Shanghai Vital Microtech Co.,Ltd. (600641.SH) recently announced plans for a private placement of up to 236 million shares to Vital Technology Group Co., Ltd., a company controlled by its actual controller Zhu Shihui. The placement aims to raise no more than 3.51 billion yuan, with all funds designated for upgrading projects related to semiconductor operations and bismuth materials business.
According to the plan, the issuance price has been set at 14.90 yuan per share, which is not less than 80% of the company's average stock trading price over the 20 trading days prior to the pricing benchmark date. Based on the stock price of approximately 18.7 yuan on the announcement date, this represents a discount of about 20%. The subscriber, Vital Technology Group, has committed to not transferring the subscribed shares for 36 months following the completion of the issuance.
The timing of share reductions by other major shareholders is particularly noteworthy. Just before the private placement plan was announced, the company's second-largest shareholder, Sanlin Wanye (Shanghai) Enterprise Group Co., Ltd., completed a round of share sales. Disclosures show that between September 16 and December 10, 2025, Sanlin Wanye sold 15.8622 million shares through集中竞价和大宗交易, realizing 276 million yuan, with the selling price ranging from 15.00 to 23.78 yuan per share. On February 13, 2026, Sanlin Wanye announced another plan to sell up to 19.11 million shares, representing 2.05% of the company's total shares.
On one side, a financial investor is selling shares at relatively high prices, while on the other, the controlling shareholder is increasing their stake at a lower price. This simultaneous selling and buying leads to subtle changes in the company's ownership structure. After the completion of the private placement, the combined shareholding ratio of actual controller Zhu Shihui, through Vital Technology Group and its concerted party Vital Huixin, will increase from 24.27% to 39.57%, significantly strengthening his control.
The financial situation of Vital Microtech adds further complexity to this private placement. The company's third-quarter 2025 financial report showed monetary funds of 1.964 billion yuan and financial assets held for trading of 46.36 million yuan. Its asset-liability ratio was only 28.72%, considerably lower than the average for the semiconductor industry.
Vital Microtech was formerly known as Wanye Enterprises, a listed company primarily focused on real estate. In 2018, the company acquired Kingsemiconductor, marking the beginning of its transition into the semiconductor equipment sector. Zhu Shihui became the actual controller in November 2024. In 2025, the company officially changed its name to "Vital Microtech," signifying a new phase in its transformation.
The path of transformation has been challenging. For the first three quarters of 2025, the company achieved operating revenue of 1.069 billion yuan, a year-on-year increase of 247.43%; its net profit attributable to shareholders was 18.67 million yuan, up 158.93% year-on-year. While these figures suggest rapid growth on the surface, the company's net profit after deducting non-recurring gains and losses was -24.01 million yuan, indicating that its core operations remain unprofitable. The company forecasts its full-year 2025 net profit attributable to shareholders to be between a loss of 138 million yuan and a loss of 92 million yuan.
In terms of business structure, the company is currently in a period of transition. In the first half of 2025, revenue from the bismuth materials business was 525.2 million yuan, accounting for 75.14% of the total; real estate business revenue was 101.8 million yuan, representing 14.57%; and specialized equipment manufacturing revenue was 71.12 million yuan, making up 10.17%. Although the bismuth materials business is growing rapidly, its gross profit margin is only 25.23%.
The company faces a prominent issue of high inventory levels. As of the end of the third quarter of 2025, inventory reached 4.218 billion yuan, accounting for 35% of total assets and showing a significant year-on-year increase. The net cash flow from operating activities is also concerning, at -3.938 billion yuan, indicating insufficient cash-generating ability from its core business operations.
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