combination cost at the acquisition date.
Intermediary fees such as audit, legal services, valuation and consulting fees incurred by the acquirer or purchasing party for the business combination, as well as other related administrative expenses, are recognized in profit or loss for the current period when incurred.
Long-term equity investments acquired through means other than business combinations are initially measured at cost.
In the Company's financial statements, long-term equity investments in subsidiaries are accounted for using the cost method. Subsidiaries are investees over which the Company is able to exercise control.
Long-term equity investments accounted for using the cost method are carried at initial investment cost. Additional investments or return of investments adjust the cost of long-term equity investments. Investment income for the current period is recognized based on the cash dividends or profits declared by the investee.
The Company accounts for investments in associates using the equity method. Associates are investees over which the Company is able to exercise significant influence.
Under the equity method, where the initial investment cost of the long-term equity investment exceeds the Company's share of the fair value of the investee's identifiable net assets at the time of investment, the initial investment cost of the long-term equity investment is not adjusted; where the initial investment cost is less than the Company's share of the fair value of the investee's identifiable net assets at the time of investment, the difference is recognized in profit or loss for the current period, and the cost of the long-term equity investment is adjusted accordingly.
Under the equity method, the Company recognizes investment income and other comprehensive income respectively based on the share of the net profit or loss and other comprehensive income realized by the investee, while simultaneously adjusting the carrying amount of the long-term equity investment; the carrying amount of the long-term equity investment is reduced by the portion of profits or cash dividends declared by the investee that corresponds to the Company's entitlement; for other changes in the investee's owners' equity other than net profit or loss, other comprehensive income and profit distribution, the carrying amount of the long-term equity investment is adjusted and recognized in capital reserve. When recognizing the share of the investee's net profit or loss, the investee's net profit is adjusted based on the fair value of the investee's various identifiable assets at the time of investment, and then recognized. Where the accounting policies and accounting periods adopted by the investee are inconsistent with those of the Company, adjustments are made to the investee's financial statements in accordance with the Company's accounting policies and accounting periods, and investment income and other comprehensive income are recognized accordingly. For transactions between the Company and associates where the assets contributed or sold do not constitute a business, unrealized internal transaction gains and losses are eliminated to the extent of the Company's proportionate share, and on this basis
investment gains or losses are recognized. However, unrealized internal transaction losses between the Company and an investee that are impairment losses on transferred assets are not eliminated.
When recognizing the Company's share of net losses incurred by an investee, the carrying amount of the long-term equity investment and other long-term interests that in substance form part of the net investment in the investee are written down to zero. In addition, if the Company has an obligation to assume additional losses, the expected obligations are recognized as provisions and included in investment losses for the current period. When the investee subsequently achieves net profit, the Company resumes recognizing its share of profit after the profit share covers the unrecognized loss share.
Upon disposal of a long-term equity investment, the difference between its carrying amount and the actual proceeds received is recognized in profit or loss for the current period.
During the accounting period in which employees render services, the Company recognizes the short-term employee benefits actually incurred as a liability, and recognizes them in profit or loss for the current period or related asset costs. Employee welfare expenses incurred by the Company are recognized in profit or loss for the current period or related asset costs based on actual amounts incurred when actually incurred. Where employee welfare expenses are non-monetary benefits, they are measured at fair value.
Social insurance premiums such as medical insurance, work-related injury insurance and maternity insurance, housing provident fund contributions, as well as trade union funds and employee education funds required to be set aside by the Company, are calculated based on prescribed calculation bases and rates during the accounting period in which employees render services to the Company. The corresponding amounts of employee compensation are determined, the corresponding liabilities are recognized, and such amounts are recognized in profit or loss for the current period or related asset costs.
All post-employment benefits are defined contribution plans.
During the accounting period in which employees render services, the Company recognizes the amount payable calculated in accordance with the defined contribution plan as a liability, and recognizes it in profit or loss for the current period or related asset costs.
### (XIV) Accounting Treatment Methods for Business Combinations Under Common Control and Not Under Common Control
Business combinations are classified as business combinations under common control and business combinations not under common control.
All the combining parties to the combination are ultimately controlled by the same party or parties both before and after the combination, and such control is not temporary,
constituting a business combination under common control.
Assets and liabilities acquired in the business combination are measured at the carrying amounts in the books of the acquiree at the combination date. The difference between the carrying amount of the net assets acquired by the acquirer and the carrying amount of the combination consideration paid is adjusted against the capital/share premium in capital reserve; if the capital/share premium is insufficient for the offset, retained earnings are adjusted.
All direct costs incurred for the business combination are recognized in profit or loss for the current period when incurred.
A business combination where the combining parties are not ultimately controlled by the same party or parties both before and after the combination constitutes a business combination not under common control.
Combination cost refers to the fair value of assets transferred, liabilities incurred or assumed, and equity instruments issued by the purchaser in order to obtain control over the acquiree. Intermediary fees such as audit, legal services, valuation and consulting fees, as well as other related administrative expenses incurred by the purchaser for the business combination, are recognized in profit or loss for the current period when incurred.
The identifiable assets, liabilities and contingent liabilities of the acquiree acquired by the acquirer in the combination that meet the recognition criteria are measured at fair value at the acquisition date.
Where the combination cost exceeds the acquirer's share of the fair value of the acquiree's identifiable net assets acquired in the combination, the difference is recognized as an asset — goodwill — and initially measured at cost. Where the combination cost is less than the acquirer's share of the fair value of the acquiree's identifiable net assets acquired in the combination, the fair values of the various identifiable assets, liabilities and contingent liabilities of the acquiree, as well as the measurement of the combination cost, are first reviewed; if after the review the combination cost is still less than the acquirer's share of the fair value of the acquiree's identifiable net assets acquired in the combination, the difference is recognized in profit or loss for the current period.
Goodwill arising from a business combination is separately presented in the consolidated financial statements and is measured at cost less accumulated impairment provisions.
In applying accounting policies, due to the inherent uncertainty of operating activities, the Company is required to make judgments, estimates and assumptions about the carrying amounts of items in the financial statements that cannot be measured accurately. These judgments, estimates and assumptions are based on the historical experience of the Company's management and are made taking other relevant factors into consideration. Actual results may differ from the Company's estimates.
The Company regularly reviews the aforementioned judgments, estimates and assumptions on a going concern basis. Changes in accounting estimates that affect only the current period are recognized in the current period; changes that affect both the current period and future periods
are recognized in both the current period and future periods in which they affect.
With respect to development expenditures, the Company has made the following significant judgments in applying accounting policies, which have had a material impact on the amounts recognized in the financial statements:
The issuer classifies R&D projects into the research phase and the development phase. The determination of whether a project has entered the development phase is based on the results of verification and evaluation of the production processes relevant to the R&D project. Prior to large-scale production, the issuer's expenditures related to design and testing phases for the final application of production processes constitute development-phase expenditures. Where such expenditures simultaneously satisfy the capitalization criteria for the development phase, they are capitalized. Development-phase expenditures that do not satisfy the criteria are recognized in profit or loss for the current period. Development expenditures that have previously been expensed in profit or loss are not subsequently recognized as assets. The basis for determining whether development-phase capitalization criteria are met includes: (1) the development of the production process has been fully demonstrated by the technical team; (2) management has approved the budget for the development of the production process; (3) prior market research and analysis indicates that the products manufactured using the production process have market promotion capability; (4) there are sufficient technical and financial resources to support the development activities and subsequent large-scale production of the production process, and the expenditures on the development of the production process can be reliably aggregated.
At the balance sheet date, the key assumptions and uncertainties in accounting estimates that are likely to result in material adjustments to the carrying amounts of assets and liabilities in future periods are primarily:
As described in "(III) Inventories" under "V. Significant Accounting Policies and Accounting Estimates" in this section, inventories are measured at the lower of cost and net realizable value. When net realizable value is lower than cost, a provision for inventory write-downs is recognized. For raw materials and work in progress, the net realizable value is determined based on the estimated selling price of the corresponding finished goods less the costs estimated to be incurred until completion, estimated selling expenses, and related taxes and levies; for finished goods, the net realizable value is determined based on estimated selling prices less estimated selling expenses and related taxes and levies. The Company is required to make estimates of the future sales volume, estimated selling price, costs to be incurred until completion, selling expenses, and related taxes and levies. If the revised estimates differ from existing estimates, the difference will affect the carrying amount of inventories in the period of the estimate change.
For details on the Company's provision for inventory write-downs, please refer to "Section X: Analysis of Asset Quality" – "(I) Analysis of Asset Structure" – "2. Analysis of Current Assets" – "(7) Inventories" in this section.
As described in "(IV) Fixed Assets" under "V. Significant Accounting Policies and Accounting Estimates" in this section, the Company reviews the useful lives and estimated net residual values of fixed assets at least at the end of each year. Estimates of useful lives and net residual values are based on historical experience with the actual useful lives and residual values of fixed assets of similar nature and function, and may be subject to significant changes due to technological innovation. When the estimated useful lives and net residual values of fixed assets differ from previous estimates, the Company makes a change in accounting estimate. During the reporting period, management has not identified any circumstances requiring a shortening or extension of the useful lives of fixed assets or a change in estimated net residual values.
Management regularly reviews long-term assets for indications of impairment and recognizes asset impairment losses when the carrying amount of a long-term asset is below its recoverable amount. Indicators of impairment that the Company considers include, but are not limited to, significantly lower-than-expected business or production performance, clearly negative industry or economic trends, and significant changes in the use of assets or plans for significant changes. Long-term assets mainly include long-term equity investments, fixed assets, construction in progress, intangible assets, development expenditures, right-of-use assets and other non-current assets.
Where impairment testing indicates that the recoverable amount of an asset is lower than its carrying amount, an impairment provision is recognized for the difference and included in impairment losses. The recoverable amount is the higher of the fair value of the asset less costs of disposal and the present value of the asset's estimated future cash flows. Impairment provisions are calculated and recognized on an individual asset basis; if it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount is determined based on the asset group to which the asset belongs. An asset group is the smallest combination of assets capable of independently generating cash inflows.
When estimating the present value of future cash flows, management is required to estimate the future cash flows of the asset or asset group and determine their present value. If the revised recoverable amount is lower than the current estimate, the difference will affect the carrying amount of the asset.
During the reporting period, the Company had no changes in accounting policies with a material impact on the financial statements, and no significant changes in accounting estimates.
In accordance with the relevant provisions of the Interpretive Announcement No. 1 on Information Disclosure for Companies Offering Securities to the Public — Non-recurring Gains and Losses (2023 Revision) (CSRC Announcement [2023] No. 65) issued by the China Securities Regulatory Commission, the Company has prepared a schedule of non-recurring gains and losses for the most recent three years and one period. The data for fiscal year 2022 have been adjusted in accordance with the above provisions. Deloitte has issued a "Special Report on the Schedule of Non-recurring Gains and Losses of Changxin Technology Group Co., Ltd." (Deloitte Report
(Letter) No. (25) Q01248). The specific details of the Company's non-recurring gains and losses during the reporting period are as follows:
| Non-recurring Gains and Losses Items | January–June 2025 | FY 2024 | FY 2023 | FY 2022 | |---|---|---|---|---| | Gains and losses on disposal of non-current assets, including the write-back of impairment provisions previously recognized | 206.82 | -8,799.81 | -678.08 | -137.51 | | Gains and losses from changes in fair value of financial assets and financial liabilities held by non-financial enterprises, and gains and losses from disposal of financial assets and financial liabilities, other than those from effective hedging activities related to the Company's normal operations | -34,114.45 | -5,965.20 | -1,822.58 | 36,378.58 | | Share-based payment expenses recognized at once due to cancellation or modification of equity incentive plans | — | — | -49,301.82 | — | | Other non-operating income and expenses other than the above items | 756.51 | 1,241.67 | 12,470.80 | 4,122.79 | | Other gains and losses items meeting the definition of non-recurring gains and losses | 58,989.28 | 133,879.50 | 125,859.44 | 14,677.45 | | **Subtotal** | **25,838.16** | **120,356.16** | **86,527.76** | **55,041.31** | | Less: Income tax effect of non-recurring gains and losses | — | — | — | — | | Less: Effect of non-recurring gains and losses attributable to minority shareholders | 20,390.13 | 47,841.65 | 45,305.09 | 25,255.70 | | **Net effect of non-recurring gains and losses attributable to shareholders of the parent company** | **5,448.02** | **72,514.51** | **41,222.66** | **29,785.61** | | Net profit attributable to shareholders of the parent company | -233,205.82 | -714,488.72 | -1,633,977.72 | -832,800.39 | | Net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses | -238,653.84 | -787,003.23 | -1,675,200.38 | -862,586.00 |
During each period of the reporting period, the net effect of non-recurring gains and losses attributable to shareholders of the parent company was RMB 29,785.61 million, RMB 41,222.66 million, RMB 72,514.51 million, and RMB 5,448.02 million respectively, primarily comprising fair value changes gains and losses and investment income.
| Tax Category | Tax Basis | Tax Rate | |---|---|---| | Value Added Tax (VAT) | Taxable value added amount (tax payable is calculated as taxable sales multiplied by the applicable rate minus deductible input VAT for the period) | 3% (levy rate), 6%, 9%, 13% | | Urban Maintenance and Construction Tax | Actual VAT paid | 7%, 5% | | Education Surcharge | Actual VAT paid | 3% | | Local Education Surcharge | Actual VAT paid | 2% | | Consumption Tax (Japan) | Taxable value added amount (sales multiplied by the applicable rate minus purchase amount multiplied by the applicable rate) | 10% | | Property Tax | Portion levied on rental: 12% of rental income; Portion levied on value: 1.2% of the original value of the property after a one-time deduction of 10%–30% | 12%, 1.2% | | Stamp Duty | Various stamp duty taxable contracts including purchase and sale contracts, contracting contracts, construction contracts, technology contracts, loan contracts, property leasing contracts, business account books and taxable instruments of property rights transfer | 0.03%, 0.005%, 0.1%, 0.025%, 0.05% |
| Tax Category | Tax Basis | Tax Rate | |---|---|---| | Land Use Tax | Land area | RMB 3, 5 per square meter | | Enterprise Income Tax | Taxable income | See enterprise income tax details in the table below |
Note: Changxin Technology (长鑫科技), Changxin Memory (长鑫存储), Changxin Xinqiao (长鑫新桥) and Changxin Kefu (长鑫科服) calculate land use tax at RMB 5 per square meter; Changxin Jidian (长鑫集电) calculates land use tax at RMB 3 per square meter.
During the reporting period, except for Company A, Company B and Company C, the enterprise income tax rates applicable to the Company and its subsidiaries are as follows:
| Taxpaying Entity | Primary Place of Registration/Operations | Enterprise Income Tax Rate | | | | |---|---|---|---|---|---| | | | Jan–Jun 2025 | FY 2024 | FY 2023 | FY 2022 | | Changxin Technology (长鑫科技) | Hefei, Anhui Province | 15% | 15% | 15% | 25% | | Changxin Memory (长鑫存储) | Hefei, Anhui Province | 15% | 15% | 15% | 15% | | Changxin Hong Kong (长鑫香港) | Hong Kong, China | 8.25% and 16.5% | 8.25% and 16.5% | 8.25% and 16.5% | 8.25% and 16.5% | | Changxin Kefu (长鑫科服) | Hefei, Anhui Province | 25% | 25% | 25% | 25% | | Jiuxin Technology (久芯科技) | Beijing | 20% | 20% | 25% | 25% | | Company G | Shanghai | 15% | 15% | 15% | 15% | | Changxin Xinqiao (长鑫新桥) | Hefei, Anhui Province | 25% | 25% | 25% | 25% | | Changxin Xi'an (长鑫西安) | Xi'an, Shaanxi Province | 20% | 20% | 20% | 20% | | Changxin Japan (长鑫日本) | Kanagawa Prefecture, Japan | 23.20% | 23.20% | 23.20% | 23.20% | | Changxin Jidian (长鑫集电) | Beijing | 15% | 15% | 15% | 25% | | Changxin Jidian Semiconductor (长鑫集电半导体) | Beijing | 20% | 20% | 20% | 20% | | Changxin Jidian Technology (长鑫集电科技) | Beijing | 20% | 20% | 20% | 20% | | Changxin Xinjü (长鑫芯聚) | Hefei, Anhui Province | 25% | 25% | 25% | 25% | | Qihang Xinrui (启航鑫睿) | Hefei, Anhui Province | 25% | 20% | 20% | 20% | | Changxin Xinyuan (长鑫芯元) | Hefei, Anhui Province | 20% | 20% | 20% | 20% | | Changxin Technology Hefei (长鑫科技合肥) | Hefei, Anhui Province | 25% | 20% | 20% | 20% | | Changxin Products Hefei (长鑫产品合肥) | Hefei, Anhui Province | 25% | 25% | 25% | 20% | | Changxin Minke (长鑫闵科) | Shanghai | 25% | 25% | 25% | N/A | | Anhui New Generation (安徽新一代) | Hefei, Anhui Province | N/A | N/A | N/A | N/A | | Qihang Chuangxin (启航创芯) | Hefei, Anhui Province | N/A | N/A | N/A | N/A | | Changxin Xinda (长鑫芯达) | Hefei, Anhui Province | 20% | 20% | 20% | N/A | | Changxin Xinan (长鑫芯安) | Hefei, Anhui Province | N/A | N/A | N/A | N/A | | Changxin Shenxin (长鑫深芯) | Shenzhen, Guangdong Province | 20% | 20% | 20% | N/A | | Changxin Xinrui (长鑫芯瑞) | Beijing | 25% | 20% | N/A | N/A |
| Taxpaying Entity | Primary Place of Registration/Operations | Enterprise Income Tax Rate | | | | |---|---|---|---|---|---| | | | Jan–Jun 2025 | FY 2024 | FY 2023 | FY 2022 | | Company E | Shanghai | 25% | 25% | N/A | N/A | | Changxin Huixin (长鑫汇芯) | Hefei, Anhui Province | 25% | N/A | N/A | N/A | | Changxin Huixin Beijing (长鑫汇芯北京) | Beijing | 25% | N/A | N/A | N/A |
Note 1: Changxin Hong Kong (长鑫香港) applies the profits tax rates of Hong Kong, China. Hong Kong implements a two-tiered profits tax system: a rate of 8.25% applies to assessable profits not exceeding (inclusive) HKD 2,000,000, and a rate of 16.5% applies to assessable profits exceeding HKD 2,000,
| Product Category | Item | January–June 2025 | FY2024 | FY2023 | |---|---|---|---|---| | DDR Series Products | Unit Price | 24.56% | 54.72% | -46.61% | | | Sales Volume (by capacity) | - | 12.28% | 132.05% | | | Revenue | - | 73.71% | 23.89% | | LPDDR Series Products | Unit Price | -17.03% | 54.63% | -42.74% | | | Sales Volume (by capacity) | - | 89.51% | 83.87% | | | Revenue | - | 193.04% | 5.29% |
Note: The unit price change for January–June 2025 represents the change relative to the full year 2024.
During the reporting period, the Company's production capacity was under continuous construction, and DRAM product sales volumes grew rapidly. However, unit product prices experienced significant fluctuations due to factors including the macroeconomic environment, industry cyclical fluctuations, and the Company's own product mix optimization.
Regarding unit prices: Affected by the historically rare DRAM industry downcycle from the second half of 2022 to the first half of 2023, unit prices of the Company's major DRAM products fell sharply in 2023. As the industry gradually recovered and the Company optimized its product mix, the Company's average product prices rebounded in 2024. Since the second half of 2024, due to the recovery of DRAM product supply while downstream demand had not yet fully recovered, selling unit prices for the Company's major products declined slightly. However, as DDR5 products with higher unit prices ramped up rapidly and their revenue share increased swiftly in the first half of 2025, unit prices for the DDR series products rose significantly.
Regarding sales volumes: During the reporting period, the Company's sales volumes increased rapidly in line with capacity construction. From 2022 to 2024, the compound annual growth rates of sales volumes for the DDR series and LPDDR series were as high as 61.41% and 86.67%, respectively. In the first half of 2025, the Company's major product sales volumes increased further; with the rapid ramp-up of DDR5 products, the DDR series product sales volume had already exceeded the full-year 2024 volume.
During each reporting period, the Company's revenue from principal operations broken down by geographic region was as follows:
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Domestic | 960,951.06 | 63.12% | 702,002.27 | 29.34% | 181,677.22 | 20.05% | 114,470.94 | 14.16% | | Overseas | 561,424.93 | 36.88% | 1,690,872.87 | 70.66% | 724,637.15 | 79.95% | 693,978.19 | 85.84% | | Of which: Hong Kong, China | 561,336.73 | 36.87% | 1,630,747.39 | 68.15% | 680,221.72 | 75.05% | 617,124.08 | 76.33% | | Other regions | 88.20 | 0.01% | 60,125.48 | 2.51% | 44,415.43 | 4.90% | 76,854.11 | 9.51% | | **Total** | **1,522,375.99** | **100.00%** | **2,392,875.14** | **100.00%** | **906,314.37** | **100.00%** | **808,449.13** | **100.00%** |
During the reporting period, the Company's overseas revenue as a proportion of total revenue was 85.84%, 79.95%, 70.66%, and 36.88%, respectively. From 2022 to 2024, the majority of the Company's principal business revenue came from Hong Kong, China, primarily because Hong Kong is an international trading hub for semiconductor products with many conveniences in foreign exchange settlement, and most of the Company's customers prefer to conduct transactions in U.S. dollars in Hong Kong. In the first half of 2025, the proportion of the Company's domestic revenue increased significantly, mainly because some distributor customers increased the volume of RMB-denominated transactions conducted through domestic entities for financing convenience and security reasons, and the Company's sales scale to domestic direct customers increased substantially.
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Distribution Model | 1,114,556.15 | 73.21% | 2,055,615.46 | 85.91% | 767,564.89 | 84.69% | 709,620.77 | 87.78% | | Direct Sales Model | 407,819.84 | 26.79% | 337,259.68 | 14.09% | 138,749.48 | 15.31% | 98,828.35 | 12.22% | | **Total** | **1,522,375.99** | **100.00%** | **2,392,875.14** | **100.00%** | **906,314.37** | **100.00%** | **808,449.13** | **100.00%** |
The Company sells its products through a combination of distribution and direct sales. During each reporting period, the proportion of distribution model revenue to principal business revenue was 87.78%, 84.69%, 85.91%, and 73.21%, respectively, with distribution model revenue accounting for a relatively high proportion. In the first half of 2025, as the Company's sales scale to direct customers such as Customer D and Customer C increased, the proportion of direct sales model revenue increased somewhat.
During each reporting period, the Company's revenue from principal operations broken down by quarter was as follows:
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Q1 | 614,438.98 | 40.36% | 466,437.50 | 19.49% | 108,227.07 | 11.94% | 186,694.73 | 23.09% | | Q2 | 907,937.02 | 59.64% | 481,931.55 | 20.14% | 151,612.76 | 16.73% | 247,187.00 | 30.58% | | Q3 | - | - | 657,827.03 | 27.49% | 249,296.90 | 27.51% | 187,862.26 | 23.24% | | Q4 | - | - | 786,679.06 | 32.88% | 397,177.64 | 43.82% | 186,705.14 | 23.09% | | **Total** | **1,522,375.99** | **100.00%** | **2,392,875.14** | **100.00%** | **906,314.37** | **100.00%** | **808,449.13** | **100.00%** |
During the reporting period, the Company did not exhibit significant seasonal revenue characteristics. Changes in quarterly revenue and proportions were primarily driven by continuously increasing production and sales volumes as well as price fluctuations caused by industry cycles.
The revenue amounts and proportions for Q3 and Q4 of 2022 were lower than those for the first two quarters, mainly because starting in the second half of 2022, the Company's DRAM product unit prices fell sharply due to industry cycle influences,
resulting in revenue and its proportion declining despite sales volumes increasing significantly compared to the first half. In 2023 and 2024, with the Company's production and sales volumes continuing to grow rapidly and the market gradually recovering, the Company's principal business revenue showed a trend of quarter-over-quarter growth from Q1 to Q4.
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Principal Business Cost | 1,328,685.64 | 98.93% | 2,273,346.14 | 99.58% | 926,175.87 | 99.99% | 838,102.87 | 98.07% | | Other Business Cost | 14,402.14 | 1.07% | 9,607.51 | 0.42% | 80.73 | 0.01% | 16,459.99 | 1.93% | | **Total** | **1,343,087.78** | **100.00%** | **2,282,953.66** | **100.00%** | **926,256.60** | **100.00%** | **854,562.86** | **100.00%** |
During each reporting period, the Company's principal business costs were RMB 838,102.87 ten thousand, RMB 926,175.87 ten thousand, RMB 2,273,346.14 ten thousand, and RMB 1,328,685.64 ten thousand, respectively. The principal business cost as a proportion of total operating costs was above 95% in all periods, and principal business costs increased as the Company's production and sales scale expanded.
During each reporting period, the Company's principal business costs broken down by business category were as follows:
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | DDR Series | 309,790.01 | 23.32% | 327,822.11 | 14.42% | 188,798.74 | 20.38% | 154,639.35 | 18.45% | | LPDDR Series | 985,193.11 | 74.15% | 1,874,166.61 | 82.44% | 705,022.81 | 76.12% | 674,653.51 | 80.50% | | Other Products and Services | 33,702.52 | 2.54% | 71,357.42 | 3.14% | 32,354.32 | 3.49% | 8,810.02 | 1.05% | | **Total** | **1,328,685.64** | **100.00%** | **2,273,346.14** | **100.00%** | **926,175.87** | **100.00%** | **838,102.87** | **100.00%** |
During each reporting period, the Company's principal business costs were RMB 838,102.87 ten thousand, RMB 926,175.87 ten thousand, RMB 2,273,346.14 ten thousand, and RMB 1,328,685.64 ten thousand, respectively. These were primarily the sales costs of DDR series and LPDDR series products, which as a proportion of principal business costs were 98.95%, 96.51%, 96.86%, and 97.46%, respectively.
During each reporting period, the Company's principal business costs broken down by cost nature were as follows:
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Direct Materials | 29,892.31 | 2.25% | 72,810.94 | 3.20% | 58,900.52 | 6.36% | 26,271.43 | 3.13% | | Direct Labor | 50,965.31 | 3.84% | 93,699.22 | 4.12% | 64,751.36 | 6.99% | 42,062.31 | 5.02% | | Manufacturing Overhead | 1,370,979.02 | 103.18% | 2,339,225.05 | 102.90% | 1,809,208.98 | 195.34% | 1,027,668.06 | 122.62% | | Other Costs | -123,151.00 | -9.27% | -232,389.07 | -10.22% | -1,006,685.00 | -108.69% | -257,898.92 | -30.77% | | **Total** | **1,328,685.64** | **100.00%** | **2,273,346.14** | **100.00%** | **926,175.87** | **100.00%** | **838,102.87** | **100.00%** |
During each reporting period, the Company's principal business costs consisted of direct materials, direct labor, manufacturing overhead, and other costs. Other costs all came from the reversal of inventory write-down provisions. During the reporting period, due to rapid capacity ramp-up and continuous technology iteration, the depreciation and amortization within manufacturing overhead was large, and unit production costs were high. For inventories where production costs exceeded selling prices, the Company recorded inventory write-down provisions; when inventories for which write-down provisions had been recorded were sold, the reversal of these provisions reduced principal business costs.
In 2023, the amount of inventory write-down provision reversals increased substantially. The main reason was that the Company's sales volume increased rapidly with capacity construction, but product prices fell sharply during the year due to industry cycle influences, causing both the recording and reversal of inventory write-down provisions to increase significantly. In 2024 and the first half of 2025, as the DRAM industry recovered and the Company's product mix was optimized, product selling prices continued to rise, while unit production costs continued to decline due to the increasing effects of economies of scale and lean production management. The scale of inventory write-down provision reversals decreased substantially.
Excluding the impact of inventory write-down provision reversals on principal business costs, the composition of the Company's principal business costs was as follows:
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Direct Materials | 29,892.31 | 2.06% | 72,810.94 | 2.91% | 58,900.52 | 3.05% | 26,271.43 | 2.40% | | Direct Labor | 50,965.31 | 3.51% | 93,699.22 | 3.74% | 64,751.36 | 3.35% | 42,062.31 | 3.84% | | Manufacturing Overhead | 1,370,979.02 | 94.43% | 2,339,225.05 | 93.35% | 1,809,208.98 | 93.60% | 1,027,668.06 | 93.77% | | **Total** | **1,451,836.64** | **100.00%** | **2,505,735.21** | **100.00%** | **1,932,860.86** | **100.00%** | **1,096,001.79** | **100.00%** |
After excluding the impact of inventory write-down provision reversals, during the reporting period, the proportions of the Company's direct materials, direct labor, and manufacturing overhead remained stable, and the scale of each cost item within principal business costs increased in line with business scale growth. As economies of scale gradually emerged and lean production management improved, the growth rate of the Company's operating costs during the reporting period was significantly lower than the growth rate of product sales volumes.
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Overall Gross Profit (Before Reversal) | 77,547.70 | -97,530.03 | -1,024,226.88 | -283,807.30 | | Overall Gross Profit | 200,704.68 | 134,871.21 | -17,541.88 | -25,908.39 | | Overall Gross Margin (Before Reversal) | 5.02% | -4.03% | -112.71% | -34.25% | | Overall Gross Margin | 13.00% | 5.58% | -1.93% | -3.13% | | Principal Business Gross Profit (Before Reversal) | 70,539.35 | -112,860.07 | -1,026,546.49 | -287,552.66 | | Principal Business Gross Profit | 193,690.35 | 119,528.99 | -19,861.50 | -29,653.74 | | Principal Business Gross Margin (Before Reversal) | 4.63% | -4.72% | -113.27% | -35.57% | | Principal Business Gross Margin | 12.72% | 5.00% | -2.19% | -3.67% |
Note: "Before Reversal" figures exclude the impact of inventory write-down provision reversals.
During each reporting period, the Company's overall gross profit was RMB -25,908.39 ten thousand, RMB -17,541.88 ten thousand, RMB 134,871.21 ten thousand, and RMB 200,704.68 ten thousand, respectively. The Company's overall gross margin was -3.13%, -1.93%, 5.58%, and 13.00%, respectively. After excluding the impact of inventory write-down provision reversals, the Company's overall gross margin was -34.25%, -112.71%, -4.03%, and 5.02%, respectively, showing a trend of declining first and then rising.
The Company's overall gross profit is primarily composed of principal business gross profit. After excluding the impact of inventory write-down provision reversals, the Company's principal business gross margin was negative from 2022 to 2024, mainly because the Company was in a stage of rapid capacity construction and ramp-up, with economies of scale not yet fully realized and relatively high product production costs.
During each reporting period, excluding the impact of inventory write-down provision reversals, the composition of the Company's principal business gross profit was as follows:
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | DDR Series | 80,039.50 | 113.47% | -85,270.32 | 75.55% | -198,719.47 | 19.36% | -48,266.29 | 16.79% | | LPDDR Series | 7,530.14 | 10.68% | -24,355.09 | 21.58% | -820,008.17 | 79.88% | -247,184.58 | 85.96% | | Other Products and Services | -17,030.29 | -24.14% | -3,234.66 | 2.87% | -7,818.86 | 0.76% | 7,898.21 | -2.75% | | **Total** | **70,539.35** | **100.00%** | **-112,860.07** | **100.00%** | **-1,026,546.49** | **100.00%** | **-287,552.66** | **100.00%** |
During the reporting period, excluding the impact of inventory write-down provision reversals, the Company's principal business gross profit remained negative from 2022 to 2024,
turned positive in the first half of 2025, showing an overall trend of declining first and then rising. In 2023, the Company's principal business gross profit declined sharply, primarily because the Company's sales volume increased rapidly while the DRAM industry was in a deep downcycle, and product selling prices continued to fall, causing the overall scale of negative gross profit to expand significantly. From 2024 to the first half of 2025, as downstream demand recovered and high-margin new products such as DDR5 and LPDDR5 ramped up rapidly, the negative gross profit scale of the Company's major DDR series and LPDDR series products declined substantially and turned positive in the first half of 2025, significantly improving the Company's principal business gross profit situation.
During each reporting period, excluding the impact of inventory write-down provision reversals, the Company's principal business gross margins were as follows:
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Gross Margin | Revenue % | Gross Margin | Revenue % | Gross Margin | Revenue % | Gross Margin | Revenue % | | DDR Series | 18.90% | 27.82% | -26.87% | 13.26% | -108.76% | 20.16% | -32.73% | 18.24% | | LPDDR Series | 0.71% | 69.74% | -1.23% | 82.74% | -121.37% | 74.54% | -38.52% | 79.37% | | Other Products and Services | -45.85% | 2.44% | -3.38% | 4.00% | -16.29% | 5.30% | 40.91% | 2.39% | | **Total** | **4.63%** | **100.00%** | **-4.72%** | **100.00%** | **-113.27%** | **100.00%** | **-35.57%** | **100.00%** |
During the reporting period, excluding the impact of inventory write-down provision reversals, the Company's selling gross margins for major DRAM products were -37.44%, -118.69%, -4.77%, and 5.90%, respectively, showing a trend of declining first and then rising.
The Company's gross margin declined significantly year-on-year in 2023, primarily because the DRAM industry experienced a downcycle from the second half of 2022 to the first half of 2023, with product prices falling sharply, which had a major impact on gross margins. Since 2024, the Company's gross margins have continued to rise, primarily because the Company's product unit prices increased as the DRAM industry gradually recovered and the Company's product mix was optimized, while unit production costs declined due to the gradual realization of economies of scale and lean production management.
During each reporting period, excluding the impact of inventory write-down provision reversals, the changes in unit prices, unit costs, and gross margins for the Company's major DRAM products were as follows:
| Product Category | Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---|---| | DDR Series | Unit Price Change | 24.56% | 54.72% | -46.61% | - | | | Unit Cost Change | -20.37% | -5.98% | -16.03% | - |
| Product Category | Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---|---| | | Gross Margin | 18.90% | -26.87% | -108.76% | -32.73% | | LPDDR Series | Unit Price Change | -17.03% | 54.63% | -42.74% | - | | | Unit Cost Change | -18.62% | -29.29% | -8.49% | - | | | Gross Margin | 0.71% | -1.23% | -121.37% | -38.52% |
Note 1: The above unit costs and gross margins are presented excluding the impact of inventory write-down provision reversals. Note 2: The unit price and unit cost changes for January–June 2025 represent changes relative to the full year 2024.
During the reporting period, the gross margins of both the DDR and LPDDR series products showed a trend of declining first and then rising, primarily because the selling unit prices of the relevant products fluctuated with the DRAM industry cycle. In addition, regarding unit costs, as capacity construction and operating scale continued to expand, economies of scale gradually emerged, and through lean production management to improve output, the unit costs of major products declined year by year.
In 2024, the LPDDR series products had lower unit costs and higher gross margins than the DDR series products, primarily because the LPDDR series products had a larger sales scale, with a higher proportion of revenue from advanced process platform products, making the effects of economies of scale, production process improvements, and lean production management on unit cost reduction more pronounced. In the first half of 2025, the DDR series products had higher unit prices and gross margins than the LPDDR series products, primarily because high-priced, high-margin DDR5 products ramped up rapidly and their revenue proportion increased quickly during the period.
During the reporting period, the comparison of the Company's overall gross margin with comparable listed companies was as follows:
| Company | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Samsung Electronics (三星电子) | 34.89% | 37.99% | 30.33% | 37.12% | | SK Hynix (SK 海力士) | 55.39% | 48.08% | -1.63% | 35.02% | | Micron Technology (美光科技) | 37.65% | 22.35% | -9.11% | 45.18% | | Nanya Technology (南亚科技) | -18.28% | -1.23% | -15.00% | 37.47% | | TSMC (台积电) | 58.70% | 56.12% | 54.36% | 59.56% | | SMIC (中芯国际) | 21.91% | 18.59% | 21.89% | 38.30% | | China Resources Micro (华润微) | 25.65% | 27.19% | 32.22% | 36.71% | | **Average** | **30.84%** | **29.87%** | **16.15%** | **41.34%** | | **Issuer (Before Reversal)** | **5.02%** | **-4.03%** | **-112.71%** | **-34.25%** | | **Issuer** | **13.00%** | **5.58%** | **-1.93%** | **-3.13%** |
Note 1: Data sourced from comparable listed companies' periodic reports. Note 2: "Before Reversal" figures exclude the impact of inventory write-down provision reversals.
During the reporting period, excluding the impact of inventory write-down provision reversals, the Company's overall gross margins were -34.25%,
-112.71%, -4.03%, and 5.02%, respectively, which were below the average level of comparable companies. On one hand, this is because the Company's business model differs from that of foundry companies such as SMIC (中芯国际) and TSMC (台积电), and there are significant differences in product types compared to China Resources Micro (华润微). On the other hand, the main reason is that the Company is still in a stage of rapid capacity ramp-up, at a different development stage from IDM companies in the DRAM sector such as Samsung Electronics (三星电子), SK Hynix (SK 海力士), Micron Technology (美光科技), and Nanya Technology (南亚科技). The Company's depreciation and amortization amounts are large, product production costs are relatively high, and economies of scale have not yet been fully realized.
From the trend of gross margin changes, affected by the cyclical market price fluctuations of the DRAM industry, the Company's gross margin showed a trend of declining first and then rising, which is broadly consistent with IDM companies in the DRAM sector such as Micron Technology (美光科技) and SK Hynix (SK 海力士), and these companies also experienced negative gross margins at the cyclical price trough in 2023. In the first half of 2025, Nanya Technology's (南亚科技) gross margin declined compared to 2024 due to factors including declines in its major product prices, while the Issuer's gross margin has surpassed Nanya Technology's and turned positive.
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Property Tax | 5,936.39 | 8,905.80 | 5,442.28 | 3,598.93 | | Stamp Duty | 4,137.58 | 6,151.37 | 3,354.92 | 4,232.89 | | Water Conservancy Fund | 2,028.77 | 1,906.09 | 690.37 | 758.88 | | Land Use Tax | 305.39 | 576.56 | 573.30 | 522.39 | | Urban Maintenance & Construction Tax and Education Surcharge | 134.58 | 188.89 | 144.23 | 266.23 | | Other | 205.69 | 547.52 | 454.39 | 324.75 | | **Total** | **12,748.40** | **18,276.24** | **10,659.48** | **9,704.06** |
During each reporting period, the Company's taxes and surcharges were RMB 9,704.06 ten thousand, RMB 10,659.48 ten thousand, RMB 18,276.24 ten thousand, and RMB 12,748.40 ten thousand, respectively, primarily consisting of property tax, stamp duty, water conservancy fund, land use tax, urban maintenance and construction tax, and education surcharges.
During each reporting period, the amount and expense ratio of the Company's period expenses were as follows:
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | Expense Ratio | Amount | Expense Ratio | Amount | Expense Ratio | Amount | Expense Ratio | | Selling Expenses | 13,562.74 | 0.88% | 22,397.40 | 0.93% | 17,109.65 | 1.88% | 10,573.86 | 1.28% |
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | Expense Ratio | Amount | Expense Ratio | Amount | Expense Ratio | Amount | Expense Ratio | | Administrative Expenses | 98,631.85 | 6.39% | 235,831.45 | 9.75% | 227,467.73 | 25.03% | 87,162.80 | 10.52% | | R&D Expenses | 366,072.80 | 23.71% | 460,728.35 | 19.06% | 452,047.07 | 49.75% | 248,638.83 | 30.01% | | Finance Expenses | 95,197.74 | 6.17% | 220,428.30 | 9.12% | 193,444.80 | 21.29% | 179,567.10 | 21.67% | | **Total** | **573,465.14** | **37.15%** | **939,385.51** | **38.85%** | **890,069.25** | **97.95%** | **525,942.59** | **63.47%** |
During each reporting period, the Company's period expenses were RMB 525,942.59 ten thousand, RMB 890,069.25 ten thousand, RMB 939,385.51 ten thousand, and RMB 573,465.14 ten thousand, respectively. Among these, the increase in period expenses in 2023 was mainly attributable to the growth of share-based payments arising from employee equity incentives, as well as depreciation and amortization.
During each reporting period, the Company's period expense ratio was 63.47%, 97.95%, 38.85%, and 37.15%, respectively. During the reporting period, the Company's production and sales volumes grew continuously and rapidly. However, the industry cycle from the second half of 2022 to the first half of 2023 had some impact on the growth of the Company's revenue scale. Meanwhile, share-based payment amounts increased significantly in 2023, resulting in higher period expense ratios in 2022 and 2023. In 2024, as the industry gradually recovered and the Company's product mix was continuously optimized, operating revenue grew rapidly and the period expense ratio declined significantly.
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Employee Compensation | 4,871.41 | 35.92% | 6,515.79 | 29.09% | 6,127.15 | 35.81% | 6,611.20 | 62.52% | | Share-based Payments | 2,716.69 | 20.03% | 7,936.45 | 35.43% | 6,222.46 | 36.37% | 339.24 | 3.21% | | Platform Certification Fees | 3,144.21 | 23.18% | 4,002.00 | 17.87% | 2,431.44 | 14.21% | 2,047.09 | 19.36% | | Sample Fees | 1,405.06 | 10.36% | 1,476.65 | 6.59% | 595.97 | 3.48% | 481.60 | 4.55% | | Travel Expenses | 548.00 | 4.04% | 904.68 | 4.04% | 569.70 | 3.33% | 277.00 | 2.62% | | Depreciation and Amortization | 269.28 | 1.99% | 472.64 | 2.11% | 253.73 | 1.48% | 336.88 | 3.19% | | Office Expenses | 245.24 | 1.81% | 468.27 | 2.09% | 292.94 | 1.71% | 171.07 | 1.62% | | Business Entertainment | 215.23 | 1.59% | 408.75 | 1.82% | 289.06 | 1.69% | 185.35 | 1.75% | | Other | 147.64 | 1.09% | 212.19 | 0.95% | 327.20 | 1.91% | 124.44 | 1.18% | | **Total** | **13,562.74** | **100.00%** | **22,397.40** | **100.00%** | **17,109.65** | **100.00%** | **10,573.86** | **100.00%** |
During each reporting period, the Company's selling expenses were RMB 10,573.86 ten thousand, RMB 17,109.65 ten thousand, RMB 22,397.40 ten thousand, and RMB 13,562.74 ten thousand, respectively, growing overall in line with the expansion of the Company's business scale. The Company's selling expenses mainly consist of employee compensation,
share-based payments, platform certification fees, and sample fees.
In 2023, the Company's selling expenses increased compared to 2022, primarily because the share-based payment expenses for sales personnel arising from the Company's implementation of employee stock ownership plans and equity incentives increased substantially. In 2024, the Company's selling expenses increased compared to 2023, mainly because share-based payment expenses arising from equity incentives granted to sales personnel continued to increase, and platform certification fees arising from adapting the Company's products to main controller chip platforms increased with the Company's significant business scale growth and product line enrichment.
During the reporting period, the comparison of the Company's selling expense ratio with comparable companies was as follows:
| Company | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Nanya Technology (南亚科技) | 1.89% | 1.95% | 1.97% | 1.32% | | TSMC (台积电) | 0.45% | 0.45% | 0.49% | 0.44% | | SMIC (中芯国际) | 0.54% | 0.49% | 0.56% | 0.46% | | China Resources Micro (华润微) | 1.53% | 1.56% | 1.69% | 1.67% | | **Average** | **1.10%** | **1.11%** | **1.18%** | **0.97%** | | **Issuer** | **0.88%** | **0.93%** | **1.88%** | **1.28%** |
Note 1: Data sourced from comparable listed companies' periodic reports. Note 2: Samsung Electronics (三星电子), SK Hynix (SK 海力士), and Micron Technology (美光科技) do not separately disclose selling expenses and administrative expenses amounts, so comparisons are not made here.
During each reporting period, the Company's selling expense ratio was 1.28%, 1.88%, 0.93%, and 0.88%, respectively. Overall, it was higher than TSMC (台积电) and SMIC (中芯国际), lower than Nanya Technology (南亚科技) and China Resources Micro (华润微), and at an intermediate level among comparable companies.
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Share-based Payments | 46,251.06 | 46.89% | 137,471.05 | 58.29% | 123,856.18 | 54.45% | 4,793.36 | 5.50% | | Employee Compensation | 27,705.76 | 28.09% | 43,044.19 | 18.25% | 60,264.11 | 26.49% | 48,827.77 | 56.02% | | Depreciation and Amortization | 11,616.98 | 11.78% | 21,108.55 | 8.95% | 19,506.20 | 8.58% | 11,603.78 | 13.31% | | Professional Service Fees | 5,835.57 | 5.92% | 19,205.28 | 8.14% | 10,261.38 | 4.51% | 7,873.79 | 9.03% | | Property and Security Fees | 3,833.13 | 3.89% | 5,794.11 | 2.46% | 4,768.12 | 2.10% | 3,363.28 | 3.86% | | Office and Travel Expenses | 1,568.81 | 1.59% | 3,916.11 | 1.66% | 4,312.82 | 1.90% | 3,911.10 | 4.49% | | Other | 1,820.54 | 1.85% | 5,292.16 | 2.24% | 4,498.92 | 1.98% | 6,789.73 | 7.79% | | **Total** | **98,631.85** | **100.00%** | **235,831.45** | **100.00%** | **227,467.73** | **100.00%** | **87,162.80** | **100.00%** |
During each reporting period, the Company's administrative expenses were RMB 87,162.80 ten thousand, RMB 227,467.73 ten thousand, RMB 235,831.45 ten thousand, and RMB 98,631.85 ten thousand, respectively, primarily consisting of share-based payments, employee compensation, depreciation and amortization, and professional service fees, growing in line with the expansion of the Company's business scale.
In 2023, the Company's administrative expenses increased compared to 2022, mainly because the Company provided equity incentives to some key core employees during the year, causing share-based payment expenses and their proportion to increase substantially. In 2024, the Company's administrative expenses increased slightly compared to 2023, mainly due to increases in share-based payment amounts and dismantling fees related to production line technology upgrades included in professional service fees.
During the reporting period, the comparison of the Company's administrative expense ratio with comparable companies was as follows:
| Company | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Nanya Technology (南亚科技) | 4.75% | 5.23% | 6.06% | 3.06% | | TSMC (台积电) | 2.47% | 2.89% | 2.82% | 2.36% | | SMIC (中芯国际) | 7.06% | 6.64% | 6.97% | 6.14% | | China Resources Micro (华润微) | 5.05% | 5.17% | 6.62% | 5.44% | | **Average** | **4.83%** | **4.98%** | **5.62%** | **4.25%** | | **Issuer** | **6.39%** | **9.75%** | **25.03%** | **10.52%** |
Note 1: Data sourced from comparable listed companies' periodic reports. Note 2: Samsung Electronics (三星电子), SK Hynix (SK 海力士), and Micron Technology (美光科技) do not separately disclose selling expenses and administrative expenses amounts, so comparisons are not made here.
During each reporting period, the Company's administrative expense ratio was 10.52%, 25.03%, 9.75%, and 6.39%, respectively, higher than the average of comparable companies. After excluding share-based payments, the administrative expense ratio was 9.94%, 11.40%, 4.07%, and 3.39%, respectively. Since 2024, as the industry recovered and revenue grew rapidly, the Company's administrative expense ratio declined and reached an intermediate level among comparable companies.
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Employee Compensation | 144,623.30 | 39.51% | 153,970.79 | 33.42% | 164,079.56 | 36.30% | 111,090.72 | 44.68% | | R&D Materials | 88,030.75 | 24.05% | 118,997.31 | 25.83% | 84,495.41 | 18.69% | 62,241.39 | 25.03% | | Share-based Payments | 24,399.87 | 6.67% | 86,844.12 | 18.85% | 78,171.69 | 17.29% | 3,294.73 | 1.33% | | Depreciation and Amortization | 65,708.16 | 17.95% | 58,493.85 | 12.70% | 85,020.08 | 18.81% | 35,852.21 | 14.42% | | Testing Service Fees | 29,315.49 | 8.01% | 28,067.54 | 6.09% | 22,516.00 | 4.98% | 15,653.22 | 6.30% |
| Item | January–June 2025 | | FY2024 | | FY2023 | | FY2022 | | |---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | | Other | 13,995.24 | 3.82% | 14,354.73 | 3.12% | 17,764.34 | 3.93% | 20,506.54 | 8.25% | | **Total** | **366,072.80** | **100.00%** | **460,728.35** | **100.00%** | **452,047.07** | **100.00%** | **248,638.83** | **100.00%** |
During each reporting period, the Company's R&D expenses were RMB 248,638.83 ten thousand, RMB 452,047.07 ten thousand, RMB 460,728.35 ten thousand, and RMB 366,072.80 ten thousand, respectively, primarily consisting of employee compensation, R&D materials, share-based payments, depreciation and amortization, and testing service fees. During each reporting period, the Company maintained a high level of R&D investment.
In 2023, the Company's R&D expenses increased compared to 2022, mainly because the Company provided equity incentives to R&D personnel to consolidate and enhance its core technology advantages, causing share-based payment expenses for R&D personnel to increase substantially, and employee compensation increased due to the expansion of the R&D team. In addition, as R&D activities continued, material costs consumed for R&D and depreciation and amortization allocated from increased R&D tape-outs increased accordingly.
In 2024, the Company's R&D expenses increased slightly compared to 2023, mainly because R&D material costs and testing service fees increased with the continued R&D investment in the Company's advanced process platforms and new products. Employee compensation and depreciation and amortization declined compared to 2023, mainly due to the impact of the capitalization of certain R&D expenditures related to technology platform development that the Company implemented in 2024.
During the reporting period, the comparison of the Company's R&D expense ratio with comparable companies was as follows:
| Company | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Samsung Electronics (三星电子) | 11.74% | 11.63% | 10.94% | 8.25% | | SK Hynix (SK 海力士) | 7.39% | 6.70% | 11.45% | 10.03% | | Micron Technology (美光科技) | 10.66% | 13.66% | 20.04% | 10.13% | | Nanya Technology (南亚科技) | 18.30% | 22.52% | 25.34% | 13.77% | | TSMC (台积电) | 6.65% | 7.05% | 8.44% | 7.21% | | SMIC (中芯国际) | 7.34% | 9.42% | 11.03% | 10.00% | | China Resources Micro (华润微) | 10.50% | 11.53% | 11.66% | 9.16% | | **Average** | **10.37%** | **11.79%** | **14.13%** | **9.79%** | | **Issuer** | **23.71%** | **19.06%** | **49.75%** | **30.01%** |
Note: Data sourced from comparable listed companies' periodic reports.
During each reporting period, the Company's R&D expense ratio was 30.01%, 49.75%, 19.06%, and 23.71%, respectively, higher than the average level of comparable companies. This is mainly because the Company has always placed great emphasis on R&D investment, continuously iterating on product and process technology R&D to achieve technological catch-up and enhance the market competitiveness of its products, with R&D investment increasing and remaining at a high level.
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Interest Expense | 154,893.99 | 324,389.78 | 267,734.81 | 149,046.61 | | Less: Capitalized Interest Expense | 9,150.79 | 57,473.47 | 33,666.70 | 30,339.93 | | Less: Interest Income | 32,073.45 | 80,669.10 | 66,328.36 | 53,193.49 | | Service Charges | 2,248.33 | 3,100.91 | 1,805.31 | 1,701.91 | | Foreign Exchange Differences | -20,950.01 | 30,626.65 | 23,514.31 | 112,075.02 | | Other | 229.67 | 453.54 | 385.44 | 276.98 | | **Total** | **95,197.74** | **220,428.30** | **193,444.80** | **179,567.10** |
During each reporting period, the Company's finance expenses were RMB 179,567.10 ten thousand, RMB 193,444.80 ten thousand, RMB 220,428.30 ten thousand, and RMB 95,197.74 ten thousand, respectively, primarily consisting of interest expenses, service charges, foreign exchange differences, and other items. Finance expenses grew year by year during the reporting period, mainly because the Company's continuously expanding production and operation scale led to increasing funding needs, resulting in substantial interest expenses. This is consistent with the characteristics of the Company's stage of production and operation.
During each reporting period, the details of the Company's credit impairment gains (losses) were as follows:
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Accounts Receivable Credit Impairment Gains (Losses) | 331.18 | -716.98 | -137.68 | 356.84 | | Other Receivables Credit Impairment Gains (Losses) | -19.62 | -150.38 | -146.48 | -2.52 | | **Total** | **311.56** | **-867.36** | **-284.16** | **354.32** |
During each reporting period, credit impairment gains (losses) represent the credit impairment gains (losses) recorded by the Company in accordance with its accounting policies for accounts receivable and other receivables. The amounts of credit impairment gains (losses) were relatively small.
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Inventory Write-down Losses | -62,783.73 | -182,688.41 | -1,150,021.06 | -407,810.18 |
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Fixed Asset Impairment Losses | -15,207.38 | -57,155.59 | -27,906.84 | -29,307.32 | | Long-term Prepaid Expenses Impairment Losses | -1,572.12 | -6,568.43 | - | - | | **Total** | **-79,563.23** | **-246,412.43** | **-1,177,927.90** | **-437,117.51** |
During each reporting period, the Company's asset impairment gains (losses) were RMB -437,117.51 ten thousand, RMB -1,177,927.90 ten thousand, RMB -246,412.43 ten thousand, and RMB -79,563.23 ten thousand, respectively, consisting of inventory write-down losses, fixed asset impairment losses, and long-term prepaid expenses impairment losses.
In 2023, the Company's inventory write-down provisions were high and increased substantially compared to 2022, primarily because the Company was still in a capacity ramp-up stage with relatively high unit costs, and the net realizable value of inventories declined due to factors including the continuous decline in DRAM market prices at that time. Since 2024, as the DRAM market recovered and product prices rebounded, the net realizable value of corresponding inventories recovered. Meanwhile, the Company's product unit costs continued to decline, causing the inventory write-down losses in 2024 to narrow significantly.
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Forward Foreign Exchange Contract Settlement Gains (Losses) | -3,499.29 | 11,796.57 | -1,788.21 | -30,733.33 | | Investment Losses from Associates | -1,941.79 | -1,379.45 | - | - | | Investment Disposal Gains from Trading Financial Assets | 361.08 | - | - | - | | Investment Income from Other Non-current Financial Assets External Investments | - | 77.22 | - | - | | **Total** | **-5,080.00** | **10,494.34** | **-1,788.21** | **-30,733.33** |
During each reporting period, the Company's investment income (losses) were RMB -30,733.33 ten thousand, RMB -1,788.21 ten thousand, RMB 10,494.34 ten thousand, and RMB -5,080.00 ten thousand, accounting for 3.35%, 0.09%, -1.16%, and 1.24% of net losses in the same period, respectively, mainly arising from investment income or losses generated from the settlement of forward foreign exchange contracts and foreign exchange swap transactions conducted to hedge foreign exchange risk.
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Fair Value Changes of Amounts Payable to Other Holders of Consolidated Structured Entities | -1,113.50 | -18,097.51 | 1,275.24 | - | | Fair Value Change Gains (Losses) from Derivative Financial Instruments | -31,519.42 | -365.29 | -1,581.73 | 67,111.92 | | Fair Value Changes of Other Non-current Financial Assets | 1,569.78 | 701.03 | 272.11 | - | | Structured Deposit Fair Value Changes | 86.89 | - | - | - | | **Total** | **-30,976.25** | **-17,761.77** | **-34.37** | **67,111.92** |
During each reporting period, the Company's fair value change gains (losses) were RMB 67,111.92 ten thousand, RMB -34.37 ten thousand, RMB -17,761.77 ten thousand, and RMB -30,976.25 ten thousand, respectively, primarily arising from fair value change gains (losses) from derivative financial instruments and fair value changes of amounts payable to other holders of consolidated structured entities.
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Insurance Indemnities | 0.90 | 80.60 | 12,058.10 | 3,886.26 | | Quality Compensation | - | - | 456.50 | 82.00 | | Penalty Income | 563.52 | 706.16 | 115.23 | 51.95 | | Other | 253.01 | 797.10 | 406.28 | 111.81 | | **Total** | **817.43** | **1,583.86** | **13,036.11** | **4,132.03** |
During the reporting period, the Company's non-operating income was RMB 4,132.03 ten thousand, RMB 13,036.11 ten thousand, RMB 1,583.86 ten thousand, and RMB 817.43 ten thousand, respectively, with relatively small amounts and a low proportion of operating revenue. Among these, the insurance indemnities in 2022 and 2023 were compensation received from insurance companies due to an accidental power outage.
During the reporting period, the composition of the Company's non-operating expenses was as follows:
| Item | January–June 2025 | FY2024 | FY2023 | FY2022 | |---|---|---|---|---| | Asset Disposal Losses | 40.29 | 9,231.73 | 680.70 | 137.51 | | Other | 60.92 | 342.19 | 565.31 | 9.24 | | **Total** | **101.21** | **9,573.92** | **1,246.01** | **146.75** |
During the reporting period, the Company's non-operating expenses were RMB 146.75 ten thousand, RMB 1,246.01 ten thousand, RMB 9,573.92 ten thousand, and R
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Machinery and equipment | 20,301,016.02 | 17,439,613.84 | 9,576,618.30 | 7,256,552.88 | | Transportation equipment | 1,310.02 | 1,310.87 | 879.62 | 514.32 | | Office and other equipment | 162,229.01 | 145,214.80 | 91,928.23 | 67,248.86 | | **II. Total accumulated depreciation** | **4,574,974.79** | **3,461,557.85** | **2,091,697.75** | **1,048,428.27** | | Buildings and structures | 207,052.99 | 171,498.49 | 113,960.48 | 77,110.00 | | Machinery and equipment | 4,271,720.17 | 3,211,685.06 | 1,926,179.48 | 937,399.60 | | Transportation equipment | 648.80 | 557.12 | 362.26 | 254.03 | | Office and other equipment | 95,552.82 | 77,817.17 | 51,195.53 | 33,664.64 | | **III. Impairment provisions** | **114,173.35** | **98,965.97** | **57,214.16** | **29,307.32** | | Buildings and structures | - | - | - | - | | Machinery and equipment | 114,173.35 | 98,965.97 | 57,214.16 | 29,307.32 | | Transportation equipment | - | - | - | - | | Office and other equipment | - | - | - | - | | **IV. Total carrying value** | **17,159,334.23** | **15,313,201.60** | **8,445,207.29** | **6,801,560.57** | | Buildings and structures | 1,176,874.33 | 1,116,087.41 | 810,732.57 | 477,870.09 | | Machinery and equipment | 15,915,122.50 | 14,128,962.81 | 7,593,224.65 | 6,289,845.96 | | Transportation equipment | 661.22 | 753.75 | 517.36 | 260.29 | | Office and other equipment | 66,676.19 | 67,397.63 | 40,732.70 | 33,584.22 |
At the end of each reporting period, the carrying values of the Company's fixed assets were RMB 6,801,560.57 ten thousand yuan, RMB 8,445,207.29 ten thousand yuan, RMB 15,313,201.60 ten thousand yuan, and RMB 17,159,334.23 ten thousand yuan, respectively. The increase in fixed assets was mainly attributable to the increase in machinery and equipment. During the reporting period, the Company's production capacity and revenue scale continued to grow, and the Company's equipment increased accordingly to accommodate rapid business growth.
At the end of each reporting period, the cumulative balance of the Company's impairment provisions for fixed assets was RMB 29,307.32 ten thousand yuan, RMB 57,214.16 ten thousand yuan, RMB 98,965.97 ten thousand yuan, and RMB 114,173.35 ten thousand yuan, respectively. The Company regularly conducts impairment tests on long-term assets, including fixed assets related to DRAM manufacturing, by asset group, or conducts impairment tests on individual fixed assets in connection with production line upgrades and renovations. At the end of each reporting period, based on the results of the impairment tests, the Company recognized corresponding impairment provisions for relevant long-term assets.
At the end of each reporting period, the specific composition of the Company's construction in progress is as follows:
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Hefei Phase I production line | 585,788.25 | 508,467.58 | 397,642.88 | 1,051,117.77 | | Hefei Phase II production line | 1,375,764.07 | 2,017,504.72 | 3,053,416.00 | 827,382.04 | | Beijing production line | 1,194,883.68 | 1,541,066.32 | 1,662,776.71 | 758,963.12 | | Others | 73,219.01 | 53,830.24 | 36,419.41 | 18,786.88 | | **Total** | **3,229,655.01** | **4,120,868.87** | **5,150,255.01** | **2,656,249.82** |
At the end of each reporting period, the carrying values of the Company's construction in progress were RMB 2,656,249.82 ten thousand yuan, RMB 5,150,255.01 ten thousand yuan, RMB 4,120,868.87 ten thousand yuan, and RMB 3,229,655.01 ten thousand yuan, respectively, primarily comprising the Hefei Phase I production line, Hefei Phase II production line, and Beijing production line. During the reporting period, the Company continued to build production capacity and iterate product upgrades, with DRAM product production and sales scale continuing to grow. To accommodate rapid business growth, the Company continued to advance production line construction and renovation.
The changes in the Company's major construction in progress during the reporting period are as follows:
| Project Name | Opening Balance | Additions During Period | Transferred to Fixed Assets | Other Decreases During Period | Closing Balance | |-------------|----------------|------------------------|----------------------------|------------------------------|----------------| | Hefei Phase I production line | 508,467.58 | 268,554.58 | 191,233.92 | - | 585,788.25 | | Hefei Phase II production line | 2,017,504.72 | 965,611.77 | 1,607,352.42 | - | 1,375,764.07 | | Beijing production line | 1,541,066.32 | 818,499.46 | 1,164,682.10 | - | 1,194,883.68 |
| Project Name | Opening Balance | Additions During Period | Transferred to Fixed Assets | Other Decreases During Period | Closing Balance | |-------------|----------------|------------------------|----------------------------|------------------------------|----------------| | Hefei Phase I production line | 397,642.88 | 752,793.18 | 641,968.49 | - | 508,467.58 | | Hefei Phase II production line | 3,053,416.00 | 3,626,544.46 | 4,662,455.74 | - | 2,017,504.72 | | Beijing production line | 1,662,776.71 | 2,984,726.43 | 3,106,436.82 | - | 1,541,066.32 |
| Project Name | Opening Balance | Additions During Period | Transferred to Fixed Assets | Other Decreases During Period | Closing Balance | |-------------|----------------|------------------------|----------------------------|------------------------------|----------------| | Hefei Phase I production line | 1,051,117.77 | 527,713.71 | 1,181,188.60 | - | 397,642.88 | | Hefei Phase II production line | 827,382.04 | 3,147,919.32 | 921,885.36 | - | 3,053,416.00 | | Beijing production line | 758,963.12 | 1,503,878.32 | 600,064.73 | - | 1,662,776.71 |
| Project Name | Opening Balance | Additions During Period | Transferred to Fixed Assets | Other Decreases During Period | Closing Balance |
| Hefei Phase I production line | 1,601,231.50 | 1,412,419.05 | 1,962,532.78 | - | 1,051,117.77 | | Hefei Phase II production line | 43,718.69 | 783,663.35 | - | - | 827,382.04 | | Beijing production line | - | 2,659,481.66 | 1,900,518.53 | - | 758,963.12 |
At the end of each reporting period, the Issuer's major construction in progress projects were all under normal construction, with no instances of prolonged suspension or significant project delays, no indications of impairment, and no need to recognize impairment provisions.
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | **I. Total original carrying value** | **27,999.43** | **21,745.73** | **24,657.31** | **13,866.32** | | Buildings and structures | 15,252.90 | 14,337.77 | 17,249.36 | 10,238.61 | | Private cloud equipment | 12,338.75 | 7,407.96 | 7,407.96 | 3,627.71 | | Land use rights | 407.78 | - | - | - | | **II. Total accumulated depreciation** | **11,739.58** | **9,691.25** | **9,482.56** | **5,229.25** | | Buildings and structures | 7,534.58 | 6,472.66 | 7,861.80 | 4,745.56 | | Private cloud equipment | 4,154.03 | 3,218.59 | 1,620.76 | 483.69 | | Land use rights | 50.97 | - | - | - | | **III. Total carrying value** | **16,259.85** | **12,054.48** | **15,174.75** | **8,637.07** | | Buildings and structures | 7,718.33 | 7,865.11 | 9,387.55 | 5,493.05 | | Private cloud equipment | 8,184.72 | 4,189.37 | 5,787.20 | 3,144.01 | | Land use rights | 356.81 | - | - | - |
At the end of each reporting period, the carrying values of the Company's right-of-use assets were RMB 8,637.07 ten thousand yuan, RMB 15,174.75 ten thousand yuan, RMB 12,054.48 ten thousand yuan, and RMB 16,259.85 ten thousand yuan, respectively, representing 0.08%, 0.10%, 0.06%, and 0.08% of non-current assets, respectively, comprising buildings and structures, private cloud equipment, and land use rights leased by the Company. At the end of 2023, the carrying value of the Company's right-of-use assets increased significantly, primarily due to the new lease of the Shanghai R&D Center office building during that year, resulting in an increase in the right-of-use asset for buildings and structures.
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | **I. Total original carrying value** | **1,029,062.19** | **964,281.71** | **782,974.85** | **759,895.76** |
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Land use rights | 162,993.09 | 101,134.52 | 100,618.53 | 100,618.53 | | Software | 118,509.50 | 115,540.68 | 124,172.90 | 101,270.96 | | Patents | 5,447.49 | 5,447.49 | 5,357.93 | 5,357.93 | | Non-patented technology | 742,112.12 | 742,159.01 | 552,825.48 | 552,648.33 | | **II. Total accumulated amortization** | **539,171.40** | **448,940.52** | **337,656.69** | **209,756.99** | | Land use rights | 8,199.76 | 6,724.96 | 4,620.08 | 2,496.16 | | Software | 61,928.25 | 47,390.32 | 54,093.59 | 37,734.77 | | Patents | 5,447.49 | 4,864.27 | 3,892.93 | 2,916.26 | | Non-patented technology | 463,595.90 | 389,960.96 | 275,050.08 | 166,609.80 | | **III. Total impairment provisions** | **-** | **-** | **-** | **-** | | Land use rights | - | - | - | - | | Software | - | - | - | - | | Patents | - | - | - | - | | Non-patented technology | - | - | - | - | | **IV. Total carrying value** | **489,890.80** | **515,341.19** | **445,318.15** | **550,138.77** | | Land use rights | 154,793.33 | 94,409.56 | 95,998.45 | 98,122.37 | | Software | 56,581.25 | 68,150.37 | 70,079.30 | 63,536.18 | | Patents | - | 583.22 | 1,465.00 | 2,441.67 | | Non-patented technology | 278,516.22 | 352,198.04 | 277,775.40 | 386,038.54 |
At the end of each reporting period, the carrying values of the Company's intangible assets were RMB 550,138.77 ten thousand yuan, RMB 445,318.15 ten thousand yuan, RMB 515,341.19 ten thousand yuan, and RMB 489,890.80 ten thousand yuan, representing 5.22%, 3.06%, 2.53%, and 2.29% of non-current assets, respectively. The Company's intangible assets include land use rights, software, patents, and non-patented technology, of which non-patented technology has the highest carrying value, primarily consisting of proprietary technology formed through the capitalization of the Company's internal process technology R&D projects.
At the end of 2023, the carrying value of the Company's intangible assets decreased compared to the end of 2022, as the non-patented technology from the third-generation process technology platform and related product R&D projects was amortized; at the end of 2024, the carrying value of the Company's intangible assets increased compared to the end of 2023, primarily because the Company's fourth-generation process technology platform and related product R&D projects completed development, and the corresponding development expenditure of RMB 188,400.79 ten thousand yuan was transferred to intangible assets.
At the end of each reporting period, the Company's intangible assets were in good condition, with no indications of impairment at period-end; therefore, no impairment provisions were recognized.
In accordance with the relevant provisions of the Accounting Standards for Business Enterprises, the Company has capitalized R&D projects that meet the conditions for capitalization.
During each reporting period, the Company's R&D expenditure meeting the conditions for capitalization amounted to RMB 170,860.40 ten thousand yuan, RMB 15,000.00 ten thousand yuan, RMB 173,400.78 ten thousand yuan, and RMB 0 ten thousand yuan, respectively, mainly relating to the third-generation and fourth-generation process technology platforms and related product R&D projects.
At the end of each reporting period, the carrying amounts of the Company's development expenditure were RMB 0 ten thousand yuan, RMB 15,000.00 ten thousand yuan, RMB 0 ten thousand yuan, and RMB 0 ten thousand yuan, respectively, primarily comprising employee compensation, R&D materials costs, testing service fees, depreciation and amortization charges, etc. The carrying amounts at the end of 2022 and the end of 2024 were RMB 0 ten thousand yuan, primarily because the projects involving capitalized R&D expenditure were completed before period-end, and the corresponding development expenditure was transferred to intangible assets. As of June 30, 2025, the Issuer's relevant R&D projects had not yet met the capitalization criteria.
The specific circumstances in which the Issuer's R&D expenditure met the relevant conditions for capitalization during the reporting period are as shown in the following table:
| Capitalization Condition | Issuer's Actual Situation | Whether Compliant | |--------------------------|--------------------------|-------------------| | Technically feasible to complete the intangible asset so that it will be available for use or sale | The completion of tape-out verification and related testing during the research phase marks the validation of the physical structural integrity and electrical functionality of the product, the process and product design have been essentially finalized, and certain yield requirements have been met. Based on the assessment of technical feasibility, the Issuer's third-generation and fourth-generation process technology platforms and related product R&D projects have a high degree of technical feasibility. | Compliant | | Intention to complete the intangible asset and use or sell it | The Issuer is committed to becoming a technology-leading and commercially successful semiconductor memory chip company. During the reporting period, the Issuer was primarily engaged in the research and development of the third-generation process technology platform, fourth-generation process technology platform, and higher-generation process technology platforms, has achieved the production and sales of DRAM products, and will continue to engage in the R&D, production, and sales of other iterative products, demonstrating the intention to complete and use the relevant intangible assets. | Compliant | | The manner in which the intangible asset will generate probable future economic benefits, including the ability to demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself, or, if it is to be used internally, the usefulness of the intangible asset | The R&D of the Issuer's third-generation and fourth-generation process technology platforms is conducive to further enhancing the Issuer's market competitiveness. The relevant products have broad market potential at the time of R&D. The Issuer has completed the R&D process for the relevant process technology platforms and products, and it has been verified that the relevant products meet market demands and are capable of generating economic benefits in the future. | Compliant | | Availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset | Based on the Issuer's financial budget for the relevant R&D projects and its accumulated technology, talent reserves, and research experience, the Issuer has sufficient resources and capabilities to complete the development of the aforementioned projects. | Compliant | | Ability to reliably measure the expenditure attributable to the intangible asset during its development phase | The Issuer has established relevant R&D project management systems and financial accounting systems, enabling effective control, aggregation, and measurement of expenditures during the development phase. | Compliant |
During the reporting period, companies in the integrated circuit industry such as Advanced Micro-Fabrication Equipment Inc. China (中微公司), San'an Optoelectronics (三安光电), and Hygon Information Technology (海光信息) also capitalized R&D expenditures. The relevant information is as follows:
| Name | Criteria for Distinguishing Research Phase and Development Phase | |------|------------------------------------------------------------------| | Advanced Micro-Fabrication Equipment Inc. China (中微公司) | Expenditures incurred before the initial completion of prototype manufacturing, for the purposes of planned investigation, evaluation, and selection for researching production processes, are classified as research phase expenditures and are recognized in profit or loss when incurred; expenditures incurred from the initial completion of prototype manufacturing until before large-scale production commences, relating to design and testing for the final application of production processes, are classified as development phase expenditures and are capitalized. | | San'an Optoelectronics (三安光电) | Project management is implemented for development activities, with the filing and approval of "Experimental Application Forms," determination of project budgets, and assignment of project codes, project leaders, and project costs for the accounting department's accounting treatment. The approval of project initiation applications serves as the boundary to divide R&D projects into research and development phases, also serving as the demarcation point for recording items in the accounting records as either R&D expenses or development expenditures; after the development phase concludes, the company will prepare a project completion report and transfer the relevant items to patents or proprietary technology within intangible assets. |
| Name | Criteria for Distinguishing Research Phase and Development Phase | |------|------------------------------------------------------------------| | Hygon Information Technology (海光信息) | At the time of project initiation, projects are categorized at a macro level based on project nature, and classified into two broad categories: "technology research" and "development." "Technology research" projects correspond to key technology research, and the relevant expenditures are recognized in R&D expenses when incurred; for "development" projects, a panel of review experts is organized to conduct a capitalization review, resulting in a "Capitalization Review Report." Projects that cannot simultaneously satisfy all five conditions for capitalization, i.e., "technology or product pre-research (development design and simulation verification of technology)," are expensed; development projects that satisfy the conditions for capitalization, i.e., "design and implementation technology of chip products," are capitalized. | | Issuer | Based on the development path of the Company's process technology platforms, the development cycle of R&D projects is divided into research and development phases. The research phase includes the concept, planning, design, and tape-out stages, while the development phase includes the engineering verification stage and customer validation stage. In accordance with the Company's accounting system for capitalization of R&D expenses, upon completion of the research phase of a project and entry into the development phase, expenditures meeting the conditions for capitalization are capitalized. The Issuer uses the receipt of external inspection reports for experimental products and the completion of a comprehensive technical feasibility assessment of the technology platform by an internal team of technical experts as the point at which R&D projects begin to be capitalized. |
Source of information: Announcements of listed companies.
Compared with companies such as Advanced Micro-Fabrication Equipment Inc. China (中微公司), San'an Optoelectronics (三安光电), and Hygon Information Technology (海光信息) in the integrated circuit industry, the Company's accounting treatment for the capitalization of R&D expenditure does not differ significantly. During the reporting period, the Company formulated relevant internal control and accounting system documents, clearly planned and built internal controls for each phase of R&D, and established strict internal control systems for R&D activities covering R&D planning, R&D project initiation, process management, cost aggregation, and project review. In accordance with the relevant internal control system requirements, the Company conducts R&D expense accounting by R&D project, distinguishes between the research phase and development phase in accordance with project management requirements, evaluates whether conditions for capitalization are met, and capitalizes R&D expenses that meet the conditions for capitalization during the development phase of relevant projects. The capitalization of R&D expenditure has been implemented in accordance with the Company's relevant internal control systems and maintained consistently throughout the reporting period. At the end of each reporting period, the assets formed from the Company's development expenditure were in good condition, and no impairment provisions were recognized.
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Probe cards and photomasks | 66,450.98 | 65,275.79 | 18,187.60 | 17,239.52 | | Wafer carriers | 23,848.40 | 24,475.82 | 10,151.44 | 6,077.77 | | Others | 4,808.56 | 4,130.06 | 3,684.37 | 2,088.99 | | Less: Impairment provisions | 7,626.97 | 6,568.43 | - | - | | **Total** | **87,480.97** | **87,313.24** | **32,023.41** | **25,406.27** |
At the end of each reporting period, the closing balances of the Company's long-term prepaid expenses were RMB 25,406.27 ten thousand yuan, RMB 32,023.41 ten thousand yuan, RMB 87,313.24 ten thousand yuan, and RMB 87,480.97 ten thousand yuan, respectively, primarily consisting of unamortized costs for probe cards and photomasks and wafer carriers. At the end of each reporting period, the amortization costs of probe cards and photomasks increased significantly, mainly because each product is equipped with corresponding
photomasks and probe cards, and the related unamortized costs increased significantly with the expansion of the Company's operating scale and the increase in product categories. As of the end of 2024 and June 30, 2025, the Company recognized impairment provisions of RMB 6,568.43 ten thousand yuan and RMB 7,626.97 ten thousand yuan, respectively, for long-term prepaid expenses, primarily representing impairment provisions recognized for photomasks and probe cards that are no longer in use based on production and operational planning requirements.
### (7) Long-term Equity Investments, Other Equity Instrument Investments, and Other Non-current Financial Assets
At the end of each reporting period, the Company's long-term equity investments consisted of investments in Qihang Hengxin (启航恒鑫), Shanghai Xinzhan Technology Co., Ltd. (上海芯展科技有限公司), and Company D. The Company is able to exercise significant influence over the relevant entities, and the investments are accounted for using the equity method as investments in associates. At the end of each reporting period, the carrying amounts of the Company's long-term equity investments were RMB 0 ten thousand yuan, RMB 0 ten thousand yuan, RMB 29,985.55 ten thousand yuan, and RMB 28,493.76 ten thousand yuan, respectively.
At the end of each reporting period, the Company's other equity instrument investments consisted of investments in Company H. The Company's investment in it is not held for trading purposes, and the investment has been designated as an other equity instrument investment measured at fair value with changes recognized in other comprehensive income. At the end of each reporting period, the carrying amounts of the Company's other equity instrument investments were RMB 0 ten thousand yuan, RMB 13,600.00 ten thousand yuan, RMB 27,607.77 ten thousand yuan, and RMB 27,607.77 ten thousand yuan, respectively.
At the end of each reporting period, the Company's other non-current financial assets primarily consisted of the Company's investments in equity investment funds. The Company acted as a limited partner in all cases and did not manage partnership affairs, and classified the relevant investments as financial assets measured at fair value with changes recognized in profit or loss. At the end of each reporting period, the carrying amounts of the Company's other non-current financial assets were RMB 0 ten thousand yuan, RMB 20,272.11 ten thousand yuan, RMB 107,923.14 ten thousand yuan, and RMB 133,052.61 ten thousand yuan, respectively.
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Prepayments for equipment and engineering | 221,220.21 | 144,076.32 | 393,805.33 | 500,572.95 | | Others | - | 100.00 | - | - | | **Total** | **221,220.21** | **144,176.32** | **393,805.33** | **500,572.95** |
At the end of each reporting period, the amounts of the Company's other non-current assets were RMB 500,572.95 ten thousand yuan, RMB 393,805.33 ten thousand yuan, RMB 144,176.32 ten thousand yuan, and RMB 221,220.21 ten thousand yuan, respectively, primarily consisting of prepayments for equipment and engineering. During the reporting period, the Company's prepayments for equipment and engineering
showed an overall declining trend, mainly because newly purchased equipment was gradually delivered, and at the same time the production capacity of originally planned factories gradually approached full capacity, thereby reducing advance payments related to the procurement of new equipment.
The comparison of the Company's accounts receivable turnover ratio with comparable companies during each reporting period is as follows:
| Company | January–June 2025 | Year 2024 | Year 2023 | Year 2022 | |---------|-------------------|-----------|-----------|-----------| | Samsung Electronics (三星电子) | 6.98 | 7.42 | 7.09 | 7.84 | | SK Hynix (SK 海力士) | 6.10 | 6.74 | 5.55 | 6.63 | | Micron Technology (美光科技) | 6.38 | 6.73 | 4.56 | 6.35 | | Nanya Technology (南亚科技) | 7.03 | 7.30 | 6.24 | 7.15 | | TSMC (台积电) | 14.05 | 12.24 | 10.01 | 10.58 | | SMIC (中芯国际) | 14.87 | 17.96 | 10.87 | 10.74 | | CR Micro (华润微) | 6.37 | 7.31 | 8.46 | 9.67 | | **Average** | **8.82** | **9.39** | **7.54** | **8.42** | | **Issuer** | **20.43** | **21.44** | **34.63** | **21.35** |
Note: Data sourced from periodic reports of listed companies.
During each reporting period, the Company's accounts receivable turnover ratios were 21.35, 34.63, 21.44, and 20.43, respectively, higher than other comparable companies, primarily because the Company's distribution revenue accounted for a relatively high proportion, and compared to direct sales customers, transactions with distributors are primarily settled on a payment-before-delivery basis, resulting in a relatively small accounts receivable balance at period-end and faster cash collection.
The comparison of the Company's inventory turnover ratio with comparable companies during each reporting period is as follows:
| Company | January–June 2025 | Year 2024 | Year 2023 | Year 2022 | |---------|-------------------|-----------|-----------|-----------| | Samsung Electronics (三星电子) | 3.50 | 3.22 | 3.12 | 3.81 | | SK Hynix (SK 海力士) | 2.47 | 2.26 | 2.02 | 2.21 | | Micron Technology (美光科技) | 2.34 | 2.04 | 2.01 | 3.02 | | TSMC (台积电) | 4.94 | 4.68 | 4.11 | 4.37 | | SMIC (中芯国际) | 2.05 | 2.07 | 1.99 | 2.79 | | CR Micro (华润微) | 3.22 | 3.21 | 3.11 | 3.28 | | **Average** | **3.09** | **2.91** | **2.73** | **3.25** |
| **Issuer (before write-off)** | **1.19** | **1.42** | **1.64** | **1.47** | | **Issuer** | **1.09** | **1.29** | **0.78** | **1.13** |
Note 1: Comparable company data are calculated based on publicly announced data; Nanya Technology (南亚科技) did not disclose the relevant data. Note 2: The January–June 2025 data have been annualized. Note 3: The inventory turnover ratio before write-off is calculated without considering the impact of write-offs of inventory write-down provisions.
The Company's inventory turnover ratio is related to the increased stockpiling of raw materials under the influence of the international trade environment and the downstream consumer electronics demand cycle, and is also affected by the write-off of inventory write-down provisions. During the reporting period, excluding the impact of write-offs of inventory write-down provisions, the Company's inventory turnover ratios were 1.47, 1.64, 1.42, and 1.19, respectively. The Company's inventory turnover ratios in 2022 and 2024 were relatively low, primarily because new production lines were put into production during those years, causing the closing balance of work-in-progress to increase significantly at period-end, thereby lowering the inventory turnover ratio. In 2023, the improvement in the Company's inventory turnover ratio was primarily attributable to increased production capacity and output, the emergence of economies of scale, and a decrease in unit inventory costs, thereby increasing the inventory turnover ratio compared to 2022.
During the reporting period, the Company's inventory turnover ratio was lower than the average of comparable companies, mainly because during the reporting period, the Company was consistently in a phase of rapidly ramping up production capacity rather than a state of stable and full-capacity operation throughout the year, with production scale continuously growing, causing the closing balance of work-in-progress to increase significantly.
| Item | June 30, 2025 | | December 31, 2024 | | December 31, 2023 | | December 31, 2022 | | |------|--------------|---|-------------------|---|-------------------|---|-------------------|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Current liabilities | 3,473,376.84 | 20.78% | 5,719,079.76 | 34.18% | 3,165,279.63 | 24.80% | 1,988,536.11 | 23.82% | | Non-current liabilities | 13,238,515.30 | 79.22% | 11,015,115.60 | 65.82% | 9,599,015.37 | 75.20% | 6,359,224.17 | 76.18% | | **Total** | **16,711,892.15** | **100.00%** | **16,734,195.36** | **100.00%** | **12,764,295.00** | **100.00%** | **8,347,760.28** | **100.00%** |
The Company's liabilities are predominantly non-current liabilities. At the end of each reporting period, non-current liabilities were RMB 6,359,224.17 ten thousand yuan, RMB 9,599,015.37 ten thousand yuan, RMB 11,015,115.60 ten thousand yuan, and RMB 13,238,515.30 ten thousand yuan, respectively, representing 76.18%, 75.20%, 65.82%, and 79.22% of total liabilities, respectively. As the Company's business scale has continued to expand, total liabilities have increased year by year.
The Company's current liabilities consist of short-term borrowings, derivative financial liabilities, notes payable, accounts payable, contract liabilities, employee compensation payable,
taxes payable, other payables, and non-current liabilities due within one year. At the end of each reporting period, the specific composition of the Company's current liabilities is as follows:
| Item | June 30, 2025 | | December 31, 2024 | | December 31, 2023 | | December 31, 2022 | | |------|--------------|---|-------------------|---|-------------------|---|-------------------|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Short-term borrowings | 219,723.07 | 6.33% | 179,648.22 | 3.14% | 199,922.48 | 6.32% | 449,315.71 | 22.60% | | Derivative financial liabilities | 32,539.98 | 0.94% | 448.76 | 0.01% | - | - | 8,061.23 | 0.41% | | Notes payable | 74,760.34 | 2.15% | 161,666.78 | 2.83% | 66,749.37 | 2.11% | - | - | | Accounts payable | 578,365.29 | 16.65% | 465,827.56 | 8.15% | 365,932.96 | 11.56% | 314,890.02 | 15.84% | | Contract liabilities | 37,058.97 | 1.07% | 14,122.88 | 0.25% | 11,655.56 | 0.37% | 14,725.15 | 0.74% | | Employee compensation payable | 114,001.07 | 3.28% | 108,750.29 | 1.90% | 94,054.17 | 2.97% | 87,846.09 | 4.42% | | Taxes payable | 10,244.92 | 0.29% | 9,784.47 | 0.17% | 7,303.56 | 0.23% | 5,762.75 | 0.29% | | Other payables | 1,453,023.86 | 41.83% | 1,648,960.71 | 28.83% | 1,487,958.61 | 47.01% | 779,052.72 | 39.18% | | Non-current liabilities due within one year | 953,659.34 | 27.46% | 3,129,870.09 | 54.73% | 931,702.92 | 29.44% | 328,882.43 | 16.54% | | **Total** | **3,473,376.84** | **100.00%** | **5,719,079.76** | **100.00%** | **3,165,279.63** | **100.00%** | **1,988,536.11** | **100.00%** |
At the end of each reporting period, the amounts of the Company's current liabilities were RMB 1,988,536.11 ten thousand yuan, RMB 3,165,279.63 ten thousand yuan, RMB 5,719,079.76 ten thousand yuan, and RMB 3,473,376.84 ten thousand yuan, respectively. The Company's current liabilities primarily consist of short-term borrowings, accounts payable, other payables, and non-current liabilities due within one year; at the end of each reporting period, the combined proportion of these four items in current liabilities was 94.15%, 94.32%, 94.85%, and 92.27%, respectively.
The composition and changes in the major line items of the Company's current liabilities are as follows:
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Secured borrowings | - | - | - | 269,138.18 | | Unsecured (credit) borrowings | 219,723.07 | 179,648.22 | 199,922.48 | 50,030.56 | | Entrusted borrowings | - | - | - | 130,146.97 | | **Total** | **219,723.07** | **179,648.22** | **199,922.48** | **449,315.71** |
At the end of each reporting period, the Company's short-term borrowings were RMB 449,315.71 ten thousand yuan, RMB 199,922.48 ten thousand yuan, RMB 179,648.22 ten thousand yuan, and RMB 219,723.07 ten thousand yuan, respectively, representing 22.60%, 6.32%, 3.14%, and 6.33% of current liabilities, respectively. The borrowing types include secured borrowings, unsecured (credit) borrowings, and entrusted borrowings. As of December 31, 2022, the Company had entrusted borrowings of RMB 130,146.97 ten thousand yuan, primarily consisting of a loan of RMB 130,000 ten thousand yuan and accrued interest thereon provided to the Company by its related party Hefei Chan-Invest (合肥产投) through Industrial and Commercial Bank of China.
RMB 130,000 ten thousand yuan in borrowings and interest thereon.
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Forward foreign exchange contracts | 14,256.80 | 448.76 | - | 8,061.23 | | Swap deposits | 18,283.17 | - | - | - | | **Total** | **32,539.98** | **448.76** | **-** | **8,061.23** |
At the end of each reporting period, the Company's derivative financial liabilities were RMB 8,061.23 ten thousand yuan, RMB 0 ten thousand yuan, RMB 448.76 ten thousand yuan, and RMB 32,539.98 ten thousand yuan, respectively, comprising forward foreign exchange contracts and swap deposits.
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Bank acceptance bills | 74,760.34 | 161,666.78 | 66,749.37 | - | | **Total** | **74,760.34** | **161,666.78** | **66,749.37** | **-** |
At the end of each reporting period, the Company's notes payable were RMB 0 ten thousand yuan, RMB 66,749.37 ten thousand yuan, RMB 161,666.78 ten thousand yuan, and RMB 74,760.34 ten thousand yuan, respectively, all being bank acceptance bills due within one year.
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Payables for operating materials | 301,227.89 | 259,187.67 | 183,795.90 | 159,030.51 | | Payables for packaging and testing services | 100,076.01 | 69,369.17 | 72,336.09 | 64,517.94 | | Other operating payables | 177,061.39 | 137,270.72 | 109,800.98 | 91,341.57 | | **Total** | **578,365.29** | **465,827.56** | **365,932.96** | **314,890.02** |
At the end of each reporting period, the Company's accounts payable were RMB 314,890.02 ten thousand yuan, RMB 365,932.96 ten thousand yuan, RMB 465,827.56 ten thousand yuan, and RMB 578,365.29 ten thousand yuan, representing 15.84%, 11.56%, 8.15%, and 16.65% of current liabilities, respectively. The Company's accounts payable primarily consist of payables for operating materials. At the end of each reporting period, as the Company's operating scale expanded, the accounts payable to suppliers gradually increased.
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Advance receipts from product sales | 36,397.54 | 13,893.02 | 5,635.41 | 14,725.15 |
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Advance receipts from property sales | - | 229.86 | 6,020.15 | - | | Advance receipts of fund management fees | 620.77 | - | - | - | | Other advance receipts | 40.66 | - | - | - | | **Total** | **37,058.97** | **14,122.88** | **11,655.56** | **14,725.15** |
At the end of each reporting period, the Company's contract liabilities were RMB 14,725.15 ten thousand yuan, RMB 11,655.56 ten thousand yuan, RMB 14,122.88 ten thousand yuan, and RMB 37,058.97 ten thousand yuan, representing 0.74%, 0.37%, 0.25%, and 1.07% of current liabilities, respectively, including advance receipts for the sale of products and sale of properties.
At the end of each reporting period, the specific composition of the Company's employee compensation payable is as follows:
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Short-term compensation | 110,550.91 | 107,547.34 | 93,277.23 | 87,226.21 | | Post-employment benefits – defined contribution plans | 3,450.16 | 1,202.95 | 776.94 | 619.88 | | **Total** | **114,001.07** | **108,750.29** | **94,054.17** | **87,846.09** |
At the end of each reporting period, the amounts of the Company's employee compensation payable were RMB 87,846.09 ten thousand yuan, RMB 94,054.17 ten thousand yuan, RMB 108,750.29 ten thousand yuan, and RMB 114,001.07 ten thousand yuan, representing 4.42%, 2.97%, 1.90%, and 3.28% of current liabilities, respectively. During the reporting period, the Company's employee compensation payable primarily consisted of short-term compensation and showed a continuously increasing trend, mainly due to an increase in the number of employees as the operating scale continued to grow.
At the end of each reporting period, the specific composition of the Company's taxes payable is as follows:
| Tax Type | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |----------|--------------|-------------------|-------------------|-------------------| | Individual income tax withheld and remitted | 3,255.13 | 3,682.59 | 3,607.74 | 3,575.78 | | Stamp duty | 2,889.98 | 3,014.32 | 1,665.74 | 670.28 | | Property tax | 1,979.15 | 1,534.54 | 1,468.27 | 701.47 | | Land use tax | 132.40 | 117.87 | 117.87 | 117.87 | | Value-added tax | 131.71 | 48.20 | 98.25 | 128.51 | | Others | 1,856.53 | 1,386.94 | 345.69 | 568.84 | | **Total** | **10,244.92** | **9,784.47** | **7,303.56** | **5,762.75** |
At the end of each reporting period, the amounts of the Company's taxes payable were RMB 5,762.75 ten thousand yuan, RMB 7,303.56 ten thousand yuan, RMB 9,784.47 ten thousand yuan, and RMB 10,244.92 ten thousand yuan, representing 0.29%, 0.23%, 0.17%, and 0.29% of current liabilities, respectively, primarily including individual income tax withheld and remitted, stamp duty, property tax, land use tax, and value-added tax.
At the end of each reporting period, the specific composition of the Company's other payables is as follows:
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Payables for equipment and engineering | 1,451,107.83 | 1,526,375.11 | 1,484,425.20 | 777,206.48 | | Contract deposits | 895.42 | 119,002.80 | 680.78 | 1,025.90 | | Others | 1,020.61 | 3,582.80 | 2,852.64 | 820.34 | | **Total** | **1,453,023.86** | **1,648,960.71** | **1,487,958.61** | **779,052.72** |
At the end of each reporting period, the amounts of the Company's other payables were RMB 779,052.72 ten thousand yuan, RMB 1,487,958.61 ten thousand yuan, RMB 1,648,960.71 ten thousand yuan, and RMB 1,453,023.86 ten thousand yuan, representing 39.18%, 47.01%, 28.83%, and 41.83% of current liabilities, respectively, primarily consisting of payables for equipment and engineering procurement. Among these, the amount in 2023 increased significantly compared to 2022, primarily because the Company continued to invest in production line construction projects in Hefei and Beijing, resulting in a continuous increase in procurement of equipment and construction engineering, with corresponding payables for equipment and engineering continuing to grow.
At the end of each reporting period, the specific composition of the Company's non-current liabilities due within one year is as follows:
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Long-term borrowings due within one year | 921,686.34 | 3,094,717.52 | 911,254.58 | 324,402.16 | | Long-term payables due within one year | 24,768.68 | 30,055.55 | 15,568.71 | - | | Lease liabilities due within one year | 7,204.33 | 5,097.02 | 4,879.62 | 4,480.27 | | **Total** | **953,659.34** | **3,129,870.09** | **931,702.92** | **328,882.43** |
At the end of each reporting period, the amounts of the Company's non-current liabilities due within one year were RMB 328,882.43 ten thousand yuan, RMB 931,702.92 ten thousand yuan, RMB 3,129,870.09 ten thousand yuan, and RMB 953,659.34 ten thousand yuan, representing 16.54%, 29.44%, 54.73%, and 27.46% of current liabilities, respectively. Non-current liabilities due within one year primarily consist of long-term borrowings due within one year, long-term payables due within one year, and lease liabilities due within one year.
At the end of each reporting period, the specific composition of the Company's non-current liabilities is as follows:
| Item | June 30, 2025 | | December 31, 2024 | | December 31, 2023 | | December 31, 2022 | | |------|--------------|---|-------------------|---|-------------------|---|-------------------|---| | | Amount | Proportion | Amount | Proportion | Amount | Proportion | Amount | Proportion | | Long-term borrowings | 12,079,179.86 | 91.24% | 9,599,381.07 | 87.15% | 8,982,317.63 | 93.58% | 6,124,119.12 | 96.30% | | Lease liabilities | 9,168.93 | 0.07% | 7,045.80 | 0.06% | 10,205.06 | 0.11% | 3,510.89 | 0.06% | | Long-term payables | 327,008.81 | 2.47% | 152,564.26 | 1.39% | 182,085.58 | 1.90% | - | - | | Deferred revenue | 392,011.94 | 2.96% | 359,802.20 | 3.27% | 255,382.78 | 2.66% | 231,594.16 | 3.64% | | Other non-current liabilities | 431,145.77 | 3.26% | 896,322.27 | 8.14% | 169,024.31 | 1.76% | - | - | | **Total** | **13,238,515.30** | **100.00%** | **11,015,115.60** | **100.00%** | **9,599,015.37** | **100.00%** | **6,359,224.17** | **100.00%** |
At the end of each reporting period, the amounts of the Company's non-current liabilities were RMB 6,359,224.17 ten thousand yuan, RMB 9,599,015.37 ten thousand yuan, RMB 11,015,115.60 ten thousand yuan, and RMB 13,238,515.30 ten thousand yuan, respectively. The Company's non-current liabilities primarily consist of long-term borrowings, and at the end of each reporting period, long-term borrowings represented 96.30%, 93.58%, 87.15%, and 91.24% of non-current liabilities, respectively.
The composition and changes in the major line items of the Company's non-current liabilities are as follows:
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Unsecured (credit) borrowings | 4,367,743.78 | 6,684,780.30 | 4,744,114.63 | 2,682,486.39 | | Mortgage borrowings | 8,633,122.43 | 6,009,318.29 | 5,149,457.58 | 3,766,034.90 | | **Subtotal** | **13,000,866.21** | **12,694,098.59** | **9,893,572.21** | **6,448,521.28** | | Less: Long-term borrowings due within one year | 921,686.34 | 3,094,717.52 | 911,254.58 | 324,402.16 | | **Long-term borrowings due after one year** | **12,079,179.86** | **9,599,381.07** | **8,982,317.63** | **6,124,119.12** |
At the end of each reporting period, the Company's long-term borrowings were RMB 6,124,119.12 ten thousand yuan, RMB 8,982,317.63 ten thousand yuan, RMB 9,599,381.07 ten thousand yuan, and RMB 12,079,179.86 ten thousand yuan, representing 96.30%, 93.58%, 87.15%, and 91.24% of non-current liabilities, respectively. During the reporting period, the scale of the Company's unsecured (credit) borrowings and mortgage borrowings grew rapidly, primarily because the Company's funding needs were large given the rapid expansion of its business and asset scale, necessitating new syndicated loans.
| Item | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | |------|--------------|-------------------|-------------------|-------------------| | Lease payments payable | 16,373.25 | 12,142.82 | 15,084.69 | 7,991.16 | | Less: Lease liabilities included in non-current liabilities due within one year | 7,204.33 | 5,097.02 | 4,879.62 | 4,480.27 | | **Total** | **9,168.93** | **7,045.80** | **10,205.06** | **3,510.89** |
At the end of each reporting period, the Company's lease liabilities were RMB 3,510.89 ten thousand yuan, RMB 10,205.06 ten thousand yuan, RMB 7,045.80 ten thousand yuan, and RMB 9,168.93 ten thousand yuan, respectively. At the end of 2023, the Company's lease liabilities increased by RMB 6,694.17 ten thousand yuan, primarily due to an increase in building leases resulting from the establishment
### 1. The Company's Abundant Technology Reserves and Mass Production Experience, and Its High-Quality R&D Talent Pool, Lay a Solid Foundation and Provide Strong Support for the Smooth Implementation of the Projects
The Company has consistently adhered to the path of independent research and development, and has accelerated technological innovation through generation-skipping R&D. It has completed mass production from the first-generation process technology platform through the fourth-generation process technology platform, as well as product coverage and generational evolution from DDR4 and LPDDR4X to DDR5 and LPDDR5/5X. At present, its core products and process technologies have reached internationally advanced levels. After years of development, the Company has built a comprehensive core technology system across all business segments including DRAM product design, manufacturing processes, packaging and testing, and module design and application. It has also accumulated comprehensive independent intellectual property rights, built up extensive experience in rapid technology iteration and industrialization, and cultivated a large pool of professional technical talent for the DRAM memory industry. As of June 30, 2025, the Company holds a total of 3,116 domestic patents (including 2,348 invention patents) and 2,473 overseas patents, and employs 4,653 R&D personnel, accounting for more than 30% of the Company's total workforce. During the reporting period, the Company's cumulative R&D expenditure amounted to RMB 18,867,482,300 (18,867.48 million yuan), representing 33.11% of cumulative revenue.
The Company's accumulated technological innovations over the years, its sustained capacity for technological innovation, and the talent pool it has built are important guarantees for the implementation of this project.
### 2. Continuously Growing and Evolving Downstream Application Demand Creates a Need for Ongoing Upgrades to the Company's Product Technology
With the development of the digital economy and the continuous emergence of new technology application scenarios, the ongoing iteration of large AI models, deep learning, autonomous driving, and other technologies has led to explosive growth in the total volume of data. The widespread demand for data reading, writing, and transmission has triggered a surge in demand from downstream application scenarios for high-performance memory chips—meaning that while the incremental market demand for DRAM products continues to grow, DRAM products are also required to continuously iterate toward higher storage density, lower power consumption, and faster read/write speeds. According to Omdia statistics, in 2024, among global DRAM downstream application segments, servers accounted for 38%, mobile devices 35%, personal computers 14%, and intelligent vehicles 3%, with these four major markets accounting for more than 90% of the total market. Demand for DRAM continues to grow in application segments such as servers, mobile devices, personal computers, and intelligent vehicles.
Therefore, as downstream demand continues to grow and evolve, the demand for DRAM products becomes increasingly intense, and the Company's product technology also needs to keep upgrading. By iterating on technology to enhance product competitiveness, the Company continuously meets the needs of downstream products.
### 3. Proactive Supply Chain Diversification Preparations Provide Adequate Guarantee for the Smooth Implementation of the Projects
As the lead enterprise in China's DRAM industry chain, leveraging its own strong industrial influence, the Company has established close strategic cooperative relationships with upstream suppliers and downstream customers, actively integrated domestic industrial ecosystem resources, and jointly built an interdependent industrial ecosystem, laying a solid foundation for the Company's continued business development and active participation in global competition.
After long-term development, the Company has established stable cooperative relationships with upstream suppliers including EDA vendors, materials suppliers, and equipment and component manufacturers. By deepening supply chain cooperation, the Company has actively promoted supply chain diversification and localization, enhanced the security and resilience of the supply chain, provided adequate guarantee for the smooth implementation of this fundraising investment project, and provided strong support for the Company's continued capacity expansion and technology process upgrades.
### (III) Relationship Between the Fund-Raising Investment Projects and the Issuer's Existing Principal Business and Core Technologies
All fund-raising investment projects in this offering are organized around the Company's existing business and core technologies. They are important vehicles for the Company to achieve technological upgrading and renovation of its production lines, accelerate DRAM capacity construction, improve the industrial chain layout, and enhance technology process capabilities and R&D strength, and are aligned with the Company's future development strategy.
Changxin Technology (长鑫科技) upholds the mission of "empowering the information society and improving human life through memory technology." In terms of business layout, it insists on being rooted in the domestic market while gradually expanding into overseas markets; in terms of market positioning, it accelerates the expansion of its market share in mid-to-high-end application markets; in terms of development model, it continues to evolve toward collaborative development of the industrial ecosystem; in terms of technology R&D, it continues to deepen process technology development and accumulation, continuously explores frontier technologies, and accelerates the realization of sustained technological breakthroughs in China's advanced DRAM chip industry. The Company is committed to becoming a technologically leading and commercially successful semiconductor memory enterprise, and has been tirelessly working and striving toward this goal.
### (II) Measures Taken During the Reporting Period to Achieve Strategic Objectives and Their Results
In order to realize the Company's overall development strategy and operational objectives, the Company specifically implemented the following measures during the reporting period:
The Company attaches great importance to technological innovation and advanced process R&D. It has established a comprehensive R&D innovation system, built an experienced R&D team, and undertaken multiple national key special research projects. As of June 30, 2025, the Company has 4,653 R&D personnel, accounting for more than 30% of the Company's total workforce. During the reporting period, the Company's cumulative R&D investment amounted to RMB 18,867,482,300 (18,867.48 million yuan), representing 33.11% of cumulative revenue. In terms of technology platforms, the Company has consistently adhered to the path of independent R&D and accelerated technological innovation through generation-skipping R&D, completing mass production from the first-generation process technology platform through the fourth-generation process technology platform. In September 2019, the Company launched its self-designed and self-produced 8Gb DDR4 product, achieving a breakthrough "from zero to one" for the DRAM industry in mainland China. As of June 30, 2025, the Company has completed the development and mass production of LPDDR4X, DDR5, and LPDDR5/5X. Through continuous R&D investment and technological innovation, the Company has formed numerous scientific research achievements and core technologies. As of June 30, 2025, the Company holds a total of 3,116 domestic patents (including invention patents
numbering 2,348) and 2,473 overseas patents.
During the reporting period, the Company continued to increase capacity to meet downstream market demand. Based on capacity scale as of end-2024 and 2024 shipment volume statistics, the Company ranked first in China and fourth globally among DRAM manufacturers. In the future, as the Company's production line construction advances steadily, the Company's overall capacity will continue to increase, which is expected to further enhance its competitiveness in the global market.
In terms of product matrix, the Company has actively expanded its product portfolio to meet the needs of various downstream markets. It has formed a diversified product layout covering the DDR series, LPDDR series, and others, and can provide diversified product solutions including memory DRAM wafers, memory DRAM chips, and memory DRAM modules, effectively meeting the market needs of servers, mobile devices, personal computers, intelligent vehicles, and other markets. The Company is actively planning and intends to launch products of newer generations to continuously meet the rapidly growing needs of the next-generation information technology industry.
### 3. Driving Supply Chain Construction and Promoting the Common Development of Upstream and Downstream Enterprises
During the reporting period, the Company implemented a series of measures around supply chain construction, fully integrated and leveraged the resource advantages of leading enterprises, promoted broad participation by research institutes, universities, and key upstream and downstream industry enterprises, with a focus on supply chain development and verification, effectively driving the collaborative development of core segments of related upstream and downstream industry chains such as semiconductor equipment and semiconductor materials.
### 4. Attracting, Cultivating, and Retaining Key Talent, and Strengthening Restraint and Incentive Mechanisms
Talent is the foundation for the sustained development of integrated circuit enterprises. For the DRAM industry, which must continuously pursue advanced processes, key talent is particularly important. On one hand, the Company continuously optimizes its compensation system and incentive framework, continuously stimulates the innovative drive of its core talent pool, and deeply binds the Company's future development with key talent. On the other hand, the Company continuously increases investment in the cultivation of key talent, builds clear career development paths for them, and achieves a win-win outcome for talent growth and Company development through multiple approaches including building high-quality internal mentoring teams, developing various curriculum and training systems, and cooperating with major domestic universities.
In the future, the Company will continue to adhere to its current strategic plan: persist in high-level technology R&D; continuously deepen process technology development and accumulation; continuously explore frontier technologies to consolidate the foundation of core technologies; accelerate capacity layout and construction; expand diversified product portfolios; actively explore and position in mid-to-high-end niche markets and overseas markets; strengthen team building; enhance operational capabilities; consolidate talent density; and continuously improve the Company's market position and competitive advantages. At the same time, the Company will actively expand financing channels
to better support future strategic development.
In the arrangement for the use of funds raised in this offering, the Company, taking into account its future development plans, intends to deploy the raised funds into the Memory Wafer Manufacturing Production Line Technology Upgrade and Renovation Project, the DRAM Memory Technology Upgrade Project, and the Dynamic Random Access Memory Forward-Looking Technology Research and Development Project. After these projects are implemented, they will be able to meet the Company's needs to further enhance its technological and R&D capabilities in the DRAM industry and to accelerate capacity construction and upgrades. They are important measures for the Company to continuously deepen process technology development and accumulation, continuously explore frontier technologies, accelerate capacity construction, and enhance core competitiveness, and are conducive to the realization of the Company's development goal of becoming a technologically leading and commercially successful semiconductor memory enterprise.
Since its establishment, the Company has, in accordance with the requirements of the Company Law, the Securities Law, the Guidelines for Articles of Association of Listed Companies, and other laws and regulations, formulated its Articles of Association, and has progressively established and improved the shareholders' meeting, the board of directors (including independent directors), board committees, and the board secretary system, and has formulated regulations related to corporate governance. Since the establishment of the relevant corporate governance structure systems, the Company's shareholders' meeting, board of directors (including independent directors), board committees, and board secretary have operated in a standardized manner in accordance with law, fulfilled their responsibilities, and the corporate governance structure has been continuously improved and perfected. During the reporting period, the Company's governance has been compliant, with no material deficiencies.
For detailed information on the establishment, improvement, and operation of the Company's shareholders' meeting, board of directors, independent directors, and board secretary system, please refer to "Section 12 Appendices" of this Prospectus, specifically "VII. Establishment, Improvement, and Operation of the Shareholders' Meeting, Board of Directors, Audit Committee, Independent Directors, and Board Secretary System." For the establishment of board committees, please refer to "Section 12 Appendices" of this Prospectus, specifically "VIII. Description of the Establishment of the Audit Committee and Other Board Committees."
The Company's board of directors issued the "Evaluation Report of Changxin Technology Group Co., Ltd. on Internal Controls Related to Financial Statements as of June 30, 2025" on September 10, 2025. In accordance with the provisions of the Basic Standards for Enterprise Internal Control and its supplementary guidelines, as well as other internal control regulatory requirements, it conducted a self-evaluation of the effectiveness of the design and operation of the Company's internal controls related to financial reporting as of June 30, 2025:
During the reporting period, the Company has established internal controls for all businesses and matters within the scope of evaluation, and these have been effectively implemented, achieving the objectives of the Company's internal controls. No material weaknesses or significant deficiencies in internal controls related to financial reporting were identified during the Company's self-evaluation of financial reporting internal controls. The design of the Company's internal controls is complete and reasonable, the implementation is effective, and it can reasonably ensure the achievement of internal control objectives. Based on deficiency identification standards, and taking into account the results of routine monitoring, special monitoring, and annual internal control evaluation, the Company has not identified any material weaknesses or significant deficiencies during the reporting period.
Deloitte issued the "Internal Control Audit Report of Changxin Technology Group Co., Ltd." (Report No.: Deshi Bao (Shen) Zi (25) No. S00750) on September 25, 2025, stating that: Changxin Technology (长鑫科技) maintained effective internal control over financial reporting in all material respects as of June 30, 2025, in accordance with the Basic Standards for Enterprise Internal Control and relevant regulations.
## III. Illegal and Regulatory Violations, Penalties, Supervisory Measures, Disciplinary Actions, or Self-Regulatory Measures Against the Issuer During the Reporting Period
During the reporting period, the Company had no material violations of laws and regulations and was not subject to any material penalties, supervisory measures, disciplinary actions, or self-regulatory measures.
## IV. Occupation of the Issuer's Funds by Major Shareholders and Their Controlled Enterprises, and Guarantees Provided by the Issuer for Them
The Issuer has no controlling shareholder or actual controller. During the reporting period, the Company was not subject to any occupation of its funds by major shareholders or enterprises controlled by them, nor did it provide any irregular guarantees for major shareholders or enterprises controlled by them.
The Company's Articles of Association and External Guarantee Management System clearly specify the approval authority and deliberation procedures for external guarantees, and the Company strictly adheres to the relevant provisions in practice.
Since its establishment, the Company has operated in a standardized manner in strict accordance with the requirements of the Company Law, the Securities Law, the Articles of Association, and other laws, regulations, and rules. In terms of assets, personnel, finance, institutions, and business, the Company possesses independence, has a complete business system and the ability to independently and continuously operate directly in the market, and has a complete R&D, procurement, production, and sales system.
The Company is a joint-stock company established through the overall conversion of Ruili Integrated (睿力集成), inheriting all assets, liabilities, and equity of the original limited liability company. The Company possesses complete qualifications, assets, and supporting facilities required for conducting business, lawfully holds ownership or use rights of land, real property, equipment, trademarks, patents, and other items needed for operations, and has an independent raw material procurement and product sales system. The Company's assets are complete, with a business system and related assets connected to its operations, and there is no situation where the Company's assets or funds are occupied by major shareholders in a manner that damages the Company's interests.
The Company has a fully independent labor, human resources, and salary management system, and an independent workforce. The Company has established a sound corporate governance structure, and directors, audit committee members, and senior management are elected and appointed in strict accordance with the Articles of Association and other relevant regulations. The Company has no senior management personnel who hold positions other than director or supervisor at enterprises controlled by the Company's major shareholders and who receive remuneration from such enterprises, nor does it have any financial personnel who hold concurrent positions at enterprises controlled by the Company's major shareholders.
The Company has established an independent financial accounting department, equipped with dedicated financial personnel, and has established an independent and complete accounting system, formulated internal financial management systems, and is capable of independently making financial decisions. The Company has independent bank accounts and fulfills independent tax obligations as an independent taxpayer.
In accordance with the requirements of the Company Law and the Articles of Association, the Company's shareholders' meeting serves as the highest authority, the board of directors as the decision-making body, and the audit committee as the supervisory body, forming a complete corporate governance structure. The Company has established a sound internal organizational structure suited to its own development needs, established corresponding internal management systems, and has independent functional departments that independently exercise operational and management authority. There is no situation where any functional department is commingled with major shareholders or enterprises controlled by them in terms of business premises, office space, or management systems.
The Issuer has no controlling shareholder or actual controller. There are no unfair competition or manifestly inequitable related-party transactions with major shareholders and other enterprises controlled by them, and there is no transfer of interests through customers or suppliers, mutual or unilateral ceding of business opportunities, or similar situations. The Company has a complete and independent operational and management system for R&D, procurement, production, and sales, and the Company's business is independent of its major shareholders and other enterprises controlled by them.
As the company in the domestic DRAM industry that has achieved independent R&D design and the largest commercially mass-produced scale, the Company possesses leading technical capabilities and industrialization ability in the domestic DRAM field. The Company's principal business is stable, with no changes to its principal business in the most recent two years.
The Company's management team and core technical personnel are stable, with no material adverse changes among directors, supervisors, senior management, or core technical personnel in the most recent two years.
During the reporting period, the Company had no material ownership disputes over principal assets, core technologies, or trademarks; no material debt repayment risks; no material contingent liabilities such as major guarantees, litigation, or arbitration; and no material changes in its operating environment that have occurred or are expected to occur—none of which would have a material impact on the Company's independent and continuous operation.
The Issuer has no controlling shareholder or actual controller, and there is no situation where other enterprises controlled by the actual controller and its persons acting in concert compete with the Company in the same industry. As of the date of signing of this Prospectus, there is no same-industry competition between the Issuer and major shareholders holding 5% or more of the Company's shares and other enterprises controlled by them.
### (II) Commitments Regarding Avoidance of Same-Industry Competition and Maintenance of Business Independence
The Company's largest shareholder, Qinghui Jidian (清辉集电), has issued a "Letter of Commitment on Avoidance of Same-Industry Competition." For details, please refer to "Section 12 Appendices" of this Prospectus, specifically "V. Commitments Related to Investor Protection," sub-section "(V) Commitment of the Largest Shareholder Qinghui Jidian (清辉集电) on Avoidance of Same-Industry Competition."
In accordance with the relevant provisions of the Company Law, Accounting Standard for Business Enterprises No. 36—Related Party Disclosures, the Listing Rules, and other applicable regulations, the major related parties and related-party relationships of the Issuer as of the end of the reporting period are as follows:
### (I) Legal Persons or Other Organizations Directly Holding 5% or More of the Issuer's Shares, and Their Persons Acting in Concert
| No. | Related Party Name | Related-Party Relationship | |-----|--------------------|---------------------------| | 1 | Qinghui Jidian (清辉集电) | Enterprise directly holding 5% or more of the Issuer's shares | | 2 | Changxin Integrated (长鑫集成) | Enterprise directly holding 5% or more of the Issuer's shares | | 3 | Chantou Gaochengzhang (产投高成长) | Person acting in concert with Changxin Integrated (长鑫集成) | | 4 | Big Fund Phase II (大基金二期) | Enterprise directly holding 5% or more of the Issuer's shares | | 5 | Anhui Provincial Investment (安徽省投) | Enterprise directly holding 5% or more of the Issuer's shares | | 6 | Hefei Jixin (合肥集鑫) | Enterprise directly holding 5% or more of the Issuer's shares |
Legal persons or other organizations directly or indirectly controlled by the above shareholders who directly hold 5% or more of the Issuer's shares are also related parties of the Issuer, except for the Issuer and its controlled subsidiaries. Among them, entities that had related-party transactions with the Issuer during the reporting period are as follows:
| No. | Related Party Name | Related-Party Relationship | |-----|--------------------|---------------------------| | 1 | Anhui Heli Forklift Sales Co., Ltd. (安徽合力叉车销售有限公司) | Subsidiary of Anhui Provincial Investment (安徽省投) |
| No. | Related Party Name | Related-Party Relationship | |-----|--------------------|---------------------------| | 1 | Hefei Chantou (合肥产投) | Enterprise indirectly holding 5% or more of the Issuer's shares | | 2 | Xinrui Investment (芯睿投资) | Enterprise indirectly holding 5% or more of the Issuer's shares | | 3 | Hefei Jixin Sishihao Enterprise Management Partnership (Limited Partnership) (合肥集鑫肆拾号企业管理合伙企业（有限合伙）) | Enterprise indirectly holding 5% or more of the Issuer's shares | | 4 | Haiheng Holdings (海恒控股) | Enterprise indirectly holding 5% or more of the Issuer's shares | | 5 | Hefei Municipal People's Government State-owned Assets Supervision and Administration Commission (合肥市人民政府国有资产监督管理委员会) | Organization indirectly holding 5% or more of the Issuer's shares | | 6 | Hefei Economic and Technological Development Zone State-owned Assets Supervision and Administration Commission (合肥经济技术开发区国有资产监督管理委员会) | Organization indirectly holding 5% or more of the Issuer's shares | | 7 | Anhui Provincial People's Government State-owned Assets Supervision and Administration Commission (安徽省人民政府国有资产监督管理委员会) | Organization indirectly holding 5% or more of the Issuer's shares |
As of the end of the reporting period, the Issuer's directors and senior management are related natural persons; for details, please refer to "Section 4 Basic Information of the Issuer" of this Prospectus, specifically "XI. Information on Directors, Supervisors, Senior Management, and Core Technical Personnel." As of the end of the reporting period, the Issuer no longer has a supervisory board.
Close family members of the above related natural persons, including their spouses, children aged 18 or above and their spouses, parents and parents-in-law, siblings and their spouses, spouses' siblings, and parents of children's spouses, are also related parties of the Issuer.
### (IV) Legal Persons or Other Organizations Directly or Indirectly Controlled by the Above Related Natural Persons, or in Which the Above Related Natural Persons (Excluding Independent Directors) Serve as Directors or Senior Management
As of the end of the reporting period, legal persons or other organizations (other than the Issuer and its subsidiaries) that are directly or indirectly controlled by the Issuer's directors or senior management, or in which such persons (excluding independent directors) serve as directors or senior management, are as follows:
| No. | Related Party Name | Primary Related-Party Relationship | |-----|--------------------|-----------------------------------| | 1 | Beijing Qinghui Xindian Enterprise Management Co., Ltd. (北京清辉鑫电企业管理有限公司) | Enterprise controlled by Zhu Yiming (朱一明) | | 2 | Qinghui Jingxuan (Hangzhou) Enterprise Management Co., Ltd. and its affiliated enterprises (清辉景瑄（杭州）企业管理有限公司及其附属企业) | Enterprise controlled by Zhu Yiming (朱一明) | | 3 | Qinghui Jingheng (Beijing) Management Consulting Co., Ltd. (清辉景恒（北京）管理咨询有限公司) | Enterprise controlled by Zhu Yiming (朱一明) | | 4 | Qinghui Management Consulting Co., Ltd. and its affiliated enterprises (清辉管理咨询有限公司及其附属企业) | Enterprise controlled by Zhu Yiming (朱一明) | | 5 | Qinghui Changxin (清辉长鑫) | Enterprise controlled by Zhu Yiming (朱一明) | | 6 | TSINGHALO LIMITED | Enterprise controlled by Zhu Yiming (朱一明) |
| No. | Related Party Name | Primary Related-Party Relationship | |-----|--------------------|-----------------------------------| | 7 | TSINGHALO PTE. LTD. | Enterprise controlled by Zhu Yiming (朱一明) | | 8 | GigaDevice and its affiliated enterprises (兆易创新及其附属企业) | Enterprise controlled by Zhu Yiming (朱一明) | | 9 | Hefei Ruike Microelectronics Co., Ltd. (合肥睿科微电子有限公司) | Enterprise in which Cao Kanyu (曹堪宇) serves as independent director | | 10 | Beijing Chuangan Microchip Technology Co., Ltd. (北京创安微芯科技有限责任公司) | Enterprise controlled by Zhao Lun (赵纶), who also serves as director and general manager | | 11 | Beijing Tongmei Xtal Technology Co., Ltd. (北京通美晶体技术股份有限公司) | Enterprise in which Zhao Lun (赵纶) serves as independent director | | 12 | Anhui Wantou Asset Management Co., Ltd. (安徽皖投资产管理有限公司) | Enterprise in which Zheng Rui (郑锐) serves as executive director and general manager | | 13 | Anhui Ankai Automobile Co., Ltd. (安徽安凯汽车股份有限公司) | Enterprise in which Zheng Rui (郑锐) serves as director | | 14 | Urban Lifeline Industry Development Group (Anhui) Co., Ltd. (城市生命线产业发展集团（安徽）有限公司) | Enterprise in which Zheng Rui (郑锐) serves as director | | 15 | Guoyuan Agricultural Insurance Co., Ltd. (国元农业保险股份有限公司) | Enterprise in which Zheng Rui (郑锐) serves as director | | 16 | Anhui Small Amount Re-lending Co., Ltd. (安徽省小额再贷款股份有限公司) | Enterprise in which Zheng Rui (郑锐) serves as director | | 17 | Digital Anhui Co., Ltd. (数字安徽有限责任公司) | Enterprise in which Zheng Rui (郑锐) serves as director | | 18 | Changhong Meiling Co., Ltd. (长虹美菱股份有限公司) | Enterprise in which Fang Wei (方炜) serves as director | | 19 | Hefei Medical Device Inspection and Testing Center Co., Ltd. (合肥市医疗器械检验检测中心有限公司) | Enterprise in which Fang Wei (方炜) serves as chairman | | 20 | Ma Steel (Hefei) Iron & Steel Co., Ltd. (马钢（合肥）钢铁有限责任公司) | Enterprise in which Fang Wei (方炜) serves as director | | 21 | Hefei Life and Health Industry Development Co., Ltd. (合肥市生命健康产业发展有限公司) | Enterprise in which Fang Wei (方炜) serves as chairman | | 22 | Hefei Science and Technology Rural Commercial Bank Co., Ltd. (合肥科技农村商业银行股份有限公司) | Enterprise in which Fang Wei (方炜) serves as director | | 23 | Anhui Anli Material Technology Co., Ltd. (安徽安利材料科技股份有限公司) | Enterprise in which Fang Wei (方炜) serves as director | | 24 | Hefei Venture Investment Guidance Fund Co., Ltd. (合肥市创业投资引导基金有限公司) | Enterprise in which Fang Wei (方炜) serves as chairman | | 25 | Hefei Gongtou Zhiju Equity Investment Co., Ltd. (合肥工投智聚股权投资有限公司) | Enterprise in which Fang Wei (方炜) serves as CFO | | 26 | National Integrated Circuit Industry Investment Fund Co., Ltd. (国家集成电路产业投资基金股份有限公司) | Enterprise in which Wei Jun (韦俊) serves as vice president | | 27 | Big Fund Phase II (大基金二期) | Enterprise in which Wei Jun (韦俊) serves as vice president | | 28 | National Integrated Circuit Industry Investment Fund Phase III Co., Ltd. (国家集成电路产业投资基金三期股份有限公司) | Enterprise in which Wei Jun (韦俊) serves as vice president | | 29 | Yangtze Memory Holdings Co., Ltd. (长江存储控股股份有限公司) | Enterprise in which Wei Jun (韦俊) and Peng Hongbing (彭红兵) serve as directors | | 30 | Yangtze Memory Technologies Co., Ltd. (长江存储科技有限责任公司) | Enterprise in which Wei Jun (韦俊) and Peng Hongbing (彭红兵) serve as directors | | 31 | Shanghai Huali Integrated Circuit Manufacturing Co., Ltd. (上海华力集成电路制造有限公司) | Enterprise in which Wei Jun (韦俊) serves as director | | 32 | Hua Hong Semiconductor Manufacturing (Wuxi) Co., Ltd. (华虹半导体制造（无锡）有限公司) | Enterprise in which Wei Jun (韦俊) serves as director | | 33 | Wuhan Xinfei Technology Investment Co., Ltd. (武汉芯飞科技投资有限公司) | Enterprise in which Wei Jun (韦俊) and Peng Hongbing (彭红兵) serve as directors | | 34 | Wuhan Xinteng Technology Investment Co., Ltd. (武汉芯腾科技投资有限公司) | Enterprise in which Wei Jun (韦俊) and Peng Hongbing (彭红兵) serve as directors | | 35 | Hua Hong Semiconductor (Wuxi) Co., Ltd. (华虹半导体（无锡）有限公司) | Enterprise in which Wei Jun (韦俊) serves as director | | 36 | Hangzhou Fu芯 Semiconductor Co., Ltd. (杭州富芯半导体有限公司) | Enterprise in which Wei Jun (韦俊) serves as director | | 37 | Hangzhou Silan Microelectronics Co., Ltd. (杭州士兰微电子股份有限公司) | Enterprise in which Wei Jun (韦俊) serves as director | | 38 | China Electronics Engineering Design Institute Co., Ltd. (中国电子工程设计院股份有限公司) | Enterprise in which Peng Hongbing (彭红兵) serves as director | | 39 | Huaxin Investment Management Co., Ltd. (华芯投资管理有限责任公司) | Enterprise in which Peng Hongbing (彭红兵) serves as director |
| No. | Related Party Name | Primary Related-Party Relationship | |-----|--------------------|-----------------------------------| | 40 | Zhongshui Xintong Technology (Wuhan) Co., Ltd. (中水信通科技（武汉）有限公司) | Enterprise in which Feng Pengxi (冯鹏熙) serves as director | | 41 | Shanghai Xinzhan Technology Co., Ltd. (上海芯展科技有限公司) | Enterprise in which Feng Pengxi (冯鹏熙) serves as director | | 42 | Wuhan Shanzhu Investment Co., Ltd. (武汉善筑投资有限公司) | Enterprise in which Feng Pengxi (冯鹏熙) serves as executive director | | 43 | Zhuhai Xinge Shanzhu Investment Co., Ltd. (珠海市芯格善筑投资有限公司) | Enterprise controlled by Feng Pengxi (冯鹏熙) |
Close family members of the Issuer's directors and senior management who directly or indirectly control, or in whom such persons (excluding independent directors) serve as directors or senior management in legal persons or other organizations other than the Issuer and its subsidiaries, are also related parties of the Issuer.
All controlled subsidiaries of the Company are related parties of the Company. For details, please refer to "Section 4 Basic Information of the Issuer" of this Prospectus, specifically "VI. Information on the Issuer's Important Subsidiaries, Other Subsidiaries, and Equity Participation Companies."
The Issuer's other related parties mainly include entities that had the circumstances listed in this section during the reporting period and within the 12 months prior to the reporting period, as well as other entities that should be identified as related parties based on the principle of substance over form. Among these, entities that had a related-party relationship with the Issuer and conducted related-party transactions during the reporting period are as follows:
| No. | Related Party Name | Related-Party Relationship | |-----|--------------------|---------------------------| | 1 | Hefei Peidun Storage Technology Co., Ltd. (合肥沛顿存储科技有限公司) | Former Issuer director Li Zhongya (李中亚) served as director during the reporting period | | 2 | Hefei Xinfeng Technology Co., Ltd. (合肥鑫丰科技有限公司) | Former Issuer director Li Zhongya (李中亚) served as director during the reporting period | | 3 | Shanghai Zefeng Semiconductor Technology Co., Ltd. (上海泽丰半导体科技有限公司) | Former Issuer director Li Zhongya (李中亚) served as director during the reporting period | | 4 | Shangyang Software (Shanghai) Co., Ltd. (上扬软件（上海）有限公司) | Former Issuer director Tang Shujun (汤树军) once served as director during the reporting period | | 5 | Beijing Huazhuo Jingke Technology Co., Ltd. (北京华卓精科科技股份有限公司) | Controlled by former Issuer independent director Zhu Yu (朱煜) during the reporting period | | 6 | Supplier L (供应商 L) | Former Issuer senior management served as senior management during the reporting period | | 7 | Customer O (客户 O) | Issuer senior management formerly served as council member and executive vice president | | 8 | China Electronics Technology Digital Technology Co., Ltd. (中电科数字技术股份有限公司) | Issuer director Wei Jun (韦俊) formerly served as independent director | | 9 | Hefei Qihang Hengxin Investment Fund Partnership (Limited Partnership) (合肥启航恒鑫投资基金合伙企业（有限合伙）) | Private fund for which the Issuer's subsidiary serves as fund manager; identified as related party based on substance over form | | 10 | Company H (公司 H) | Important equity-participation company of the Issuer; identified as related party based on substance over form | | 11 | Company D (公司 D) | Important equity-participation company of the Issuer; identified as related party based on substance over form | | 12 | Company F (公司 F) | Important prospective equity-participation company of the Issuer; identified as related party based on substance over form |
During the reporting period, Customer E (客户 E) was once a related party, and the related-party relationship between the two parties was terminated as of June 2022. During the reporting period,
the Issuer primarily sold DRAM products and services to Customer E (客户 E). The transaction amounts for each period of the reporting period were RMB 0, RMB 24,847,500, RMB 1,252,566,600, and RMB 1,507,461,800, respectively. Transaction prices were determined by negotiation with reference to market conditions and are fair.
### (I) Overall Situation of Related-Party Transactions and Criteria for Determining Material Related-Party Transactions
In accordance with the Issuer's Related-Party Transaction Management System, the criteria for material related-party transactions are: transactions with related natural persons where the transaction amount is RMB 300,000 or more; transactions with related legal persons where the transaction amount accounts for 0.1% or more of the Company's most recently audited total assets or market capitalization, and exceeds RMB 3,000,000.
The overall situation of the Issuer's related-party transactions during the reporting period is as follows:
| Type | Related Party Name | Transaction Content | Whether Material Related-Party Transaction | |------|-------------------|---------------------|-------------------------------------------| | Recurring Related-Party Transactions | Hefei Peidun (合肥沛顿) | Procurement of packaging and testing services | Yes | | | Hefei Xinfeng (合肥鑫丰) | Procurement of packaging and testing services | Yes | | | Changxin Integrated (长鑫集成) | Procurement of project management services | No | | | Haiheng Holdings (海恒控股) | Procurement of other services | No | | | Huazhuo Jingke (华卓精科) | Procurement of technical services | No | | | Shangyang Software (上扬软件) | Procurement of technical services | No | | | Customer O (客户 O) | Procurement of technical services | No | | | China Electronics Technology Digital (中电科) | Procurement of renovation services | No | | | Supplier L (供应商 L) | Procurement of fixed assets, etc. | Yes | | | GigaDevice Group (兆易创新集团) | Procurement of other services | No | | | Zefeng Semiconductor (泽丰半导体) | Procurement of technical services | No | | | GigaDevice Group (兆易创新集团) | Wafer foundry services and DRAM sales | Yes | | | Customer O (客户 O) | Provision of technical and other services | Yes | | | Company F (公司 F) | Provision of services | No | | | Company D (公司 D) | Provision of services | No | | | Qihang Hengxin (启航恒鑫) | Provision of services | No | | | Company H (公司 H) | Sale of materials and other | No | | Incidental Related-Party Transactions | Hefei Chantou (合肥产投) | Entrusted loans | Yes | | | Hefei Chantou (合肥产投), Changxin Integrated (长鑫集成) | Related-party guarantees | Yes | | | Changxin Integrated (长鑫集成) | Procurement of fixed assets | No | | | Huazhuo Jingke (华卓精科) | Procurement of fixed assets | No |
| Type | Related Party Name | Transaction Content | Whether Material Related-Party Transaction | |------|-------------------|---------------------|-------------------------------------------| | | Hefei Peidun (合肥沛顿) | Procurement of fixed assets | No | | | China Electronics Technology Digital (中电科) | Procurement of fixed assets | No | | | Changhong Meiling (长虹美菱) | Procurement of fixed assets | No | | | Anhui Heli Forklift (安徽合力叉车) | Procurement of fixed assets | No | | | Hefei Jixin (合肥集鑫) | Fund lending | No |
The material recurring related-party transactions of the Issuer during the reporting period are as follows:
The situation of the Issuer's procurement of goods and acceptance of services from related parties during the reporting period is as follows:
| Related Party Name | Transaction Content | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |--------------------|--------------------|--------------------|----------------|----------------|----------------| | Hefei Peidun (合肥沛顿) | Packaging and testing services | - | - | 24,449.65 | 3,668.27 | | Hefei Xinfeng (合肥鑫丰) | Packaging and testing services | - | - | 10,999.47 | 17,196.58 | | **Total** | | **-** | **-** | **35,449.11** | **20,864.85** | | **As % of cost of revenue** | | **-** | **-** | **3.83%** | **2.44%** |
Note: The Issuer's former director Li Zhongya (李中亚) served as a director of Hefei Peidun (合肥沛顿) and Hefei Xinfeng (合肥鑫丰), and resigned from those related-party positions in August 2022. The related-party relationship between the Issuer and Hefei Peidun and Hefei Xinfeng terminated 12 months later, in August 2023. Based on the history of cooperation, the two parties have continued to maintain a business cooperative relationship. Only transaction amounts from 2022 to August 2023 are presented here.
The Issuer and Hefei Peidun (合肥沛顿) began cooperation in 2021. Due to Hefei Peidun's geographical advantages and rapid response speed, after initial small-scale verification, as the Issuer's capacity construction grew and packaging and testing demands increased, the transaction volume between the two parties grew rapidly. Hefei Peidun became one of the Issuer's packaging and testing service suppliers through the Issuer's supplier selection mechanism. Transaction prices were determined by negotiation with reference to market prices, and the relevant transaction prices are fair.
The Issuer and Hefei Xinfeng (合肥鑫丰) began cooperation in 2020, due to Hefei Xinfeng's geographical advantages and rapid response speed. Hefei Xinfeng became one of the Issuer's packaging and testing service suppliers through the Issuer's supplier selection mechanism. Transaction prices were determined by negotiation with reference to market prices, and the relevant transaction prices are fair.
The situation of the Issuer's sales of goods and provision of services to related parties during the reporting period is as follows:
| Related Party Name | Transaction Content | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |--------------------|--------------------|--------------------|----------------|----------------|----------------| | GigaDevice Group (兆易创新集团) | Wafer foundry services, etc. | 31,443.72 | 50,962.72 | 14,362.44 | 2,212.28 | | GigaDevice Group (兆易创新集团) | DRAM sales | 11,904.50 | 50,842.48 | 62,002.03 | 86,393.40 | | Customer O (客户 O) | Technical and other services | - | - | 14,249.22 | 15,699.27 | | **Total** | | **43,348.22** | **101,805.20** | **90,613.69** | **104,304.95** | | **As % of revenue** | | **2.81%** | **4.21%** | **9.97%** | **12.59%** |
Note: The Issuer's senior management formerly served as executive vice president and council member of Customer O (客户 O), and resigned from those related-party positions in August 2022. The related-party relationship between the Issuer and Customer O terminated 12 months later, in August 2023. Only transaction amounts from 2022 to August 2023 are presented here.
During the reporting period, the content of the Issuer's sales to GigaDevice Group (兆易创新集团) mainly included proprietary DRAM products and the provision of foundry services. The specific situations are as follows:
GigaDevice Group (兆易创新集团) is a fabless semiconductor design company. The Company is one of the few IDM China manufacturers domestically with the capability to provide foundry services for DRAM products. In order to achieve product layout and sales in the DRAM niche market, GigaDevice Group successively procured wafer foundry services for DRAM products from the Company, and as the foundry products entered mass production, the Issuer's foundry service revenue from GigaDevice Group increased during the reporting period.
During the reporting period, on one hand, GigaDevice Group procured DRAM chips or wafers from the Company based on its own product development and customer service needs. On the other hand, during the early stage of market expansion, the Company distributed DRAM products through GigaDevice Group. As the Company's business scale expanded and sales channels improved, the Company ceased distributing DRAM products through GigaDevice Group in the second half of 2023.
During the reporting period, the Company's cooperation with GigaDevice Group was priced by negotiation based on market prices, which is fair. As the Company's revenue scale has expanded, the proportion of related-party transactions has declined year by year, and has not had a material adverse impact on the Issuer's financial condition, operating results, or principal business.
During the reporting period, the Issuer primarily provided Customer O (客户 O) with comprehensive technical services including wafer fabrication runs (tape-out), sample analysis, and testing. Customer O is a non-governmental non-enterprise unit (民办非企业单位) that primarily conducts academic research, academic exchange, professional training, technology transfer, technology R&D, technology consulting, and technology promotion and application related to memory. The Issuer is China's largest-scale, most technologically advanced,
and most comprehensively positioned integrated DRAM R&D design and manufacturing enterprise. The two parties have a natural basis for cooperation in the memory area. The prices agreed upon by both parties are determined through mutual negotiation, the prices are fair, and this has not had a material adverse impact on the Issuer's financial condition, operating results, or principal business.
The specific situation of the Issuer's procurement of fixed assets from related parties during the reporting period is as shown in the following table:
| Related Party Name | Transaction Content | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |--------------------|--------------------|--------------------|----------------|----------------|----------------| | Supplier L (供应商 L) | Procurement of fixed assets, etc. | 110,536.41 | - | - | - |
During the reporting period, the Issuer primarily procured semiconductor manufacturing-related equipment and spare parts from Supplier L (供应商 L), and the procurement prices are fair.
The situation of entrusted loans between the Issuer and its related parties during the reporting period is as follows:
| Period | Related Party | Opening Balance | Borrowed During Period | Repaid During Period | Closing Balance | |--------|--------------|-----------------|----------------------|---------------------|----------------| | Full Year 2023 | Hefei Chantou (合肥产投) | 130,000.00 | - | 130,000.00 | - | | Full Year 2022 | Hefei Chantou (合肥产投) | - | 130,000.00 | - | 130,000.00 |
| Item | Related Party Name | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |------|--------------------|-------------------|--------------------|----------------|----------------| | Interest expense | Hefei Chantou (合肥产投) | - | - | 2,351.56 | 1,897.28 |
During the reporting period, due to principal business operating fund requirements and other reasons, the Issuer borrowed funds through related-party entrusted loans, which was necessary and reasonable for business purposes. The interest rate on the entrusted loans was close to the contemporaneous bank loan interest rate, and is fair. Aside from the above related-party entrusted loans, there are no other entrusted loans between the Issuer and related parties. As of the end of the reporting period, the entrusted loan borrowings have been fully settled. There is no situation of using related-party transactions to transfer benefits to the Company or related parties, and this has not had an adverse impact on the Issuer's financial condition, operating results, or principal business.
The situation of the Issuer's acceptance of guarantees provided by related parties during the reporting period is as follows:
**(1)** On September 6, 2019, the Issuer's related parties Changxin Integrated (长鑫集成) and Hefei Chantou (合肥产投) respectively signed the "Syndicated Loan Guarantee Agreement" with the Anhui Branch of China Development Bank, the Hefei Branch of Huishang Bank Co., Ltd., and the Hefei Branch of Agricultural Bank of China Co., Ltd. (hereinafter collectively referred to as "the Lending Banks"). According to the agreement, Changxin Integrated and Hefei Chantou provide joint and several liability guarantees for the Issuer's loans from the Lending Banks under the principal loan agreements (loan term from September 11, 2019 to September 10, 2031) and the corresponding interest, penalty interest, and other guaranteed debts. As of June 30, 2025, under the above guarantee agreements, the outstanding principal balance of the Issuer's debts to the Lending Banks was RMB 4,143,700,000 (4,143.70 million yuan).
**(2)** On November 7, 2019, the Issuer's related parties Changxin Integrated (长鑫集成) and Hefei Chantou (合肥产投) respectively signed the "Foreign Currency Syndicated Loan Guarantee Agreement" with the Lending Banks. According to the agreement, Changxin Integrated and Hefei Chantou provide joint and several liability guarantees for the Issuer's loans from the Lending Banks (loan term from November 13, 2019 to November 12, 2031) and the corresponding interest, penalty interest, and other guaranteed debts. As of June 30, 2025, under the above guarantee agreements, the outstanding principal balance of the Issuer's debts to the Lending Banks was USD 465,760,000 (46,576.00 万美元).
**(3)** The Issuer's related party Hefei Chantou (合肥产投) signed the "Repayment Shortfall Supplement Agreement" with Xinxin Financial Leasing (Jiangsu) Co., Ltd. on November 22, 2019, February 17, 2020, and May 19, 2020, respectively. According to the agreements, Hefei Chantou undertakes the obligation to supplement any shortfall in repayment of the payable rentals and other payable amounts of the Issuer under the "Sale and Leaseback Agreement" signed between the Issuer and Xinxin Financial Leasing (Jiangsu) Co., Ltd. As of June 30, 2025, the relevant agreements have been fully performed.
During the reporting period, due to project construction and equipment purchases, there were instances where related parties provided guarantee surety when the Issuer applied for bank loans and conducted equipment finance leasing. Such circumstances are reasonable.
The situation of the Company's procurement of goods and acceptance of services from related parties during the reporting period is as follows:
| Related Party Name | Transaction Content | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |--------------------|--------------------|--------------------|----------------|----------------|----------------| | Changxin Integrated (长鑫集成) | Project management services | - | - | - | 484.06 | | Huazhuo Jingke (华卓精科) | Technical services | 2.41 | 13.66 | 30.10 | - | | China Electronics Technology Digital (中电科) | Renovation services | - | 4.88 | - | - | | Zefeng Semiconductor (泽丰半导体) | Technical services | - | - | 2.23 | 2.08 | | Shangyang Software (上扬软件) | Technical services | - | - | 138.77 | 81.85 | | Customer O (客户 O) | Technical services | - | - | 47.69 | 520.03 |
| Related Party Name | Transaction Content | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |--------------------|--------------------|--------------------|----------------|----------------|----------------| | GigaDevice Group (兆易创新集团) | Other services | - | - | - | 223.15 | | Haiheng Holdings (海恒控股) | Other services | 65.17 | 390.17 | 377.79 | 307.15 | | **Total** | | **67.58** | **408.71** | **596.58** | **1,618.33** | | **As % of cost of revenue** | | **0.01%** | **0.02%** | **0.06%** | **0.19%** |
The above general related-party procurement transactions are small in amount and proportion, and are all determined by negotiation based on market prices; the transaction prices are fair and have not had a material adverse impact on the Issuer's financial condition, operating results, or principal business.
The situation of the Company's sales of goods and provision of services to related parties during the reporting period is as follows:
| Related Party Name | Transaction Content | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |--------------------|--------------------|--------------------|----------------|----------------|----------------| | Company F (公司 F) | Service revenue | 12,049.79 | 1,635.05 | - | - | | Company D (公司 D) | Service revenue | 6,475.68 | 5,967.99 | - | - | | Qihang Hengxin (启航恒鑫) | Other services | 493.21 | 527.49 | - | - | | Company H (公司 H) | Material sales and other | 138.94 | 86.87 | 3.59 | - | | **Total** | | **19,157.61** | **8,217.40** | **3.59** | **-** | | **As % of revenue** | | **1.24%** | **0.34%** | **0.00%** | **-** |
The Issuer primarily provides technical services, operational and human resources consulting services to Company D (公司 D) and Company F (公司 F). Transactions between the two parties are determined by negotiation based on market prices, and the transaction prices are fair.
Other general related-party sales transactions beyond the above are small in amount and proportion, and are all determined through friendly negotiation based on market prices; the transaction prices are fair and have not had a material adverse impact on the Issuer's financial condition, operating results, or principal business.
The specific situation of the Issuer's procurement of fixed assets from related parties during the reporting period is as shown in the following table:
| Related Party Name | Transaction Content | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |--------------------|--------------------|--------------------|----------------|----------------|----------------| | Changxin Integrated (长鑫集成) | Procurement of fixed assets | 188.12 | 7,556.26 | 11,472.51 | 11,747.54 | | Huazhuo Jingke (华卓精科) | Procurement of fixed assets | 110.62 | - | - | - | | Hefei Peidun (合肥沛顿) | Procurement of fixed assets | - | - | 1,127.24 | - |
| Related Party Name | Transaction Content | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |--------------------|--------------------|--------------------|----------------|----------------|----------------| | China Electronics Technology Digital (中电科) | Procurement of fixed assets | - | - | 75.00 | - | | Changhong Meiling (长虹美菱) | Procurement of fixed assets | 46.04 | 32.79 | - | - | | Anhui Heli Forklift (安徽合力叉车) | Procurement of fixed assets | - | - | 1.15 | - | | **Total** | | **344.78** | **7,589.05** | **12,675.90** | **11,747.54** |
The Issuer signed an agreement with Changxin Integrated (长鑫集成), entrusting it to undertake the construction of the "Hefei Changxin Phase II Project 220kV Power Transmission and Transformation Project." The price agreed upon by both parties is settled based on mutually confirmed costs and expenses; the price is fair and has not had a material adverse impact on the Issuer's financial condition, operating results, or principal business.
The situation of general incidental fund lending between the Issuer and its related parties during the reporting period is as follows:
| Period | Related Party | Opening Balance | Lent During Period | Recovered During Period | Closing Balance | |--------|--------------|-----------------|-------------------|------------------------|----------------| | Full Year 2023 | Hefei Jixin (合肥集鑫) | - | 9,000.00 | 9,000.00 | - |
| Item | Related Party Name | January–June 2025 | Full Year 2024 | Full Year 2023 | Full Year 2022 | |------|--------------------|-------------------|--------------------|----------------|----------------| | Interest income | Hefei Jixin (合肥集鑫) | - | - | 48.09 | - |
During the reporting period, due to transitional funding gaps arising from the entry and exit of employees in the employee stock ownership plan, the Issuer engaged in fund lending with related party Hefei Jixin (合肥集鑫). The lending interest rate was determined based on the contemporaneous 1-year LPR, which is fair. By the end of 2023, the relevant fund lending amounts had been fully settled. The Company continuously improves its internal control systems and strictly manages fund lending situations. The above related-party fund lending has been fully repaid within the reporting period.
The remuneration paid by the Company to directors, supervisors, and senior management during the reporting period is as shown in the following table:
This enterprise hereby undertakes that the content of this Prospectus is truthful, accurate, and complete, contains no false records, misleading statements, or material omissions, and that it will fulfill its commitments in accordance with the principle of good faith and bear corresponding legal liability.
This company has reviewed the Prospectus and confirms that the content of the Prospectus is truthful, accurate, and complete, contains no false records, misleading statements, or material omissions, and bears corresponding legal liability.
I have carefully read the entire content of the Prospectus of Changxin Technology Group Co., Ltd. (长鑫科技集团股份有限公司), and confirm that the Prospectus contains no false records, misleading statements, or material omissions. I assume corresponding legal liability for the truthfulness, accuracy, completeness, and timeliness of the Prospectus.
I have carefully read the entire content of the Prospectus of Changxin Technology Group Co., Ltd. (长鑫科技集团股份有限公司), and confirm that the Prospectus contains no false records, misleading statements, or material omissions. I assume corresponding legal liability for the truthfulness, accuracy, completeness, and timeliness of the Prospectus.
This company has reviewed the Prospectus and confirms that the content of the Prospectus is truthful, accurate, and complete, contains no false records, misleading statements, or material omissions, and bears corresponding legal liability.
I have carefully read the entire content of the Prospectus of Changxin Technology Group Co., Ltd. (长鑫科技集团股份有限公司), and confirm that the Prospectus contains no false records, misleading statements, or material omissions. I assume corresponding legal liability for the truthfulness, accuracy, completeness, and timeliness of the Prospectus.
This firm and the handling lawyers have read the Prospectus for the initial public offering and listing on the STAR Market of Changxin Technology Group Co., Ltd. (长鑫科技集团股份有限公司), and confirm that the Prospectus contains no contradiction with the legal opinion issued by this firm. This firm and the handling lawyers have no objection to the content of the legal opinion cited by the issuer in the Prospectus, and confirm that the Prospectus will not contain false records, misleading statements, or material omissions due to the aforementioned content. This firm and the handling lawyers assume corresponding legal liability for the truthfulness, accuracy, and completeness thereof.
This firm and the signing certified public accountants have read the Prospectus of Changxin Technology Group Co., Ltd. (长鑫科技集团股份有限公司) (hereinafter referred to as the "Issuer"), and confirm that the Prospectus contains no contradiction with the audit reports on the Issuer's financial statements for the period from January 1 to June 30, 2025, fiscal year 2024, fiscal year 2023, and fiscal year 2022, the special statement on the comparison table of differences between original financial statements and filed financial statements, the special statement on the schedule of non-recurring gains and losses, the special statement on the tax payment situation for major taxes, and the internal control audit report as of June 30, 2025 (hereinafter collectively referred to as "Reports and Statements") issued by this firm. This firm and the signing certified public accountants have no objection to the content of the aforementioned Reports and Statements cited by the Issuer in the Prospectus, and confirm that the Prospectus will not contain false records, misleading statements, or material omissions due to the aforementioned content, and bear corresponding legal liability.
Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) (德勤华永会计师事务所（特殊普通合伙）) Executive Partner: Tang Lianjiong
This firm and the signing certified public accountants have read the Prospectus of Changxin Technology Group Co., Ltd. (长鑫科技集团股份有限公司) (hereinafter referred to as the "Issuer"), and confirm that the Prospectus contains no contradiction with the capital verification report (Deloitte Report (Verification) Zi (23) No. 00178) (hereinafter referred to as the "Capital Verification Report") issued by this firm regarding the changes in the Issuer's registered capital and paid-in capital as of June 26, 2023. This firm and the signing certified public accountants have no objection to the content of the aforementioned Capital Verification Report cited by the Issuer in the Prospectus, and confirm that the Prospectus will not contain false records, misleading statements, or material omissions due to the aforementioned content, and bear corresponding legal liability.
Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) (德勤华永会计师事务所（特殊普通合伙）) Executive Partner: Tang Lianjiong
This institution and the signing asset appraisers have read the Prospectus and confirm that the Prospectus contains no contradiction with the asset appraisal report issued by this institution. This institution and the handling personnel have no objection to the content of the asset appraisal report cited by the Issuer in the Prospectus, and confirm that the Prospectus will not contain false records, misleading statements, or material omissions due to the aforementioned content, and bear corresponding legal liability for truthfulness, accuracy, and completeness thereof.
(1) Sponsorship letter for the offering; (2) Sponsorship letter for the listing; (3) Legal opinion; (4) Financial statements and audit reports; (5) Articles of Association (draft); (6) Arrangements for implementing relevant regulations on investor relations management, procedures for dividend distribution decisions, and status of establishment of shareholder voting mechanisms; (7) Commitments related to investor protection; (8) Other commitment matters made by the issuer and other responsible parties in connection with the current offering and listing; (9) Internal control audit report; (10) Schedule of non-recurring gains and losses certified by certified public accountants; (11) Establishment and operation of the shareholders' general meeting, board of directors, audit committee, independent directors, and board secretary systems; (12) Description of the establishment of the audit committee and other special committees; (13) Specific details of the use of raised funds; (14) Other important documents related to the current offering.
Inspection Hours: On working days, 9:30–11:30 a.m. and 1:00–3:00 p.m.
Inspection Location: The registered address of the company and the sponsor (lead underwriter).
In addition to the above inspection locations, investors may also log onto the websites designated by the CSRC and the stock exchange to review the full text of the Prospectus and related appendices.
| Item | Content | |---|---| | Enterprise Name | Guangzhou Xinde Xincheng Technology Investment Partnership (Limited Partnership) (广州信德鑫成科技投资合伙企业（有限合伙）) | | Registered Address | Room 2601, Main Building (self-named), No. 26 Machang Road, Tianhe District, Guangzhou | | Principal Place of Business | Room 2601, Main Building (self-named), No. 26 Machang Road, Tianhe District, Guangzhou | | Executive Partner | GF Xinde Investment Management Co., Ltd. (广发信德投资管理有限公司) | | Subscribed Capital Contribution | RMB 437,601,000 (43,760.10 万元) | | Paid-in Capital Contribution | RMB 437,601,000 (43,760.10 万元) | | Date of Establishment | December 25, 2024 | | Principal Business | Investment activities | | Relationship with Issuer's Principal Business | Unrelated to the Issuer's business |
As of the date of signing of this Prospectus, the partnership interest structure of Guangzhou Xinde is as follows:
| No. | Partner Name | Subscribed Capital Contribution (10,000 RMB / 万元) | Contribution Ratio (%) | |---|---|---|---| | 1 | Anhui Province New Generation Information Technology Industry Fund Partnership (Limited Partnership) (安徽省新一代信创产业基金合伙企业（有限合伙）) | 20,487.50 | 46.82% | | 2 | Zhongshan Gongyong GF Xinde New Energy Industry Investment Fund (Limited Partnership) (中山公用广发信德新能源产业投资基金（有限合伙）) | 5,910.00 | 13.51% | | 3 | GF Xinde Wanneng (Hanshan) Equity Investment Fund Partnership (Limited Partnership) (广发信德皖能（含山）股权投资基金合伙企业（有限合伙）) | 5,350.00 | 12.23% | | 4 | Dongguan GF Xinde Phase I Technology Venture Investment Partnership (Limited Partnership) (东莞广发信德一期科技创业投资合伙企业（有限合伙）) | 4,407.50 | 10.07% | | 5 | GF Xinde (Zhangzhou Xiangcheng District) Digital Industry Investment and Development Partnership (广发信德（漳州芗城区）数字产业投资发展合伙企业) | 4,000.00 | 9.14% | | 6 | Zhuhai GF Xinde Dongying Venture Investment Fund Partnership (Limited Partnership) (珠海广发信德东盈创业投资基金合伙企业（有限合伙）) | 2,000.00 | 4.57% | | 7 | Foshan GF Xinde Yueying New Industry Equity Investment Partnership (Limited Partnership) (佛山市广发信德粤盈新产业股权投资合伙企业（有限合伙）) | 1,605.00 | 3.67% | | 8 | GF Xinde Investment Management Co., Ltd. (广发信德投资管理有限公司) | 0.10 | 0.00% | | **Total** | | **43,760.10** | **100.00%** |
| Item | Content | |---|---| | Enterprise Name | Zhejiang Alibaba Cloud Computing Co., Ltd. (浙江阿里巴巴云计算有限公司) | | Registered Address | Room 533, Floor 5, Building 3, No. 969 Wenyi West Road, Wuchang Street, Yuhang District, Hangzhou, Zhejiang Province | | Principal Place of Business | Room 533, Floor 5, Building 3, No. 969 Wenyi West Road, Wuchang Street, Yuhang District, Hangzhou, Zhejiang Province | | Registered Capital | RMB 70,029,788 (7,002.9788 万元) | | Paid-in Capital | RMB 70,000,000 (7,000.0000 万元) | | Date of Establishment | December 13, 2011 | | Principal Business | Computer software business | | Relationship with Issuer's Principal Business | Unrelated to the Issuer's business |
As of the date of signing of this Prospectus, the equity structure of Alibaba Cloud Computing is as follows:
| No. | Shareholder Name | Subscribed Capital Contribution (10,000 RMB / 万元) | Shareholding Ratio (%) | |---|---|---|---| | 1 | Ali Software China Holdings Co., Ltd. (阿里软件中国控股有限公司) | 7,002.9788 | 100.00 | | **Total** | | **7,002.9788** | **100.00** |
## IV. Arrangements for Implementing Relevant Regulations on Investor Relations Management, Dividend Distribution Decision Procedures, and Status of Establishment of Shareholder Voting Mechanisms
In order to genuinely protect the lawful rights and interests of investors, particularly small and medium investors, and to improve the corporate governance structure, the Company, in accordance with the provisions of the Company Law, the Securities Law, and other laws and regulations, has established a comprehensive investor rights protection system and implemented it strictly, truthfully, accurately, completely, and timely reports and discloses information, actively and reasonably implements profit distribution policies, and ensures investors' rights to obtain company information, enjoy asset returns, participate in major decisions, and select managers in accordance with the law.
In order to standardize the Company's information disclosure behavior, ensure that information disclosure is truthful, accurate, complete, and timely, and genuinely protect the lawful rights and interests of the company, shareholders, and investors, the issuer has formulated the Information Disclosure Management System in accordance with the relevant provisions of the Company Law, the Securities Law, the Measures for the Administration of Information Disclosure of Listed Companies, the Listing Rules, and other relevant laws and regulations, as well as the Articles of Association, which clarifies the responsibilities and obligations of the company's management in information disclosure. This system helps strengthen information communication between the company and investors, improves the level of standardized operation and corporate governance, and provides institutional guarantees for investors, especially small and medium investors.
After the current offering and listing, the issuer will strictly implement the above systems and measures, protect investors' right to know and right to participate in decisions, and genuinely protect investors' lawful rights and interests.
The Company has established the Board of Directors Office to be responsible for specific information disclosure and investor relations management work, designated the Board Secretary as the person in charge of investor relations management, and equipped dedicated staff responsible for carrying out investor relations management work, and managing, operating, and maintaining relevant channels and platforms for investor relations management. The Board Secretary will be responsible for receiving investor visits, answering investor inquiries, and providing investors with information disclosure materials and other related work.
In order to strengthen investor relations management, improve the quality of information disclosure, and promote investors' understanding of the company, the issuer will, in accordance with the Investor Relations Management System, carry out relevant work related to the construction, management, and maintenance of investor relations, actively listen to investors' opinions and suggestions, establish a smooth communication and exchange platform for investors and the company, ensure that investors are entitled by law to obtain company information, enjoy asset returns, participate in major decisions, and select managers, genuinely safeguard the interests of all shareholders, especially small and medium shareholders, and strive to maximize company value and shareholder interests.
The dividend distribution decision procedures of the Company after its offering and listing are set forth in "Section 9: Investor Protection" — "II. Dividend Distribution Policy of the Issuer" of this Prospectus.
The Company's Articles of Association and Rules of Procedure for Shareholders' General Meetings have made clear provisions on the shareholder voting mechanism, including the cumulative voting system for electing directors, the separate vote-counting mechanism for small and medium investors, online voting for shareholders' general meeting deliberations, and the arrangements related to the proxy solicitation mechanism. The specific contents are as follows:
The Articles of Association stipulate that when the shareholders' general meeting votes on the election of directors, the cumulative voting system may be implemented in accordance with the provisions of the Articles of Association or resolutions of the shareholders' general meeting. Where a single shareholder and its persons acting in concert hold shares representing 30% or more of the interests, or where the shareholders' general meeting elects two or more independent directors, the cumulative voting system shall be adopted.
The cumulative voting system referred to in the preceding paragraph means that when the shareholders' general meeting elects directors, each share carries voting rights equal in number to the number of directors to be elected, and a shareholder's voting rights may be used in a concentrated manner. The board of directors shall publicly disclose the resumes and basic information of candidate directors to shareholders.
Where the shareholders' general meeting elects directors by cumulative voting, the votes for independent directors and non-independent directors shall be counted separately.
When the shareholders' general meeting deliberates on major matters affecting the interests of small and medium investors, the votes of small and medium investors shall be counted separately. The results of the separate vote count shall be promptly disclosed publicly.
The location of the Company's shareholders' general meeting shall be: the Company's registered address, its daily office address, or the location specified in the notice of the shareholders' general meeting. The time and location of the in-person meeting shall be selected to facilitate shareholders' attendance.
The shareholders' general meeting will set up a meeting venue and be held in the form of an in-person meeting. In addition to holding the shareholders' general meeting in the form of an in-person meeting, it may also be held simultaneously by electronic communication. The Company will also provide communication voting, online voting, and other methods for shareholders to conveniently attend the shareholders' general meeting. Shareholders who attend the shareholders' general meeting through the above methods shall be deemed to be present.
The Company's board of directors, independent directors, shareholders holding 1% or more of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations, or the requirements of the China Securities Regulatory Commission may publicly solicit shareholders' voting rights. The solicitation of shareholders' voting rights shall fully disclose to the solicited persons specific voting intentions and other information. It is prohibited to solicit shareholders' voting rights in a paid or disguised paid manner. Except under legally prescribed conditions, the Company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.
### (I) Commitments Regarding Lock-up Arrangements for Shares Held by Pre-Offering Shareholders, Voluntary Lock-up of Shares, Extension of Lock-up Periods, and Shareholders' Intentions Regarding Shareholding and Reduction
#### 1. Commitments Regarding Lock-up Arrangements for Shares Held, Voluntary Lock-up of Shares, and Extension of Lock-up Periods
##### (1) Commitments of Shareholders Collectively Holding No Less Than 51% of the Total Pre-Offering Shares
"1. This enterprise will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 36 months from the date of the issuer's shares listing on the stock exchange, the promisor shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering held by the promisor, nor shall the issuer repurchase the aforementioned shares held by the promisor.
2. Prior to the issuer achieving profitability, within 3 complete fiscal years from the date the issuer's shares begin trading on the stock exchange, the enterprise shall not transfer or entrust others to manage the shares of the issuer directly or indirectly held by this enterprise prior to the current offering and listing, nor propose that the issuer repurchase such shares; within the 4th and 5th fiscal years from the date the issuer's shares begin trading on the stock exchange, the annual reduction of shares of the issuer directly or indirectly held by this enterprise prior to the current offering and listing shall not exceed 2% of the issuer's total share capital. After the issuer achieves profitability, this enterprise may reduce its shares of the issuer directly or indirectly held prior to the current offering and listing from the day after the disclosure of the issuer's annual report for that year, but shall comply with other provisions of this commitment letter.
3. If the issuer's net profit in the year of listing (based on net profit attributable to parent company after deducting non-recurring gains and losses, the same below) declines by more than 50% compared to the year before listing, the lock-up period for shares currently held by this enterprise shall be extended by 12 months; if the issuer's net profit in the second year after listing declines by more than 50% compared to the year before listing, the lock-up period for shares currently held by this enterprise shall be extended by a further 12 months on the basis of the preceding item; if the issuer's net profit in the third year after listing declines by more than 50% compared to the year before listing, the lock-up period for shares currently held by this enterprise shall be extended by a further 12 months on the basis of the preceding two items. The "shares currently held" referred to above shall respectively mean the shares acquired by this enterprise before the issuer's listing and still held at the time of disclosure of the issuer's annual report in the year of listing and in the second and third years thereafter.
4. Within 6 months after the issuer's shares are listed, if the closing price of the issuer's shares is below the offering price of the initial public offering for 20 consecutive trading days, or if the closing price at the end of the 6-month period after the issuer's shares are listed (if such day is not a trading day, then the first trading day thereafter) is below the offering price of the initial public offering, the lock-up period for the shares of the issuer held by this enterprise prior to the initial public offering shall automatically be extended by at least 6 months.
5. The promisor will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions).
6. During the period when the promisor holds shares, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to share lock-up and reduction change, the promisor shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
**2) Commitments of Changxin Integrated (长鑫集成), National IC Fund Phase II (大基金二期), Hefei Jixin (合肥集鑫), Anhui Provincial Investment (安徽省投), and Chantou High-Growth (产投高成长)**
"1. This enterprise will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 36 months from the date of the issuer's shares listing on the stock exchange, the promisor shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering held by the promisor, nor shall the issuer repurchase the aforementioned shares held by the promisor.
2. The promisor will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions).
3. During the period when the promisor holds shares, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to share lock-up and reduction change, the promisor shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
"1. This enterprise will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 36 months from the date of the issuer's shares listing on the stock exchange, the promisor shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering held by the promisor, nor shall the issuer repurchase the aforementioned shares held by the promisor.
2. The promisor will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions).
3. During the period when the promisor holds shares, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to share lock-up and reduction change, the promisor shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
##### (2) Commitments of Newly Added Shareholders/Newly Added Share Holders in the Most Recent Year: Alibaba Cloud Computing (阿里云计算), Guangzhou Xinde (广州信德), and Xingqi Daohe (星棋道和)
"1. This enterprise will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 12 months from the date of the issuer's shares listing on the stock exchange, the promisor shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering held by the promisor, nor shall the issuer repurchase the aforementioned shares held by the promisor. For the new shares of the issuer acquired by the promisor within 12 months before the issuer filed the application for the initial public offering, from the date of acquisition of such shares (the date of acquisition refers to the date on which the relevant share change is completed and registered with the market supervision and administration bureau; for new shares acquired by way of share transfer, the date of acquisition is the date on which such change is recorded in the issuer's register of shareholders) within 36 months, the promisor shall not transfer or entrust others to manage such shares, nor shall the issuer repurchase such shares held by the promisor.
2. The promisor will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions).
3. During the period when the promisor holds shares, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to share lock-up and reduction change, the promisor shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
"1. This enterprise will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 12 months from the date of the issuer's shares listing on the stock exchange, the promisor shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering held by the promisor, nor shall the issuer repurchase the aforementioned shares held by the promisor. For the new shares of the issuer acquired by the promisor within 6 months before the issuer filed the application for the initial public offering, from the date of acquisition of such shares (the date of acquisition refers to the date on which the relevant share change is completed and registered with the market supervision and administration bureau; for new shares acquired by way of share transfer, the date of acquisition is the date on which such change is recorded in the issuer's register of shareholders) within 36 months, the promisor shall not transfer or entrust others to manage such shares, nor shall the issuer repurchase such shares held by the promisor.
2. The promisor will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions).
3. During the period when the promisor holds shares, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to share lock-up and reduction change, the promisor shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
##### (3) Commitments of Directors, Senior Management Personnel, and Core Technical Personnel Holding Shares in the Issuer: Zhu Yiming, Cao Kanyu, Xie Shumin, Zhao Lun, Zhang Yu, Zhu Wenju, Huang Danyang, Feng Pengxi, Yuan Yuan, Li Hongwen, TAN TECK HONG (Chen Dehong), Wang Dan, and Tang Yanzhe
"1. I will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 120 months from the date of the issuer's shares listing on the stock exchange, I shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering directly or indirectly held by me (hereinafter referred to as 'Pre-IPO Shares'), nor shall the issuer repurchase the aforementioned shares held by me.
2. Prior to the issuer achieving profitability, within 3 complete fiscal years from the date the issuer's shares begin trading on the stock exchange, I shall not transfer or entrust others to manage any Pre-IPO Shares held by me, nor propose that the issuer repurchase such shares. If I resign during the aforementioned period, I will continue to comply with this commitment.
3. During my tenure as director of the Company, I shall not transfer more than 25% of the total shares of the issuer held by me per year; within 6 months after my resignation, I shall not transfer any shares of the issuer held by me.
4. After the 120 months following the issuer's listing, or the longer lock-up period required by the then-applicable IPO and listed company regulatory rules (whichever is later, hereinafter referred to as the "Lock-up Period") expires, the locked shares that I may reduce each year (i.e., the shareholding quota awarded to me through the issuer's Second Phase Employee Stock Ownership Plan before the company's listing, the same below) shall not exceed 20% of the total locked shares held by me as of the end of the preceding year. After the lock-up period has expired for ten years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions.
5. For Pre-IPO Shares held by me that are reduced within 2 years after the lock-up period expires, the reduction price shall not be lower than the offering price of the initial public offering.
6. Within 6 months after the issuer's shares are listed, if the closing price of the shares is below the offering price for 20 consecutive trading days, or if the closing price at the end of the 6-month period after listing is below the offering price, the lock-up period for the issuer's shares held by me shall automatically be extended by 6 months. This commitment shall not be abandoned due to changes in my position or my resignation.
7. If ex-rights or ex-dividends are carried out due to the issuer's distribution of cash dividends, stock dividends, capitalization of capital reserves, or issuance of new shares, the aforementioned share prices and share quantities shall be adjusted accordingly in accordance with the relevant regulations of the stock exchange.
8. I will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions), and faithfully fulfill shareholders' obligations.
9. During my shareholding period, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to the lock-up and reduction of the issuer's shares become more stringent, I shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
**2) Commitments of Directors and Senior Management Personnel Who Are Also Core Technical Personnel: Cao Kanyu (曹堪宇) and Li Hongwen (李红文)**
"1. I will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 36 months from the date of the issuer's shares listing on the stock exchange, I shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering directly or indirectly held by me (hereinafter referred to as 'Pre-IPO Shares'), nor shall the issuer repurchase the aforementioned shares held by me.
2. Prior to the issuer achieving profitability, within 3 complete fiscal years from the date the issuer's shares begin trading on the stock exchange, I shall not transfer or entrust others to manage any Pre-IPO Shares held by me, nor propose that the issuer repurchase such shares. If I resign during the aforementioned period, I will continue to comply with this commitment.
3. During my tenure as director/senior management personnel of the Company, I shall not transfer more than 25% of the total shares of the issuer held by me per year; within 6 months after my resignation, I shall not transfer any shares of the issuer held by me.
4. As a core technical person of the issuer, within 4 years from the expiry of the lock-up period for my Pre-IPO Shares, the Pre-IPO Shares I may transfer each year shall not exceed 25% of the total Pre-IPO Shares held at the time of listing, and the reduction ratio may be accumulated; within 6 months after my resignation, I shall not transfer any Pre-IPO Shares held by me.
5. After the 36 months following the issuer's listing, or the longer lock-up period required by the then-applicable IPO and listed company regulatory rules (whichever is later, hereinafter referred to as the "Lock-up Period") expires, during my tenure (including the year of resignation), the locked shares that I may reduce each year (i.e., the shareholding quota awarded to me through the issuer's Second Phase Employee Stock Ownership Plan before the company's listing, the same below) shall not exceed 20% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for ten years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. Within 6 months after my resignation, I shall not transfer any locked shares. Starting from 6 months after my resignation or from January 1 of the year following my resignation (whichever is later), the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions.
6. Notwithstanding the foregoing commitments, if I resign for any reason before the expiry of the lock-up period (including voluntary resignation and involuntary resignation, but excluding retirement and taking up positions in the company's affiliates based on company arrangements (if any) (in which case, the other commitments under this commitment letter shall still apply)), I further undertake that (i) during the Prohibition on Reduction Period (as defined below), I shall not transfer or otherwise dispose of any locked shares held by me, and (ii) starting from January 1 of the year following the expiry of the Prohibition on Reduction Period, the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. For the purposes of this article, the Prohibition on Reduction Period refers to a period of time after the expiry of the lock-up period, the length of which is the same as the period from the date of my resignation to the date of expiry of the lock-up period.
7. For Pre-IPO Shares held by me that are reduced within 2 years after the lock-up period expires, the reduction price shall not be lower than the offering price of the initial public offering.
8. Within 6 months after the issuer's shares are listed, if the closing price of the shares is below the offering price for 20 consecutive trading days, or if the closing price at the end of the 6-month period after listing is below the offering price, the lock-up period for the issuer's shares held by me shall automatically be extended by 6 months. This commitment shall not be abandoned due to changes in my position or my resignation.
9. If ex-rights or ex-dividends are carried out due to the issuer's distribution of cash dividends, stock dividends, capitalization of capital reserves, or issuance of new shares, the aforementioned share prices and share quantities shall be adjusted accordingly in accordance with the relevant regulations of the stock exchange.
10. I will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions), and faithfully fulfill shareholders' obligations.
11. During my shareholding period, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to the lock-up and reduction of the issuer's shares become more stringent, I shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
**3) Commitments of Other Directors and Senior Management Personnel: Xie Shumin (谢树民), Zhao Lun (赵纶), Zhang Yu (张羽), Zhu Wenju (朱文菊), Huang Danyang (黄丹阳), Feng Pengxi (冯鹏熙), and Yuan Yuan (袁园)**
"1. I will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 36 months from the date of the issuer's shares listing on the stock exchange, I shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering directly or indirectly held by me (hereinafter referred to as 'Pre-IPO Shares'), nor shall the issuer repurchase the aforementioned shares held by me.
2. Prior to the issuer achieving profitability, within 3 complete fiscal years from the date the issuer's shares begin trading on the stock exchange, I shall not transfer or entrust others to manage any Pre-IPO Shares held by me, nor propose that the issuer repurchase such shares. If I resign during the aforementioned period, I will continue to comply with this commitment.
3. During my tenure as director/senior management personnel of the Company, I shall not transfer more than 25% of the total shares of the issuer held by me per year; within 6 months after my resignation, I shall not transfer any shares of the issuer held by me.
4. After the 36 months following the issuer's listing, or the longer lock-up period required by the then-applicable IPO and listed company regulatory rules (whichever is later, hereinafter referred to as the "Lock-up Period") expires, during my tenure (including the year of resignation), the locked shares that I may reduce each year (i.e., the shareholding quota awarded to me through the issuer's Second Phase Employee Stock Ownership Plan before the company's listing, the same below) shall not exceed 20% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for ten years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. Within 6 months after my resignation, I shall not transfer any locked shares. Starting from 6 months after my resignation or from January 1 of the year following my resignation (whichever is later), the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions.
5. Notwithstanding the foregoing commitments, if I resign for any reason before the expiry of the lock-up period (including voluntary resignation and involuntary resignation, but excluding retirement and taking up positions in the company's affiliates based on company arrangements (if any) (in which case, the other commitments under this commitment letter shall still apply)), I further undertake that (i) during the Prohibition on Reduction Period (as defined below), I shall not transfer or otherwise dispose of any locked shares held by me, and (ii) starting from January 1 of the year following the expiry of the Prohibition on Reduction Period, the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. For the purposes of this article, the Prohibition on Reduction Period refers to a period of time after the expiry of the lock-up period, the length of which is the same as the period from the date of my resignation to the date of expiry of the lock-up period.
6. For Pre-IPO Shares held by me that are reduced within 2 years after the lock-up period expires, the reduction price shall not be lower than the offering price of the initial public offering.
7. Within 6 months after the issuer's shares are listed, if the closing price of the shares is below the offering price for 20 consecutive trading days, or if the closing price at the end of the 6-month period after listing is below the offering price, the lock-up period for the issuer's shares held by me shall automatically be extended by 6 months. This commitment shall not be abandoned due to changes in my position or my resignation.
8. If ex-rights or ex-dividends are carried out due to the issuer's distribution of cash dividends, stock dividends, capitalization of capital reserves, or issuance of new shares, the aforementioned share prices and share quantities shall be adjusted accordingly in accordance with the relevant regulations of the stock exchange.
9. I will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions), and faithfully fulfill shareholders' obligations.
10. During my shareholding period, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to the lock-up and reduction of the issuer's shares become more stringent, I shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
**4) Commitments of Core Technical Personnel TAN TECK HONG (Chen Dehong / 陈德鸿), Wang Dan (王丹), and Tang Yanzhe (唐衍哲)**
"1. I will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 36 months from the date of the issuer's shares listing on the stock exchange, I shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering directly or indirectly held by me (hereinafter referred to as 'Pre-IPO Shares'), nor shall the issuer repurchase the aforementioned shares held by me.
2. Prior to the issuer achieving profitability, within 3 complete fiscal years from the date the issuer's shares begin trading on the stock exchange, I shall not transfer or entrust others to manage any Pre-IPO Shares held by me, nor propose that the issuer repurchase such shares. If I resign during the aforementioned period, I will continue to comply with this commitment.
3. As a core technical person of the issuer, within 4 years from the expiry of the lock-up period for my Pre-IPO Shares, the Pre-IPO Shares I may transfer each year shall not exceed 25% of the total Pre-IPO Shares held at the time of listing, and the reduction ratio may be accumulated; within 6 months after my resignation, I shall not transfer any Pre-IPO Shares held by me.
4. After the 36 months following the issuer's listing, or the longer lock-up period required by the then-applicable IPO and listed company regulatory rules (whichever is later, hereinafter referred to as the "Lock-up Period") expires, during my tenure (including the year of resignation), the locked shares that I may reduce each year (i.e., the shareholding quota awarded to me through the issuer's Second Phase Employee Stock Ownership Plan before the company's listing, the same below) shall not exceed 20% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for ten years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. Starting from January 1 of the year following my resignation, the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions.
5. Notwithstanding the foregoing commitments, if I resign for any reason before the expiry of the lock-up period (including voluntary resignation and involuntary resignation, but excluding retirement and taking up positions in the company's affiliates based on company arrangements (if any) (in which case, the other commitments under this commitment letter shall still apply)), I further undertake that (i) during the Prohibition on Reduction Period (as defined below), I shall not transfer or otherwise dispose of any locked shares held by me, and (ii) starting from January 1 of the year following the expiry of the Prohibition on Reduction Period, the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. For the purposes of this article, the Prohibition on Reduction Period refers to a period of time after the expiry of the lock-up period, the length of which is the same as the period from the date of my resignation to the date of expiry of the lock-up period.
6. Within 6 months after the issuer's shares are listed, if the closing price of the shares is below the offering price for 20 consecutive trading days, or if the closing price at the end of the 6-month period after listing is below the offering price, the lock-up period for the issuer's shares held by me shall automatically be extended by 6 months. This commitment shall not be abandoned due to changes in my position or my resignation.
7. If ex-rights or ex-dividends are carried out due to the issuer's distribution of cash dividends, stock dividends, capitalization of capital reserves, or issuance of new shares, the aforementioned share prices and share quantities shall be adjusted accordingly in accordance with the relevant regulations of the stock exchange.
8. I will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions), and faithfully fulfill shareholders' obligations.
9. During my shareholding period, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to the lock-up and reduction of the issuer's shares become more stringent, I shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
##### (4) Commitments of the Issuer's Other Shareholders: GigaDevice (兆易创新), Zhaoinvest Yunting (招银云亭), Beijing Fengyi (北京峰益), Harmony Health (和谐健康), National Development Fund (国调基金), Alibaba Network (阿里网络), Xinxin Lirun (鑫芯励润), Ningbo Yanchuang (宁波燕创), Agricultural Bank Investment (农银投资), Wuhu Xingyuan (芜湖星原), CCB Investment (建信投资), China Life Investment (国寿投资), Ningbo Junhe (宁波君和), Zhong'an Zhaoshang Fund (中安招商基金), PICC Capital (人保资本), Xinxin Jiayuan (鑫芯家园), Jiaxing Hengxu (嘉兴恒旭), Midea Investment (美的投资), Anhui Guarantee Asset Management (安徽担保资管), Anyuan Xingyida (安元星亿达), Anhua Innovation (安华创新), Junzhi Puchuangtou (君挚璞创投), Qingdao Langge (青岛朗格), Gamcier, CCB International (建银国际), Huaxin Ketai (华芯科泰), Guangzhou Keji (广州科集), Gongrong Jintou (工融金投), Shenzhen Investment Control (深圳投控), Glades View, Zhaosheng Investment (招证投资), Qianhai Fangzhou (前海方舟), Yunfeng Zhuoyue (云锋卓越), Anhui Transportation Control (安徽交控), Haitong Huiyin (海通徽银), BOC Assets (中银资产), BoCom Finance (交银金融), Orient Asset Management (东方资管), Sunshine Life Insurance (阳光人寿), China Post Life (中邮人寿), CCB Leading (建信领航), Tianjin Haihe (天津海河), CICC Gongying (中金共赢), Hubei Xiaomi (湖北小米), Beijing Junlian (北京君联), PICC Technology Innovation (人保科创), Hezhuang Gaoxin (和壮高新), CNBM New Materials Fund (中建材新材料基金), Xinxin Jidian (芯鑫集电), and Hefei Jianzhang (合肥建长)
"1. Within 12 months from the date of the issuer's shares listing on the stock exchange, the promisor shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering held by the promisor, nor shall the issuer repurchase the aforementioned shares held by the promisor.
2. The promisor will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions).
3. During the period when the promisor holds shares, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to share lock-up and reduction change, the promisor shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
##### (5) Commitments of the 22 Grant Recipients of the Issuer's Second Phase Employee Stock Ownership Plan Other Than Directors, Senior Management Personnel, and Core Technical Personnel
"1. I will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 36 months from the date of the issuer's shares listing on the stock exchange, I shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering directly or indirectly held by me (hereinafter referred to as 'Pre-IPO Shares'), nor shall the issuer repurchase the aforementioned shares held by me.
2. Prior to the issuer achieving profitability, within 3 complete fiscal years from the date the issuer's shares begin trading on the stock exchange, I shall not transfer or entrust others to manage any Pre-IPO Shares held by me, nor propose that the issuer repurchase such shares. If I resign during the aforementioned period, I will continue to comply with this commitment.
3. After the 36 months following the issuer's listing, or the longer lock-up period required by the then-applicable IPO and listed company regulatory rules (whichever is later, hereinafter referred to as the "Lock-up Period") expires, during my tenure (including the year of resignation), the locked shares that I may reduce each year (i.e., the shareholding quota awarded to me through the issuer's Second Phase Employee Stock Ownership Plan before the company's listing, the same below) shall not exceed 20% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for ten years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. Within 6 months after my resignation, I shall not transfer any locked shares. Starting from 6 months after my resignation or from January 1 of the year following my resignation (whichever is later), the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions.
4. Notwithstanding the foregoing commitments, if I resign for any reason before the expiry of the lock-up period (including voluntary resignation and involuntary resignation, but excluding retirement and taking up positions in the company's affiliates based on company arrangements (if any) (in which case, the other commitments under this commitment letter shall still apply)), I further undertake that (i) during the Prohibition on Reduction Period (as defined below), I shall not transfer or otherwise dispose of any locked shares held by me, and (ii) starting from January 1 of the year following the expiry of the Prohibition on Reduction Period, the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. For the purposes of this article, the Prohibition on Reduction Period refers to a period of time after the expiry of the lock-up period, the length of which is the same as the period from the date of my resignation to the date of expiry of the lock-up period.
5. Within 6 months after the issuer's shares are listed, if the closing price of the shares is below the offering price for 20 consecutive trading days, or if the closing price at the end of the 6-month period after listing is below the offering price, the lock-up period for the issuer's shares held by me shall automatically be extended by 6 months. This commitment shall not be abandoned due to changes in my position or my resignation.
6. If ex-rights or ex-dividends are carried out due to the issuer's distribution of cash dividends, stock dividends, capitalization of capital reserves, or issuance of new shares, the aforementioned share prices and share quantities shall be adjusted accordingly in accordance with the relevant regulations of the stock exchange.
7. I will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions), and faithfully fulfill shareholders' obligations.
8. During my shareholding period, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to the lock-up and reduction of the issuer's shares become more stringent, I shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
##### (6) Commitments of the 412 Grant Recipients of the Issuer's Second Phase Employee Stock Ownership Plan Including Wang Yuanpeng and Others
"1. I will strictly fulfill the share lock-up commitments disclosed in the Prospectus for the issuer's initial public offering. Within 36 months from the date of the issuer's shares listing on the stock exchange, I shall not transfer or entrust others to manage the shares of the issuer already issued prior to the initial public offering directly or indirectly held by me, nor shall the issuer repurchase the aforementioned shares held by me.
2. After the 36 months following the issuer's listing, or the longer lock-up period required by the then-applicable IPO and listed company regulatory rules (whichever is later, hereinafter referred to as the "Lock-up Period") expires, during my tenure (including the year of resignation), the locked shares that I may reduce each year (i.e., the shareholding quota awarded to me through the issuer's Second Phase Employee Stock Ownership Plan before the company's listing, the same below) shall not exceed 30% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for eight years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. Starting from January 1 of the year following my resignation, the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once.
3. Notwithstanding the foregoing commitments, if I resign for any reason before the expiry of the lock-up period (including voluntary resignation and involuntary resignation, but excluding retirement and taking up positions in the company's affiliates based on company arrangements (if any) (in which case, the other commitments under this commitment letter shall still apply)), I further undertake that (i) during the Prohibition on Reduction Period (as defined below), I shall not transfer or otherwise dispose of any locked shares held by me, and (ii) starting from January 1 of the year following the expiry of the Prohibition on Reduction Period, the locked shares I may reduce each year shall not exceed 10% of the total locked shares held by me as of the end of the preceding year; after the lock-up period has expired for fifteen years, the remaining locked shares may be reduced all at once, except where laws and regulations, securities regulatory authorities, and stock exchanges have stricter reduction restrictions. For the purposes of this article, the Prohibition on Reduction Period refers to a period of time after the expiry of the lock-up period, the length of which is the same as the period from the date of my resignation to the date of expiry of the lock-up period.
4. If ex-rights or ex-dividends are carried out due to the issuer's distribution of cash dividends, stock dividends, capitalization of capital reserves, or issuance of new shares, the aforementioned share prices and share quantities shall be adjusted accordingly in accordance with the relevant regulations of the stock exchange.
5. I will strictly comply with the relevant provisions of laws, regulations, normative documents, and the business rules of the stock exchange on which the company is listed regarding shareholders' shareholding and share changes (including reductions), and faithfully fulfill shareholders' obligations.
6. During my shareholding period, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities applicable to the lock-up and reduction of the issuer's shares become more stringent, I shall apply the changed laws, regulations, normative documents, policies, and requirements of the securities regulatory authorities in accordance with the requirements of the relevant laws and regulations."
#### 2. Commitments Regarding Intentions for Shareholding and Reduction After the Public Offering and Listing
##### (1) Commitments of Shareholders Holding 5% or More of the Issuer's Shares and Their Persons Acting in Concert
"1. The promisor will strictly comply with the provisions of relevant laws, regulations, and normative documents, as well as the various lock-up period requirements recorded in the issuer's Prospectus and set forth in the commitment documents issued by the promisor. During the lock-up period, the promisor will not conduct any share reduction in violation of relevant regulations or share lock-up commitments.
2. Within two years after the expiry of the lock-up period, without violating the provisions of relevant laws, regulations, and normative documents, or the other public commitments made by the promisor, there is the possibility that the promisor may appropriately reduce the issuer's shares.
3. After the expiry of the lock-up period, the promisor intends to reduce the pre-IPO issued shares of the issuer held by the promisor through methods including but not limited to secondary market centralized competitive trading, block trades, and negotiated transfers.
4. The price at which the promisor reduces the issuer's shares directly or indirectly held shall be determined based on the then-prevailing secondary market price and shall comply with the requirements of relevant laws and regulations and stock exchange rules. For the issuer's shares directly or indirectly held by the promisor before the issuer's initial public offering that are reduced within 2 years after the expiry of the lock-up period, the reduction price shall not be lower than the offering price of the initial public offering. If
shares already issued prior to the issuer's initial public offering through negotiated transfer or other means.
3. The price at which I reduce my holdings of the issuer's shares shall be determined based on the secondary market price prevailing at that time, and shall comply with the corresponding requirements of applicable laws, regulations, and stock exchange rules.
4. During the period in which I hold shares of the issuer, if the laws, regulations, normative documents, policies, and requirements of securities regulatory authorities governing share reduction change, I will apply the amended laws, regulations, normative documents, policies, and requirements of securities regulatory authorities in accordance with the relevant legal and regulatory requirements."
The issuer and its directors (excluding independent directors and directors who do not receive remuneration from the company, but including Chairman Zhu Yiming), as well as senior management members Zhu Yiming, Cao Kanyu, Xie Shumin, Zhao Lun, Zhang Yu, Zhu Wenju, Huang Danyang, Feng Pengxi, Yuan Yuan, and Li Hongwen, make the following commitments regarding share price stabilization:
"The Company will fulfill all obligations in accordance with the relevant provisions of the 'Proposal Regarding the Plan for Stabilizing the Share Price within Three Years After the Company's Initial Public Offering and Listing on the STAR Market' (hereinafter referred to as the 'Share Price Stabilization Proposal').
The Company commits and guarantees that newly appointed directors and senior management members in the future will fulfill the corresponding commitment requirements already made by the directors and senior management at the time of the Company's initial public offering and listing, as well as the corresponding requirements of the Company's Share Price Stabilization Proposal."
The issuer's directors and senior management members Zhu Yiming, Cao Kanyu, Xie Shumin, Zhao Lun, Zhang Yu, Zhu Wenju, Huang Danyang, Feng Pengxi, Yuan Yuan, and Li Hongwen make the following commitments:
"I will, in accordance with the relevant provisions of the 'Proposal Regarding the Plan for Stabilizing the Share Price within Three Years After the Company's Initial Public Offering and Listing on the STAR Market' (hereinafter referred to as the 'Share Price Stabilization Proposal'), vote in favor of resolutions relating to share repurchase plans at board meetings convened by the Company regarding share repurchase matters (if I have voting rights); and will fulfill all relevant obligations in accordance with the relevant provisions of the Share Price Stabilization Proposal."
"The Company will fulfill all obligations in accordance with the relevant provisions of the 'Proposal on the Analysis of the Impact of Diluting Immediate Returns from the Initial Public Offering and Listing on the STAR Market and Measures to Make Up for Immediate Returns.'"
The issuer's directors and senior management members Zhu Yiming, Cao Kanyu, Zheng Rui, Fang Wei, Wei Jun, Hou Huawei, Xie Shumin, Chen Wuchao, Li Hua, Cai Yimao, Guo Wei, Zhao Lun, Zhang Yu, Zhu Wenju, Huang Danyang, Feng Pengxi, Yuan Yuan, and Li Hongwen make the following commitments:
"1. Not to transfer benefits to other entities or individuals free of charge or under unfair conditions, and not to use any other means to harm the Company's interests.
2. To impose restraints on the behavior of job-related consumption.
3. Not to use the Company's assets for investment or consumption activities unrelated to the performance of duties.
4. Within the scope of my own responsibilities and authority, to make every effort to ensure that the remuneration system formulated by the Company's Board of Directors or the Compensation and Appraisal Committee is linked to the implementation of the Company's measures to make up for returns.
5. If the Company intends to implement equity incentives in the future, within the scope of my own responsibilities and authority, to make every effort to ensure that the exercise conditions of the equity incentive plans to be announced by the Company are linked to the implementation of the Company's measures to make up for returns.
6. To faithfully and diligently perform my duties and safeguard the legitimate rights and interests of the Company and all shareholders."
The issuer's commitments regarding share repurchase and share buyback for the purpose of stabilizing the share price are as follows:
"1. If the securities regulatory authority or other competent authority determines that the Prospectus of Changxin Technology Group Co., Ltd. for the Initial Public Offering and Listing on the STAR Market contains any false records, misleading statements, or material omissions, and such circumstances have a material and substantial impact on determining whether the issuer meets the legally prescribed conditions for issuance, and if the issuance registration was obtained by fraudulent means and the shares have already been issued and listed, the enterprise hereby commits to repurchase all new shares issued in this public offering in accordance with the law. The enterprise commits to initiating the share repurchase procedure within 5 working days after confirmation by the China Securities Regulatory Commission and other competent authorities, to repurchase all new shares issued by the issuer in this public offering.
2. When the trigger conditions stipulated in the 'Plan for Stabilizing the Share Price of Changxin Technology Group Co., Ltd. within Three Years After the Initial Public Offering and Listing on the STAR Market' are met, the enterprise commits to fulfill the obligation of repurchasing the Company's shares in accordance with the 'Letter of Commitment Regarding Stabilizing the Share Price.'"
## (V) Commitment by the Largest Shareholder Qinghui Jidian (清辉集电) Regarding the Avoidance of Horizontal Competition
"1. As of the date of this letter of commitment, the promisor and the subsidiaries directly or indirectly controlled by the promisor have not directly or indirectly engaged in any business that competes or potentially competes with the principal business of the issuer or its subsidiaries in any manner, including but not limited to not independently or jointly, representing any person, firm, or company (entity, enterprise) in developing, operating, assisting in operating, participating in, or engaging in related businesses.
2. From the date of this letter of commitment, the promisor commits that it will not: (1) newly engage, independently or with third parties, in the form of direct or indirect control, in businesses or activities that constitute horizontal competition or potential horizontal competition that has a material adverse effect on the principal business of the issuer or its subsidiaries (hereinafter referred to as 'Competing Business'); (2) if the promisor or any subsidiary directly or indirectly controlled by the promisor obtains a new business opportunity to acquire in any manner a controlling shareholding, equity interest, or beneficial interest in an entity whose business competes with the principal business of the issuer and its subsidiaries, the promisor shall notify the issuer in writing; if within a reasonable period specified in such notice, the issuer provides a written response indicating its willingness to accept the new investment opportunity, the promisor or subsidiaries directly or indirectly controlled by the promisor (excluding the issuer and its subsidiaries) shall use its best efforts within a lawful framework to cause such new business opportunity to be made available to the issuer or its subsidiaries first, on reasonable and fair terms and conditions.
3. This letter of commitment shall take effect from the date of its issuance and shall terminate upon the occurrence of any of the following circumstances: (1) the promisor/and concerted parties (if any) are no longer the largest shareholder of the issuer; (2) the issuer's shares are delisted from the Shanghai Stock Exchange (except where the issuer's shares are temporarily suspended from trading for any reason); (3) when applicable state regulations no longer require compliance with certain commitments, the corresponding portions shall automatically terminate.
4. 'Subsidiary' with respect to any party to this letter of commitment means any other entity or organization (whether or not having legal person status) that is (1) held or controlled by it with 50% or more of the issued share capital or enjoys 50% or more of the voting rights (if applicable), or (2) entitled to enjoy 50% or more of the after-tax profits, or (3) entitled to control the composition of the board of directors or otherwise controlled, as well as the subsidiaries of such other entity or organization."
"1. The Company guarantees that there are no circumstances of fraudulent issuance in connection with this offering and listing.
2. If the Company does not meet the conditions for issuance and listing, and has obtained issuance registration through fraudulent means and has already issued and listed shares, the Company will initiate the share repurchase procedure within 5 working days after confirmation by the China Securities Regulatory Commission and other competent authorities, and repurchase all new shares issued by the Company in this public offering."
"1. The promisor guarantees that there are no circumstances of fraudulent issuance in connection with the issuer's current offering and listing.
2. If the issuer does not meet the conditions for issuance and listing, and has obtained issuance registration through fraudulent means and has already issued and listed shares, the promisor will initiate the share buyback procedure within 5 working days after confirmation by the China Securities Regulatory Commission and other competent authorities, and buy back all new shares issued by the issuer in this offering and listing.
3. If the issuer causes losses to investors due to fraudulent issuance, false statements, or other material illegal acts, the promisor voluntarily compensates investors in advance."
"After the Company's initial public offering and listing, the Company will strictly implement the profit distribution policy in accordance with the provisions of the China Securities Regulatory Commission's 'Regulatory Guidelines for Listed Companies No. 3 — Cash Dividends of Listed Companies,' the 'Articles of Association (Draft),' and the 'Proposal on the Three-Year Dividend Return Plan After the Company's Initial Public Offering and Listing on the STAR Market,' and fulfill all obligations."
### 1. Commitments of the Issuer, Its Shareholders Holding 5% or More of Shares and Their Concerted Parties, Directors, Senior Management, and Core Technical Personnel
"1. All commitments made by the promisor in connection with the issuer's current offering and listing (hereinafter referred to as 'commitment items') are the genuine expression of the promisor's intent and are binding on the promisor. The promisor voluntarily accepts the supervision of regulatory authorities, self-regulatory organizations, and the general public.
2. If the promisor obtains any benefit as a result of failing to fully and effectively fulfill the commitment items, such benefit shall belong to the Company, and the promisor shall pay such benefit to the Company's designated account within five working days from the date of obtaining such benefit.
3. If the promisor fails to fully and effectively fulfill the commitment items for reasons other than force majeure, the promisor commits to taking the following measures as restraints:
(1) May take corresponding remedial measures or make new commitments (relevant commitments must go through relevant approval and information disclosure procedures in accordance with the provisions of laws, regulations, normative documents, and the issuer's 'Articles of Association (Draft)' and relevant internal control systems);
(2) If the securities regulatory authority or other competent authority determines that the promisor has violated or failed to fulfill the relevant commitment items, causing investors to suffer losses in securities transactions, the promisor will compensate investors for the relevant losses in accordance with the law."
### 2. Commitments of 35 Recipients of the Issuer's Second-Phase Employee Stock Ownership Plan, Including Zhu Yiming and Cao Kanyu
"1. All commitments made by the promisor in connection with the issuer's current offering and listing (hereinafter referred to as 'commitment items') are the genuine expression of the promisor's intent and are binding on the promisor. The promisor voluntarily accepts the supervision of regulatory authorities, self-regulatory organizations, and the general public. The promisor will strictly fulfill all obligations and responsibilities in the commitment items.
2. If the promisor obtains any benefit as a result of failing to fully and effectively fulfill the commitment items, such benefit shall belong to the Company, and the promisor shall pay such benefit to the Company's designated account within five working days from the date of obtaining such benefit.
3. If the promisor fails to fully and effectively fulfill the commitment items for reasons other than force majeure, the promisor commits to taking the following measures as restraints:
(1) May take corresponding remedial measures or make new commitments (relevant commitments must go through relevant approval and information disclosure procedures in accordance with the provisions of laws, regulations, normative documents, and the issuer's 'Articles of Association (Draft)' and relevant internal control systems);
(2) If investors suffer losses in securities transactions as a result of the promisor violating or failing to fulfill the relevant commitment items, the promisor will compensate investors for the relevant losses in accordance with the law."
### 1. The Issuer, Its Largest Shareholder, Directors, and Senior Management Make the Following Commitments Regarding Assumption of Compensation Liability in Accordance with the Law:
"1. The Prospectus and other information disclosure documents for the Company's current offering and listing do not contain false records, misleading statements, or material omissions. The promisor shall assume corresponding legal responsibility for their authenticity, accuracy, and completeness.
2. If the Prospectus and other information disclosure documents for the Company's current offering and listing contain false records, misleading statements, or material omissions, causing investors to suffer losses in securities transactions, and a final determination or effective judgment has been made by the China Securities Regulatory Commission, a people's court, or other competent authority confirming the existence of such facts by the issuer, the promisor will compensate investors for the actual direct losses suffered by investors in accordance with the scope of compensation subjects, compensation standards, and compensation amounts determined by such final determination or effective judgment."
China International Capital Corporation (中金公司) and CITIC Securities (中信建投) commit: "The application documents prepared by our company for this public offering are true, accurate, and complete, and contain no false records, misleading statements, or material omissions. If, due to our failure to act with due diligence, the documents prepared and issued for the issuer's current public offering contain false records, misleading statements, or material omissions, causing losses to investors,
"Shanghai Jingtian & Gongcheng Law Firm (上海市锦天城律师事务所) (hereinafter referred to as 'the Firm'), as the issuer's lawyer for the initial public offering and listing on the STAR Market of Changxin Technology Group Co., Ltd. (hereinafter referred to as 'the Issuer'), hereby makes the following commitment with respect to the documents prepared and issued for the issuer's current public offering:
If the documents prepared and issued by the Firm for the issuer's current public offering contain false records, misleading statements, or material omissions, causing losses to investors, the Firm will compensate investors for their losses in accordance with the law."
"Deloitte Touche Tohmatsu CPA LLP (德勤华永会计师事务所（特殊普通合伙）) (hereinafter referred to as 'the Firm'), as the audit institution and capital verification institution for the initial public offering and listing of Changxin Technology Group Co., Ltd. (hereinafter referred to as 'Changxin Technology'), has issued audit reports on Changxin Technology's financial statements for the period from January 1, 2025 to June 30, 2025, the fiscal year 2024, fiscal year 2023, and fiscal year 2022; special explanations regarding the comparison table between the original financial statements and the reported financial statements; special explanations regarding the schedule of non-recurring gains and losses; special explanations regarding tax payments for major tax categories; the internal control audit report of Changxin Technology as of June 30, 2025; and the capital verification report on changes in Changxin Technology's registered capital and paid-in capital as of June 26, 2023 (collectively referred to as 'reports and explanations'). If the aforementioned reports and explanations issued by the Firm contain false records, misleading statements, or material omissions, causing losses to investors, the Firm will compensate investors for their losses in accordance with the law."
"The documents prepared and issued by this institution for the initial public offering and listing on the STAR Market of Changxin Technology Group Co., Ltd. do not contain false records, misleading statements, or material omissions.
If, due to this institution's failure to act with due diligence in fulfilling its statutory duties in accordance with the requirements of applicable laws, regulations, normative documents, and industry standards, the documents prepared and issued by this institution for the issuer's current offering and listing contain false records, misleading statements, or material omissions, causing losses to investors, this institution will assume corresponding liability in accordance with the effective judicial ruling made by the competent people's court through legal proceedings, except where this institution can prove that it was not at fault."
## (X) Commitments Regarding Faithful Performance of Directors' Duties and Avoidance of Conflicts of Interest
### 1. The Issuer's Chairman Makes the Following Commitment Regarding Faithful Performance of Directors' Duties and Avoidance of Conflicts of Interest:
"I have not violated and will continue to comply with the fiduciary duties of directors as stipulated in the Company Law (2023 Amendment), and commit to comply with the provisions of Article 183 of the Company Law that 'directors shall not use their position to seek business opportunities belonging to the company for themselves or others. However, the following circumstances are exceptions: (1) reporting to the board of directors or the shareholders' meeting, and obtaining approval through a resolution of the board of directors or shareholders' meeting in accordance with the articles of association; (2) according to the provisions of laws, administrative regulations, or the articles of association, the company cannot utilize the business opportunity.'
For any business opportunity related to Changxin Technology's principal business (i.e., mainstream DRAM products in line with the Company's business and strategic layout), I will give priority to referring such opportunities to Changxin Technology."
## VI. Other Commitment Matters Made by the Issuer and Other Responsible Parties in Connection with the Issuer's Current Offering and Listing
Shareholders holding 5% or more of the Company's shares and their concerted parties, directors, and senior management have issued a "Letter of Commitment Regarding the Standardization of Related Party Transactions," the details of which are as follows:
### 1. Commitments of Shareholders Holding 5% or More of the Issuer's Shares and Their Concerted Parties: Qinghui Jidian (清辉集电), Changxin Integrated (长鑫集成), National Integrated Circuit Industry Investment Fund Phase II (大基金二期), Hefei Jixin (合肥集鑫), Anhui Provincial Investment (安徽省投), and Industrial Investment Gaochengzhang (产投高成长)
"1. The promisor and other enterprises controlled by the promisor shall not use the promisor's position as a shareholder holding 5% or more of the issuer's shares to occupy the funds of the issuer and its subsidiaries. The promisor and other enterprises controlled by the promisor shall standardize related party transactions with the issuer and its subsidiaries. Any business dealings or transactions that cannot be avoided shall be conducted in accordance with the principles of fairness, impartiality, and equivalent compensation, with transaction prices determined at market-recognized reasonable prices, relevant agreements signed, and information disclosure obligations fulfilled in accordance with applicable regulations.
2. The promisor guarantees that the promisor, other enterprises controlled by the promisor, and nominated directors will, in accordance with laws, regulations, normative documents, and the provisions of the issuer's articles of association, genuinely comply with the recusal procedures for related party transaction voting at the issuer's board of directors and shareholders' meetings when deliberating on matters involving related party transactions with the issuer.
3. The promisor guarantees that the promisor, other enterprises controlled by the promisor, and nominated directors will strictly comply with the issuer's decision-making system for related party transactions, ensure that the legitimate interests of the issuer and other shareholders are not harmed, and guarantee not to use the promisor's position and influence in the issuer to harm the legitimate rights and interests of the issuer and other shareholders through related party transactions."
The issuer's directors and senior management members Zhu Yiming, Cao Kanyu, Zheng Rui, Fang Wei, Wei Jun, Hou Huawei, Xie Shumin, Chen Wuchao, Li Hua, Cai Yimao, Guo Wei, Zhao Lun, Zhang Yu, Zhu Wenju, Huang Danyang, Feng Pengxi, Yuan Yuan, and Li Hongwen make the following commitments:
"1. I and other enterprises controlled by me shall not use my position as a director/senior management member of the issuer to occupy the funds of the issuer and its subsidiaries. I and other enterprises controlled by me shall standardize related party transactions with the issuer and its subsidiaries. Any business dealings or transactions that cannot be avoided shall be conducted in accordance with the principles of fairness, impartiality, and equivalent compensation, with transaction prices determined at market-recognized reasonable prices, related party transaction agreements signed, and information disclosure obligations fulfilled in accordance with applicable regulations.
2. I guarantee that I and other enterprises controlled by me will, in accordance with laws, regulations, normative documents, and the provisions of the issuer's articles of association, genuinely comply with the recusal procedures for related party transaction voting at the issuer's board of directors and shareholders' meetings when deliberating on matters involving related party transactions with the issuer (if applicable).
3. I guarantee that I and other enterprises controlled by me will strictly comply with the issuer's decision-making system for related party transactions, ensure that the legitimate interests of the issuer and other shareholders are not harmed, and guarantee not to use my position and influence in the issuer to harm the legitimate rights and interests of the issuer and other shareholders through related party transactions."
"1. The shares of the issuer held by the Company's shareholders have clear title, with no nominee shareholding arrangements, and there are no ownership disputes or potential disputes;
2. All shareholders of the Company have the qualifications to hold the Company's shares, and there are no circumstances in which entities prohibited from holding shares directly or indirectly by laws, regulations, and the China Securities Regulatory Commission hold shares of the Company;
3. Apart from the equity relationships disclosed in the Prospectus of Changxin Technology Group Co., Ltd. for the Initial Public Offering and Listing on the STAR Market, the intermediaries or their responsible persons, senior management, and handling staff for this offering and listing do not hold shares of the Company directly or indirectly;
4. The Company's shareholders do not engage in the improper transfer of interests through the Company's equity;
5. The Company and its shareholders have timely provided true, accurate, and complete materials to the intermediaries for this offering and listing, have actively and fully cooperated with the intermediaries for this offering and listing in conducting due diligence, and have truthfully, accurately, and completely disclosed shareholder information in the application documents for this offering and listing in accordance with the law, fulfilling information disclosure obligations."
The issuer and its largest shareholder, directors, and senior management make the following commitment:
"(I) To comply with relevant regulations regarding communication, reception, contact, and recusal during the issuance and listing review, and not to privately contact review personnel, regulatory personnel, members of the Shanghai Stock Exchange Listing Review Committee (hereinafter referred to as the 'Listing Committee'), members of the Merger and Acquisition Review Committee (hereinafter referred to as the 'Reorganization Committee'), or members of the Technology Innovation Advisory Committee (hereinafter referred to as the 'Advisory Committee') in a manner that may affect the impartial performance of official duties; and to promptly submit recusal applications in accordance with relevant regulations and procedures when it is believed that there may be a relationship or circumstance of conflict of interest.
(II) Not to organize, instigate, or participate in transferring improper benefits to review personnel, regulatory personnel, or the Shanghai Stock Exchange
Listing Committee members, Reorganization Committee members, Advisory Committee members, or other interested parties in the following ways:
1. Giving or providing funds, gifts, real estate, automobiles, securities, equity interests, or other property of any kind, or providing convenience such as nominee holding for the above-mentioned acts;
2. Providing benefits such as travel, banquets, entertainment and fitness, or work arrangements, or providing conveniences such as employment, medical treatment, school enrollment, and coverage of travel expenses;
3. Arranging structured, high-yield, or capital-protected financial product transactions that deviate significantly from fair prices;
4. Directly or indirectly providing insider information, non-public information, trade secrets, and customer information, or explicitly or implicitly suggesting engaging in related trading activities;
5. Other circumstances of transferring improper benefits.
(III) Not to organize, instigate, or participate in probing for non-public information regarding the review, and not to seek favors or interfere with the review work.
(IV) To comply with laws, regulations, and the relevant confidentiality provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, not to disclose insider information, non-public information, trade secrets, or state secrets learned during the review process, and not to use such information to directly or indirectly seek improper benefits for oneself or others.
If the above commitments are violated, the promisor voluntarily accepts measures taken by the Shanghai Stock Exchange in accordance with its business rules, such as termination of the review, refusal to accept application documents within a specified period, and public determination that the promisor is not suitable to serve in relevant positions. If the promisor's relevant conduct violates laws and regulations, the promisor shall bear the corresponding legal liability."
## VII. Establishment, Improvement, and Operation of the Shareholder Meeting, Board of Directors, Audit Committee, Independent Directors, and Board Secretary Systems
In accordance with the provisions of the Company Law, the Securities Law, and other relevant laws and regulations, as well as the Articles of Association, the Company has established and improved the systems for the shareholder meeting, board of directors, audit committee, independent directors, board secretary, and other institutions, forming an operating mechanism in which the authority body, decision-making body, supervisory body, and executive body are mutually coordinated and mutually balanced.
To further improve the corporate governance structure, the Company has established under the Board of Directors a Strategy Committee, an Audit Committee, a Nomination Committee, a Compensation and Appraisal Committee, and a Related Party Transaction Committee, and has formulated corresponding working systems clearly defining the responsibilities, decision-making procedures, and rules of procedure for each special committee. Since its establishment, the Company's shareholder meeting, board of directors, and supervisory board/audit committee have all operated independently and effectively in accordance with the Company Law and other relevant laws and regulations, with no violations of laws or regulations.
The Company has formulated the "Rules of Procedure for the Shareholder Meeting." From the establishment of the joint stock company to the date of signing this Prospectus, the Company has held a total of 11 shareholder meetings. The shareholder meeting operates in a standardized manner in accordance with laws and regulations such as the Company Law and Securities Law, as well as company rules and regulations such as the Articles of Association and the Rules of Procedure for the Shareholder Meeting. Shareholders have attended past meetings in person, by correspondence, or by proxy. The shareholder meetings have complied with the provisions of relevant laws, regulations, and company rules and regulations with respect to the manner of convening, agenda procedures, voting methods, and content of resolutions, with no circumstances of exercising powers in violation of relevant laws, regulations, or company rules and regulations.
The Company has formulated the "Rules of Procedure for the Board of Directors." From the establishment of the joint stock company to the date of signing this Prospectus, the Company has held a total of 24 board of directors meetings. The Board of Directors operates in a standardized manner in accordance with laws and regulations such as the Company Law and Securities Law, as well as company rules and regulations such as the Articles of Association and the Rules of Procedure for the Board of Directors. All directors have attended past meetings. The Board of Directors has complied with the provisions of relevant laws, regulations, and company rules and regulations with respect to the manner of convening, agenda procedures, voting methods, and content of resolutions, with no circumstances of exercising powers in violation of relevant laws, regulations, or company rules and regulations. In addition, the Company has established an Executive Committee, which is the Company's operational and management decision-making body under the leadership of the Board of Directors and is accountable to the Board of Directors.
In accordance with the requirements of the Company Law, the Articles of Association, and relevant laws, regulations, and other normative documents, the issuer has established an Audit Committee and formulated the "Working Rules of the Board of Directors' Audit Committee." The issuer held a shareholder meeting in June 2025, abolished the Supervisory Board, and authorized the Audit Committee to exercise the powers of the Supervisory Board as stipulated in the Company Law, and made detailed and clear provisions on the Audit Committee's scope of duties and authority, decision-making procedures, and rules of procedure.
establishing a relatively complete Audit Committee system.
The Audit Committee consists of 3 members elected by the Board of Directors, of whom 2 are independent directors. The convener of the Audit Committee shall be an accounting professional among the independent directors.
Prior to the abolition of the Supervisory Board in June 2025, the issuer, in accordance with the requirements of the Company Law, the Articles of Association, and relevant laws, regulations, and other normative documents, made detailed and clear provisions in the Articles of Association regarding the powers of the Supervisory Board, notices to the Supervisory Board, convening of the Supervisory Board, voting and resolutions of the Supervisory Board, and other matters, establishing a relatively complete Supervisory Board system. The issuer's Supervisory Board consisted of 3 supervisors. During the reporting period, the issuer held a total of 4 Supervisory Board meetings. The Supervisory Board has complied with the provisions of relevant laws, regulations, and company rules and regulations with respect to the manner of convening, agenda procedures, voting methods, and content of resolutions, with no circumstances of exercising powers in violation of relevant laws, regulations, or company rules and regulations.
The Company's Board of Directors has 4 independent directors, accounting for more than one-third of the total number of directors, including 1 accounting professional. Since their appointment, the independent directors have diligently and conscientiously performed their duties in accordance with laws and regulations such as the Company Law and Securities Law, as well as company rules and regulations such as the Articles of Association, attending all board of directors meetings on time, actively participating in the Company's decision-making, and carefully deliberating on and expressing independent opinions on matters requiring independent directors' opinions. The independent directors have played an active role in improving the Company's governance structure and standardizing its operations. The extensive professional knowledge and diligent professional ethics of the independent directors have played a good role in the Board of Directors' formulation of the Company's development strategy, development plans, and production and operation decisions, effectively safeguarding the scientificity and impartiality of the Company's operational decisions.
The Company has 1 Board Secretary, who is appointed or dismissed by the Board of Directors, and is primarily responsible for the preparation of the Company's shareholder meetings and board of directors meetings, handling information disclosure matters, and other affairs. The Board Secretary is a senior management member of the Company and is accountable to the Company and the Board of Directors. Since taking up the position, the Board Secretary has strictly prepared the Board of Directors and shareholder meetings in accordance with the relevant provisions of the Articles of Association and the "Board Secretary Working System," and has diligently fulfilled the relevant duties.
The issuer's Board of Directors has established special committees including the Audit Committee, Strategy Committee, Nomination Committee, Compensation and Appraisal Committee, and Related Party Transaction Committee. The Board of Directors' special committees serve as specialized working bodies of the Board of Directors. The special committees are accountable to the Board of Directors, and proposals from each special committee are submitted to the Board of Directors for deliberation and decision. The issuer has formulated the "Working Rules of the Board of Directors' Audit Committee," "Working Rules of the Board of Directors' Strategy Committee," "Working Rules of the Board of Directors' Compensation and Appraisal Committee," "Working Rules of the Board of Directors' Nomination Committee," and "Working Rules of the Related Party Transaction Committee." Currently, the composition of each Board of Directors' special
| Committee Name | Convener | Other Members | |---|---|---| | Audit Committee | Chen Wuchao | Li Hua, Zheng Rui | | Strategy Committee | Zhu Yiming | Cao Kanyu, Hou Huawei | | Nomination Committee | Guo Wei | Fang Wei, Chen Wuchao | | Compensation and Appraisal Committee | Cai Yimao | Zhu Yiming, Li Hua | | Related Party Transaction Committee | Li Hua | Hou Huawei, Chen Wuchao |
Since their establishment, each of the issuer's Board of Directors' special committees has actively fulfilled its duties in accordance with the Company Law, Articles of Association, and relevant working rules, providing recommendations and improvement measures on the Company's audit work, strategic planning, nomination of directors and senior management, compensation and appraisal, related party transactions, and other matters, further standardizing and improving the Company's governance.
During the reporting period, the Company held 304 major patents related to production and operations, the details of which are as follows:
| No. | Patent Name | Patent No. | Patent Type | Application Date | Registered Rights Holder | |---|---|---|---|---|---| | 1 | Layout pattern with double pitch and method of forming the same | 201711467952.4 | Invention | 2017-12-29 | Changxin Memory (长鑫存储) | | 2 | Columnar capacitor array structure and preparation method | 201810471970.8 | Invention | 2018-05-17 | Changxin Memory | | 3 | Window-type ball grid array package assembly | 201810487209.3 | Invention | 2018-05-21 | Changxin Memory | | 4 | Semiconductor device and manufacturing method thereof | 201810538446.8 | Invention | 2018-05-30 | Changxin Memory | | 5 | Method for forming patterns | 201810902078.0 | Invention | 2018-08-09 | Changxin Memory | | 6 | Method for filling trenches | 201810987735.6 | Invention | 2018-08-28 | Changxin Memory | | 7 | Semiconductor memory and method of forming the same | 201811032485.7 | Invention | 2018-09-05 | Changxin Memory | | 8 | Transistor combination structure of integrated circuit memory and method of forming the same | 201811033536.8 | Invention | 2018-09-05 | Changxin Memory | | 9 | Method of forming air gaps | 201811038068.3 | Invention | 2018-09-06 | Changxin Memory | | 10 | Semiconductor structure with damascene structure and preparation method thereof | 201811041883.5 | Invention | 2018-09-07 | Changxin Memory | | 11 | Semiconductor device and method of forming the same | 201811043056.X | Invention | 2018-09-05 | Changxin Memory | | 12 | Method of forming semiconductor structure and semiconductor structure | 201811061292.4 | Invention | 2018-09-04 | Changxin Memory | | 13 | Method of forming semiconductor memory | 201811065120.4 | Invention | 2018-09-11 | Changxin Memory | | 14 | Method of forming oxide layer in semiconductor structure | 201811069648.9 | Invention | 2018-09-13 | Changxin Memory | | 15 | Shallow trench isolation structure and preparation method thereof | 201811071286.7 | Invention | 2018-09-14 | Changxin Memory | | 16 | Semiconductor device and manufacturing method thereof | 201811086052.X | Invention | 2018-09-18 | Changxin Memory | | 17 | A shallow trench isolation structure and manufacturing method thereof | 201811087794.4 | Invention | 2018-09-18 | Changxin Memory | | 18 | Method of forming semiconductor device | 201811109931.X | Invention | 2018-09-21 | Changxin Memory | | 19 | Chemical mechanical polishing mixture and polishing method | 201811118496.7 | Invention | 2018-09-25 | Changxin Memory | | 20 | A method for preparing cobalt silicide film | 201811120092.1 | Invention | 2018-09-25 | Changxin Memory | | 21 | A semiconductor structure and method of forming through holes | 201811122758.7 | Invention | 2018-09-26 | Changxin Memory | | 22 | A semiconductor structure and manufacturing method thereof | 201811123264.0 | Invention | 2018-09-26 | Changxin Memory | | 23 | Method of forming semiconductor structure | 201811139884.3 | Invention | 2018-09-28 | Changxin Memory | | 24 | Method for preparing amorphous silicon thin film | 201811140963.6 | Invention | 2018-09-28 | Changxin Memory | | 25 | Transistor and method of forming the same, semiconductor device | 201811142032.X | Invention | 2018-09-28 | Changxin Memory | | 26 | Capacitor structure and method of forming the same | 201811146228.6 | Invention | 2018-09-29 | Changxin Memory | | 27 | Semiconductor structure and preparation method | 201811147153.3 | Invention | 2018-09-29 | Changxin Memory | | 28 | Capacitor array and method of forming the same, semiconductor device | 201811149809.5 | Invention | 2018-09-29 | Changxin Memory |
| No. | Patent Name | Patent No. | Patent Type | Application Date | Registered Rights Holder | |---|---|---|---|---|---| | 29 | Capacitor array structure and method of forming the same, semiconductor device | 201811151407.9 | Invention | 2018-09-29 | Changxin Memory | | 30 | Integrated circuit repair method and device, storage medium, electronic equipment | 201811155355.2 | Invention | 2018-09-30 | Changxin Memory | | 31 | A semiconductor structure and manufacturing method thereof | 201811160228.1 | Invention | 2018-09-30 | Changxin Memory | | 32 | Mask plate and capacitor array, semiconductor device and preparation method thereof | 201811173407.9 | Invention | 2018-10-09 | Changxin Memory | | 33 | Method of forming via hole array and method of forming semiconductor device | 201811174605.7 | Invention | 2018-10-09 | Changxin Memory | | 34 | Micro-pattern etching method | 201811207063.9 | Invention | 2018-10-17 | Changxin Memory | | 35 | Method for manufacturing field effect transistor device | 201811242745.3 | Invention | 2018-10-24 | Changxin Memory | | 36 | Data interface circuit and storage device | 201811260394.9 | Invention | 2018-10-26 | Changxin Memory | | 37 | Shift register circuit, dynamic random access memory, and circuit control method | 201811261641.7 | Invention | 2018-10-26 | Changxin Memory | | 38 | Semiconductor device and manufacturing method thereof | 201811279155.8 | Invention | 2018-10-30 | Changxin Memory | | 39 | Integrated circuit structure and memory | 201811290078.6 | Invention | 2018-10-31 | Changxin Memory | | 40 | Semiconductor memory | 201811325774.6 | Invention | 2018-11-08 | Changxin Memory | | 41 | High-frequency clock duty cycle calibration circuit, calibration method, and memory | 201811326927.9 | Invention | 2018-11-08 | Changxin Memory | | 42 | Low-frequency clock duty cycle calibration circuit, calibration method, and memory | 201811326930.0 | Invention | 2018-11-08 | Changxin Memory | | 43 | Duty cycle calibration circuit, memory, and adjustment method for duty cycle calibration circuit | 201811326942.3 | Invention | 2018-11-08 | Changxin Memory | | 44 | Method of forming semiconductor device | 201811332614.4 | Invention | 2018-11-09 | Changxin Memory | | 45 | A buried gate structure and manufacturing method thereof | 201811336185.8 | Invention | 2018-11-09 | Changxin Memory | | 46 | Delay locked loop circuit, synchronous clock signal method, and semiconductor memory | 201811381841.6 | Invention | 2018-11-20 | Changxin Memory | | 47 | Manufacturing method of semiconductor device and semiconductor device | 201811393149.5 | Invention | 2018-11-21 | Changxin Memory | | 48 | Wafer cleaning method and semiconductor device manufacturing method | 201811419203.9 | Invention | 2018-11-26 | Changxin Memory | | 49 | Data read/write method and device, dynamic random access memory | 201811446017.4 | Invention | 2018-11-29 | Changxin Memory | | 50 | Conductive plug structure, semiconductor device, and method of forming the same | 201811460109.8 | Invention | 2018-11-30 | Changxin Memory | | 51 | A coating equipment and coating method for semiconductor | 201811476732.2 | Invention | 2018-12-05 | Changxin Memory | | 52 | Interconnect structure and manufacturing method thereof, semiconductor device | 201910024057.8 | Invention | 2019-01-10 | Changxin Memory | | 53 | Comparison method for simulation results | 201910040831.4 | Invention | 2019-01-16 | Changxin Memory | | 54 | Semiconductor structure and method of forming the same | 201910183915.3 | Invention | 2019-03-12 | Changxin Memory | | 55 | Semiconductor structure and preparation method thereof | 201910276119.4 | Invention | 2019-04-08 | Changxin Memory | | 56 | Circuit for determining reference voltage of memory, method, memory, and electronic device | 201910337990.0 | Invention | 2019-04-25 | Changxin Memory | | 57 | Semiconductor structure and method of forming the same | 201910402381.9 | Invention | 2019-05-15 | Changxin Memory |
| No. | Patent Name | Patent No. | Patent Type | Application Date | Registered Rights Holder | |---|---|---|---|---|---| | 58 | Alignment pattern, semiconductor structure with alignment pattern, and manufacturing method thereof | 201910419613.1 | Invention | 2019-05-20 | Changxin Memory | | 59 | Semiconductor structure and manufacturing method thereof, memory | 201910433749.8 | Invention | 2019-05-23 | Changxin Memory | | 60 | Semiconductor structure and manufacturing method thereof, memory | 201910434483.9 | Invention | 2019-05-23 | Changxin Memory | | 61 | Trench array transistor structure and preparation method thereof | 201910438272.2 | Invention | 2019-05-24 | Changxin Memory | | 62 | Trench array transistor structure and preparation method thereof | 201910438290.0 | Invention | 2019-05-24 | Changxin Memory | | 63 | Semiconductor structure and manufacturing method thereof | 201910456609.2 | Invention | 2019-05-29 | Changxin Memory | | 64 | Method for preparing semiconductor device | 201910504944.5 | Invention | 2019-06-12 | Changxin Memory | | 65 | Semiconductor device and preparation method thereof | 201910517520.2 | Invention | 2019-06-14 | Changxin Memory | | 66 | Semiconductor structure and method of forming the same | 201910644881.3 | Invention | 2019-07-17 | Changxin Memory | | 67 | PIN diode and method of forming the same, electrostatic protection structure | 201910661101.6 | Invention | 2019-07-22 | Changxin Memory | | 68 | Conductive interconnect structure and preparation method thereof | 201910700587.X | Invention | 2019-07-31 | Changxin Memory | | 69 | Semiconductor structure and manufacturing method thereof | 201910722668.X | Invention | 2019-08-06 | Changxin Memory | | 70 | Data sampling circuit | 201910741170.8 | Invention | 2019-08-12 | Changxin Memory | | 71 | Semiconductor device structure and manufacturing method thereof | 201910750969.3 | Invention | 2019-08-14 | Changxin Memory | | 72 | Method of forming semiconductor memory | 201910814275.1 | Invention | 2019-08-30 | Changxin Memory | | 73 | Capacitor array structure and method of forming the same | 201910898779.6 | Invention | 2019-09-23 | Changxin Memory | | 74 | DRAM memory | 201910904496.8 | Invention | 2019-09-24 | Changxin Memory | | 75 | Manufacturing method of semiconductor structure and semiconductor structure | 201910906756.5 | Invention | 2019-09-24 | Changxin Memory | | 76 | Pattern transfer method | 201910918577.3 | Invention | 2019-09-26 | Changxin Memory | | 77 | Power supply module and memory | 201910922840.6 | Invention | 2019-09-27 | Changxin Memory | | 78 | Staircase word line structure and preparation method thereof | 201910981688.9 | Invention | 2019-10-16 | Changxin Memory | | 79 | Output driver circuit and memory | 201910981694.4 | Invention | 2019-10-16 | Changxin Memory | | 80 | Semiconductor structure and preparation method thereof | 201911080780.4 | Invention | 2019-11-07 | Changxin Memory | | 81 | Shallow trench isolation structure and method of forming the same, mask structure | 201911105656.9 | Invention | 2019-11-13 | Changxin Memory | | 82 | Semiconductor structure and method of forming the same | 201911172409.0 | Invention | 2019-11-26 | Changxin Memory | | 83 | Memory, substrate structure of memory, and preparation method thereof | 201911175485.7 | Invention | 2019-11-26 | Changxin Memory | | 84 | Read/write conversion circuit and driving method thereof, memory | 201911181058.X | Invention | 2019-11-27 | Changxin Memory | | 85 | Sense amplifier and control method thereof | 201911188084.5 | Invention | 2019-11-28 | Changxin Memory | | 86 | Comparator | 201911188793.3 | Invention | 2019-11-28 | Changxin Memory | | 87 | Semiconductor device and manufacturing method thereof | 201911207283.6 | Invention | 2019-11-29 | Changxin Memory | | 88 | Semiconductor structure and manufacturing method thereof | 201911208941.3 | Invention | 2019-11-30 | Changxin Memory |
| No. | Patent Name | Patent No. | Patent Type | Application Date | Registered Rights Holder | |---|---|---|---|---|---| | 89 | Semiconductor memory and method of forming the same | 201911213052.6 | Invention | 2019-12-02 | Changxin Memory | | 90 | Semiconductor structure and method of forming the same | 201911213609.6 | Invention | 2019-12-02 | Changxin Memory | | 91 | Semiconductor structure and manufacturing method thereof | 201911239722.1 | Invention | 2019-12-06 | Changxin Memory | | 92 | Interconnect structure and preparation method thereof | 201911244975.8 | Invention | 2019-12-06 | Changxin Memory | | 93 | Semiconductor device and preparation method thereof | 202010052772.5 | Invention | 2020-01-17 | Changxin Memory | | 94 | Package structure and method of forming the same | 202010102446.0 | Invention | 2020-02-19 | Changxin Memory | | 95 | Memory block and memory | 202010237983.6 | Invention | 2020-03-30 | Changxin Memory | | 96 | Semiconductor structure and manufacturing method thereof | 202010267288.4 | Invention | 2020-04-08 | Changxin Memory | | 97 | Semiconductor memory device and preparation method thereof | 202010267452.1 | Invention | 2020-04-08 | Changxin Memory | | 98 | Photomask and photomask quality testing method | 202010279765.9 | Invention | 2020-04-10 | Changxin Memory | | 99 | Semiconductor structure and method of forming the same | 202010361178.4 | Invention | 2020-04-30 | Changxin Memory | | 100 | Semiconductor structure and preparation method thereof | 202010537845.X | Invention | 2020-06-12 | Changxin Memory | | 101 | Semiconductor device, capacitor device, and method of manufacturing capacitor device | 202010565258.1 | Invention | 2020-06-19 | Changxin Memory | | 102 | Anti-fuse memory cell state detection circuit and memory | 202010687680.4 | Invention | 2020-07-16 | Changxin Memory | | 103 | Manufacturing method of semiconductor structure and semiconductor structure | 202010758023.4 | Invention | 2020-07-31 | Changxin Memory | | 104 | Drive circuit | 202010787892.X | Invention | 2020-08-07 | Changxin Memory | | 105 | Semiconductor structure | 202010804638.6 | Invention | 2020-08-12 | Changxin Memory | | 106 | Integrated circuit memory and preparation method thereof, semiconductor integrated circuit device | 202010842887.4 | Invention | 2020-08-20 | Changxin Memory | | 107 | Semiconductor structure and method for manufacturing semiconductor structure | 202010878114.1 | Invention | 2020-08-27 | Changxin Memory | | 108 | Method for preparing semiconductor device | 202010887738.X | Invention | 2020-08-28 | Changxin Memory | | 109 | Oscillation circuit | 202010943869.5 | Invention | 2020-09-08 | Changxin Memory | | 110 | Semiconductor device and preparation method thereof | 202010962471.6 | Invention | 2020-09-14 | Changxin Memory | | 111 | Method of forming semiconductor structure and semiconductor structure | 202010966605.1 | Invention | 2020-09-15 | Changxin Memory | | 112 | Method of forming semiconductor structure and semiconductor structure | 202010966611.7 | Invention | 2020-09-15 | Changxin Memory | | 113 | Manufacturing method of buried word line transistor, transistor, and memory | 202010974520.8 | Invention | 2020-09-16 | Changxin Memory | | 114 | Capacitor array structure and manufacturing method thereof, and dynamic random access memory | 202010976168.1 | Invention | 2020-09-16 | Changxin Memory | | 115 | Manufacturing method of semiconductor structure and semiconductor structure | 202010984302.2 | Invention | 2020-09-18 | Changxin Memory | | 116 | A column selection signal unit circuit, bit line sensing circuit, and memory | 202010986823.1 | Invention | 2020-09-18 | Changxin Memory | | 117 | Semiconductor device, semiconductor structure, and manufacturing method thereof | 202010993937.9 | Invention | 2020-09-21 | Changxin Memory | | 118 | Data path interface circuit, memory, and memory system | 202011006722.X | Invention | 2020-09-23 | Changxin Memory | | 119 | Equalization circuit, data acquisition method, and memory | 202011018885.X | Invention | 2020-09-24 | Changxin Memory |
| No. | Patent Name | Patent No. | Patent Type | Application Date | Registered Rights Holder | |---|---|---|---|---|---| | 120 | Semiconductor device and preparation method thereof, storage device | 202011033098.2 | Invention | 2020-09-27 | Changxin Memory | | 121 | Integrated circuit memory and method of forming the same | 202011042960.6 | Invention | 2020-09-28 | Changxin Memory | | 122 | Semiconductor structure and method of forming semiconductor structure | 202011043756.6 | Invention | 2020-09-28 | Changxin Memory | | 123 | Semiconductor structure and method of forming the same | 202011047212.7 | Invention | 2020-09-29 | Changxin Memory | | 124 | Semiconductor device and preparation method thereof | 202011049179.1 | Invention | 2020-09-29 | Changxin Memory | | 125 | Method of forming film layer | 202011051630.3 | Invention | 2020-09-29 | Changxin Memory | | 126 | Semiconductor structure and manufacturing method thereof | 202011149559.2 | Invention | 2020-10-23 | Changxin Memory | | 127 | Method of forming semiconductor structure | 202011165219.9 | Invention | 2020-10-27 | Changxin Memory | | 128 | Method of forming semiconductor structure and semiconductor structure | 202011173598.6 | Invention | 2020-10-28 | Changxin Memory | | 129 | Clock generation circuit, memory, and clock duty cycle calibration method | 202011176592.4 | Invention | 2020-10-28 | Changxin Memory | | 130 | Semiconductor structure manufacturing method and semiconductor structure | 202011217685.7 | Invention | 2020-11-04 | Changxin Memory | | 131 | Semiconductor structure and semiconductor structure manufacturing method | 202011219025.2 | Invention | 2020-11-04 | Changxin Memory | | 132 | Integrated circuit device and method of forming the same | 202011221558.4 | Invention | 2020-11-05 | Changxin Memory | | 133 | Method for manufacturing capacitor connecting lines of memory and memory | 202011221664.2 | Invention | 2020-11-05 | Changxin Memory | | 134 | Manufacturing method of memory and memory | 202011233641.3 | Invention | 2020-11-06 | Changxin Memory | | 135 | Semiconductor device with buried bit line and preparation method thereof | 202011261602.4 | Invention | 2020-11-12 | Changxin Memory | | 136 | Semiconductor structure and method of forming the same | 202011265548.0 | Invention | 2020-11-13 | Changxin Memory | | 137 | Pulse signal generation circuit and generation method, memory | 202011279041.0 | Invention | 2020-11-16 | Changxin Memory | | 138 | Manufacturing method of semiconductor structure and semiconductor structure | 202011305915.5 | Invention | 2020-11-19 | Changxin Memory | | 139 | Semiconductor structure and manufacturing method of semiconductor structure | 202011324586.9 | Invention | 2020-11-23 | Changxin Memory | | 140 | Control circuit and delay circuit | 202011340785.9 | Invention | 2020-11-25 | Changxin Memory | | 141 | Dynamic random access memory capacitor and preparation method thereof | 202011349123.8 | Invention | 2020-11-26 | Changxin Memory | | 142 | Memory and manufacturing method thereof | 202011622620.0 | Invention | 2020-12-30 | Changxin Memory | | 143 | Preparation method of semiconductor structure and semiconductor structure | 202011630018.1 | Invention | 2020-12-30 | Changxin Memory | | 144 | Preparation method of semiconductor device and semiconductor device | 202011631057.3 | Invention | 2020-12-30 | Changxin Memory | | 145 | Post-package memory repair method and device, storage medium, electronic equipment | 202110033504.3 | Invention | 2021-01-12 | Changxin Memory | | 146 | Chip structure, package structure, and manufacturing method thereof | 202110048328.0 | Invention | 2021-01-14 | Changxin Memory | | 147 | Semiconductor structure and manufacturing method thereof | 202110049125.3 | Invention | 2021-01-14 | Changxin Memory | | 148 | Package substrate and package structure | 202110082929.3 | Invention | 2021-01-21 | Changxin Memory | | 149 | Manufacturing method of semiconductor structure and semiconductor structure | 202110128710.2 | Invention | 2021-01-29 | Changxin Memory | | 150 | Method of forming integrated circuit structure | 202110128716.X | Invention | 2021-01-29 | Changxin Memory |
| No. | Patent Name | Patent No. | Patent Type | Application Date | Registered Rights Holder | |---|---|---|---|---|---| | 151 | Package substrate and semiconductor structure having the same | 202110164409.7 | Invention | 2021-02-05 | Changxin Memory | | 152 | Package substrate and semiconductor structure having the same | 202110164416.7 | Invention | 2021-02-05 | Changxin Memory | | 153 | Fuse filling method for semiconductor structure and semiconductor structure | 202110177190.4 | Invention | 2021-02-07 | Changxin Memory | | 154 | Preparation method of semiconductor structure | 202110200823.9 | Invention | 2021-02-23 | Changxin Memory | | 155 | Method of forming overlay mark and semiconductor structure | 202110209604.7 | Invention | 2021-02-25 | Changxin Memory | | 156 | Memory device and preparation method thereof | 202110209896.4 | Invention | 2021-02-25 | Changxin Memory | | 157 | Semiconductor structure and preparation method of semiconductor structure | 202110212890.2 | Invention | 2021-02-25 | Changxin Memory | | 158 | Preparation method of semiconductor structure and semiconductor structure | 202110224667.X | Invention | 2021-03-01 | Changxin Memory | | 159 | Semiconductor structure and manufacturing method thereof | 202110240323.8 | Invention | 2021-03-04 | Changxin Memory | | 160 | Memory and preparation method thereof | 202110241856.8 | Invention | 2021-03-04 | Changxin Memory | | 161 | Semiconductor structure and method of forming the same | 202110244158.3 | Invention | 2021-03-05 | Changxin Memory | | 162 | Guard ring structure, semiconductor structure, and manufacturing method thereof | 202110270706.X | Invention | 2021-03-12 | Changxin Memory | | 163 | Semiconductor structure and method of forming the same | 202110289168.9 | Invention | 2021-03-18 | Changxin Memory | | 164 | Semiconductor structure and manufacturing method thereof | 202110310445.X | Invention | 2021-03-23 | Changxin Memory | | 165 | Preparation method of semiconductor structure | 202110313214.4 | Invention | 2021-03-24 | Changxin Memory | | 166 | Sense amplifier, memory, and control method | 202110313685.5 | Invention | 2021-03-24 | Changxin Memory | | 167 | Semiconductor structure and method of forming the same | 202110313866.8 | Invention | 2021-03-24 | Changxin Memory | | 168 | Measurement method for film thickness of semiconductor device | 202110332821.5 | Invention | 2021-03-29 | Changxin Memory | | 169 | Data transmission circuit, method, and storage device |
| Level | Name of Shareholding Platform | Percentage of Issuer's Shares Held Directly or Indirectly | Number of Incentive Recipients | |-------|-------------------------------|----------------------------------------------------------|-------------------------------| | Third-tier Shareholding Platform 3-25 | Hefei Jixin No. 65 Enterprise Management Partnership (Limited Partnership) | 0.0672% | 39 | | Third-tier Shareholding Platform 3-26 | Hefei Jixin No. 66 Enterprise Management Partnership (Limited Partnership) | 0.0896% | 40 | | Third-tier Shareholding Platform 3-27 | Hefei Jixin No. 67 Enterprise Management Partnership (Limited Partnership) | 0.0748% | 43 | | Third-tier Shareholding Platform 3-28 | Hefei Jixin No. 68 Enterprise Management Partnership (Limited Partnership) | 0.1171% | 43 | | Third-tier Shareholding Platform 3-29 | Hefei Jixin No. 69 Enterprise Management Partnership (Limited Partnership) | 0.1113% | 47 | | Third-tier Shareholding Platform 3-30 | Hefei Jixin No. 70 Enterprise Management Partnership (Limited Partnership) | 0.1419% | 47 | | Third-tier Shareholding Platform 3-31 | Hefei Jixin No. 71 Enterprise Management Partnership (Limited Partnership) | 0.0863% | 42 | | Third-tier Shareholding Platform 3-32 | Hefei Jixin No. 72 Enterprise Management Partnership (Limited Partnership) | 0.0705% | 46 | | Third-tier Shareholding Platform 3-33 | Hefei Jixin No. 73 Enterprise Management Partnership (Limited Partnership) | 0.0451% | 38 | | Third-tier Shareholding Platform 3-34 | Hefei Jixin No. 74 Enterprise Management Partnership (Limited Partnership) | 0.0721% | 45 | | Third-tier Shareholding Platform 3-35 | Hefei Jixin No. 75 Enterprise Management Partnership (Limited Partnership) | 0.0704% | 46 | | Third-tier Shareholding Platform 3-36 | Hefei Jixin No. 76 Enterprise Management Partnership (Limited Partnership) | 0.0790% | 38 | | Third-tier Shareholding Platform 3-37 | Hefei Jixin No. 77 Enterprise Management Partnership (Limited Partnership) | 0.1040% | 42 | | Third-tier Shareholding Platform 3-38 | Hefei Jixin No. 78 Enterprise Management Partnership (Limited Partnership) | 0.0863% | 23 | | Third-tier Shareholding Platform 3-39 | Hefei Jixin No. 79 Enterprise Management Partnership (Limited Partnership) | 0.0693% | 42 | | Third-tier Shareholding Platform 3-40 | Hefei Jixin No. 80 Enterprise Management Partnership (Limited Partnership) | 0.0784% | 35 | | Third-tier Shareholding Platform 3-41 | Hefei Jixin No. 81 Enterprise Management Partnership (Limited Partnership) | 0.2280% | 42 | | Third-tier Shareholding Platform 3-42 | Hefei Jixin No. 82 Enterprise Management Partnership (Limited Partnership) | 0.1598% | 41 | | Third-tier Shareholding Platform 3-43 | Hefei Jixin No. 83 Enterprise Management Partnership (Limited Partnership) | 0.0883% | 42 | | Third-tier Shareholding Platform 3-44 | Hefei Jixin No. 84 Enterprise Management Partnership (Limited Partnership) | 0.0772% | 40 | | Third-tier Shareholding Platform 3-45 | Hefei Jixin No. 85 Enterprise Management Partnership (Limited Partnership) | 0.0501% | 28 | | Third-tier Shareholding Platform 3-46 | Hefei Jixin No. 86 Enterprise Management Partnership (Limited Partnership) | 0.5163% | - | | Fourth-tier Shareholding Platform 3-46-1 | Hefei Jixin No. 87 Enterprise Management Partnership (Limited Partnership) | 0.0181% | 45 | | Fourth-tier Shareholding Platform 3-46-2 | Hefei Jixin No. 88 Enterprise Management Partnership (Limited Partnership) | 0.0228% | 47 |
| Level | Name of Shareholding Platform | Percentage of Issuer's Shares Held Directly or Indirectly | Number of Incentive Recipients | |-------|-------------------------------|----------------------------------------------------------|-------------------------------| | Fourth-tier Shareholding Platform 3-46-3 | Hefei Jixin No. 89 Enterprise Management Partnership (Limited Partnership) | 0.0236% | 47 | | Fourth-tier Shareholding Platform 3-46-4 | Hefei Jixin No. 90 Enterprise Management Partnership (Limited Partnership) | 0.0168% | 37 | | Fourth-tier Shareholding Platform 3-46-5 | Hefei Jixin No. 91 Enterprise Management Partnership (Limited Partnership) | 0.0167% | 43 | | Fourth-tier Shareholding Platform 3-46-6 | Hefei Jixin No. 92 Enterprise Management Partnership (Limited Partnership) | 0.0135% | 44 | | Fourth-tier Shareholding Platform 3-46-7 | Hefei Jixin No. 93 Enterprise Management Partnership (Limited Partnership) | 0.0202% | 46 | | Fourth-tier Shareholding Platform 3-46-8 | Hefei Jixin No. 94 Enterprise Management Partnership (Limited Partnership) | 0.0199% | 36 | | Fourth-tier Shareholding Platform 3-46-9 | Hefei Jixin No. 95 Enterprise Management Partnership (Limited Partnership) | 0.1048% | 29 | | Fourth-tier Shareholding Platform 3-46-10 | Hefei Jixin No. 96 Enterprise Management Partnership (Limited Partnership) | 0.0155% | 43 | | Fourth-tier Shareholding Platform 3-46-11 | Hefei Jixin No. 97 Enterprise Management Partnership (Limited Partnership) | 0.0065% | 25 | | Fourth-tier Shareholding Platform 3-46-12 | Hefei Jixin No. 98 Enterprise Management Partnership (Limited Partnership) | 0.0221% | 36 | | Fourth-tier Shareholding Platform 3-46-13 | Hefei Jixin No. 99 Enterprise Management Partnership (Limited Partnership) | 0.0430% | 12 | | Fourth-tier Shareholding Platform 3-46-14 | Hefei Jixin No. 100 Enterprise Management Partnership (Limited Partnership) | 0.0211% | 46 | | Fourth-tier Shareholding Platform 3-46-15 | Hefei Jixin No. 101 Enterprise Management Partnership (Limited Partnership) | 0.0257% | 48 | | Fourth-tier Shareholding Platform 3-46-16 | Hefei Jixin No. 102 Enterprise Management Partnership (Limited Partnership) | 0.0249% | 47 | | Fourth-tier Shareholding Platform 3-46-17 | Hefei Jixin No. 103 Enterprise Management Partnership (Limited Partnership) | 0.0293% | 48 | | Fourth-tier Shareholding Platform 3-46-18 | Hefei Jixin No. 104 Enterprise Management Partnership (Limited Partnership) | 0.0284% | 42 | | Fourth-tier Shareholding Platform 3-46-19 | Hefei Jixin No. 105 Enterprise Management Partnership (Limited Partnership) | 0.0255% | 46 | | Fourth-tier Shareholding Platform 3-46-20 | Hefei Jixin No. 106 Enterprise Management Partnership (Limited Partnership) | 0.0182% | 39 | | Third-tier Shareholding Platform 3-47 | Hefei Jixin Shuochi Enterprise Management Co., Ltd. (合肥集鑫硕驰企业管理有限责任公司) | 0.0231% | - |
> **Note:** The "Number of Incentive Recipients" in the table above does not include personnel who have already withdrawn from the employee shareholding plan due to resignation or other reasons but for whom the business registration change procedures have not yet been completed.
This project proposes to carry out technical renovations at a subsidiary of the issuer, with the aim of progressively transitioning to mid-to-high-end product production line process technology, including technical upgrade and renovation of process steps such as etching, thin-film deposition, and cleaning, thereby completing the upgrade and renovation of the process product line. By implementing this project, on one hand, the DRAM production line can be technically upgraded to reduce production costs. On the other hand, this technical upgrade and renovation can be leveraged to simultaneously introduce and collaborate with domestic and new-type equipment, materials, and components, thereby promoting the localization and diversification of the industrial and supply chains and enhancing the Company's risk resilience.
The total investment for this project is RMB 7.500 billion (75.00亿元). The specific investment budget is as follows:
| No. | Item | Investment Amount (RMB 100 million) | Proportion of Total Investment | |-----|------|-------------------------------------|-------------------------------| | 1 | Construction and Engineering Costs | 3.34 | 4.45% | | 2 | Equipment Procurement and Installation Costs | 46.66 | 62.22% | | 3 | Intangible Assets | 25.00 | 33.33% | | | **Total** | **75.00** | **100.00%** |
The construction period for this project is 3 years. Preliminary design and construction design are to be completed before Q3 2025; facility renovations, machine relocation, machine commissioning, and machine production launch are to be implemented in batches before the end of 2027; and completion acceptance is to be finalized before the first half of 2028.
This project is planned to be constructed and implemented within the existing plant areas of the issuer's subsidiary, and does not involve the purchase of new land.
This project has obtained the project filing form and environmental impact assessment approval issued by the relevant competent authorities.
This project proposes to carry out technical renovations on the DRAM memory demonstration line project, including technical upgrade and renovation of process steps such as etching, thin-film deposition, and cleaning,
with core upgrade content including process improvement and product iteration. By implementing this project, the issuer's subsidiary will be elevated to a next-generation process technology platform.
The total investment for this project is RMB 18.000 billion (180.00亿元). The specific investment budget is as follows:
| No. | Item | Investment Amount (RMB 100 million) | Proportion of Total Investment | |-----|------|-------------------------------------|-------------------------------| | 1 | Equipment Procurement and Installation Costs | 174.00 | 96.67% | | 2 | Contingency Costs | 6.00 | 3.33% | | | **Total** | **180.00** | **100.00%** |
The construction period for this project is 3 years. Before Q3 2025, preliminary project work is to be completed, including preliminary project design, capacity planning, and equipment requirements planning. Starting from Q4 2025, equipment procurement plans are to be initiated; equipment relocation and commissioning work is planned to be implemented in batches between 2026 and the end of 2027; and completion acceptance is to be finalized before the first half of 2028.
This project is planned to be constructed and implemented within the existing plant areas of the issuer's subsidiary, and does not involve the purchase of new land.
This project has obtained the project filing certificate and environmental impact assessment approval issued by the relevant competent authorities.
This project focuses on forward-looking technology research required for future advanced DRAM. The Company will, based on market and customer demand trends and the future frontier technology development direction of DRAM, carry out research and development work on forward-looking technologies applicable to DRAM. The issuer plans to invest RMB 9.000 billion (90亿元) of the raised proceeds to conduct forward-looking technology research and development work, expand the Company's capacity for independent innovation and R&D level in related fields, and maintain the Company's continuous technological leadership.
The total investment for this project is RMB 9.000 billion (90.00亿元), mainly comprising R&D personnel costs, fixed asset investment, materials and spare parts and other costs, testing and services, etc.
The construction period for this project is 3 years. Before December 2026, commissioning of newly introduced machines is planned to be completed, realizing the construction of the process flow for the forward-looking technology platform compatible with DRAM; before December 2027, the structural construction and verification of the process platform and process development of the forward-looking technology platform are to be completed, and optimization work on the process flow of the technology platform is to be carried out; before December 2028, the refinement of the process and architecture of the forward-looking technology platform is to be completed, and verification and extraction of key electrical characteristics of devices are to be carried out.
This project is planned to be implemented within the issuer's existing office areas and plant areas, and does not involve the purchase of new land.
This project has obtained the project filing form and environmental impact assessment approval issued by the relevant competent authorities.