SG Micro Corp (03661) intends to acquire an aggregate 58.2878% stake in Shanghai Shenguiling Microelectronics.

SG Micro Corp (03661) announced that on October 26, 2026, the Company, the sellers and the guarantors entered into a share transfer agreement, pursuant to which the Company has conditionally agreed to purchase, and the sellers have conditionally agreed to sell, an aggregate 58.2878% equity interest in the target company Shanghai Shenguiling Microelectronics Technology Co., Ltd. (including all of its subsidiaries) (corresponding to RMB34.97268 million of the registered capital of the target company, or 34,972,680 shares of the target company), for a cash consideration of RMB833 million. Upon completion, the Company will have an interest in 58.2878% of the equity of the target company. The target company will become a direct non-wholly-owned subsidiary of the Company. The target company is a joint stock company established in China, focusing on semiconductor design of sensor chips and mixed-signal chips. Its products cover numerous categories including temperature sensors, temperature and humidity sensors, digital interface chips and digital-to-analog conversion chips, and are widely used in industrial, network and computing, medical, smart wearable devices and other fields. This share transfer represents horizontal business integration by the Company in the analog chip sector. The target company and the Company both belong to the semiconductor industry, with differentiated and complementary products and application scenarios. The target company focuses on semiconductor design of sensor chips and mixed-signal chips, with products covering numerous categories including temperature sensors, temperature and humidity sensors, digital interface chips and digital-to-analog conversion chips. It has completed the research and development and mass production of hundreds of chips, with downstream applications covering industrial, network and computing, medical, smart wearables and other fields, and has accumulated a number of high-quality end-customer resources. The target company's business has strong synergies with the Company in market channels, customer resources and supply chain. Through this share transfer, the Company will pool the advantageous resources of all parties to further improve its product line layout, expand its R&D team capabilities and enhance its overall competitiveness. The Company intends to use its own funds, self-raised funds and/or proceeds from its H-share listing for this share transfer, which will not have a material adverse impact on the Company's existing financial condition and normal business operations. In the long term, this share transfer will generate positive strategic synergies and is in line with the Company's overall development plan and the interests of all shareholders.