Divorce Forces Transfer of Rmb1.29bn Stake in China RF‑Chip Firm as Company Reports First Annual Loss

Zhuosheng Micro’s chairman, Xu Zhihan, has transferred roughly half of his directly held shares — valued at about Rmb1.29 billion (≈US$190m) — to his ex‑wife as part of a divorce settlement. The move comes as the company warned of its first annual loss since listing in 2019, raising investor concerns about potential share sales, governance stability and management continuity.

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Key Takeaways

  • 1Chairman Xu Zhihan transferred 17.152 million shares (about half his direct holding) to ex‑wife Zhang Yu, valued at ~Rmb1.29 billion (≈US$190m).
  • 2Post‑transfer Zhang will hold roughly 3.2% of the company; contractual limits cap her annual disposals at 10% (and 25% while Xu serves as director/executive).
  • 3Zhuosheng Micro issued a profit warning for 2025: revenue down ~16–18% to Rmb3.7–3.75bn and a net loss of Rmb255–295m — its first annual loss since 2019.
  • 4This is the second controlling‑shareholder divorce to affect Zhuosheng Micro (a 2023 settlement moved ~32.76m shares), underlining governance risks in founder‑led Chinese tech firms.
  • 5Investors face potential selling pressure and heightened governance scrutiny as ownership is reshuffled amid deteriorating financials.

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Strategic Analysis

The transfer highlights an enduring fault line in China’s technology sector: concentrated, founder‑centric ownership structures that allow private life events to materially alter corporate ownership and market dynamics. While the immediate numeric impact on control is limited — Zhang’s stake does not exceed the 5% disclosure threshold — the transaction creates a new, tradable block at a time when the company is contracting. Contractual restraints on disposals reduce but do not remove the risk of staged liquidation or onward transfers that could depress the share price. For regulators, asset managers and institutional holders, the episode underscores the need to factor interpersonal and family risk into valuations of mid‑cap chip suppliers. Strategically, Zhuosheng Micro must demonstrate operational resilience and clearer governance safeguards if it is to avoid a protracted rerating driven by both cyclical pressures in the semiconductor cycle and episodic ownership events.

China Daily Brief Editorial
Strategic Insight
China Daily Brief

Zhuosheng Micro (300782.SZ), a leading domestic maker of radio‑frequency front‑end chips, disclosed that one of its controlling shareholders and chairman, Xu Zhihan, has divorced and will transfer roughly half of his directly held shares to his ex‑wife, Zhang Yu. The stake Zhang will receive is valued at about Rmb1.29 billion (≈US$190 million) and amounts to 17.152 million shares — roughly half of Xu’s current direct holding and about 3.2% of the company’s total equity.

The announcement, issued late on February 11, also set limits on future disposals: Zhang may sell no more than 10% of her holdings each year, while she pledged that during any period Xu serves as a director or senior manager her annual transfers would not exceed 25% of her holdings. Before the transfer, Xu directly owned 34.304 million tradable shares, equal to 6.41% of the company; Zhang held no shares.

The timing sharpens investor unease. The disclosure follows a rare earnings warning from Zhuosheng Micro: the company now expects 2025 revenue of Rmb3.7–3.75 billion, a decline of 16–18%, and a net loss attributable to shareholders of Rmb255–295 million — its first annual loss since listing in 2019. Fourth‑quarter results appear to have deteriorated most sharply, with quarterly revenue down and a widening quarterly loss.

This is the second high‑profile divorce to reshape ownership at Zhuosheng Micro. In mid‑2023 a different controlling shareholder, Tang Zhuang, transferred roughly 32.76 million shares to his ex‑spouse under a divorce settlement — a move then valued at about Rmb3.41 billion — and altered the company’s top‑shareholder register. Such transfers have precedent in China’s founder‑ and family‑dominated technology firms and routinely attract market scrutiny because they change the identity of beneficial owners without corporate action.

For investors the immediate issue is liquidity and signalling. Although the shares handed to Zhang will not make her a >5% holder, the creation of a new, potentially monetisable block of tradable stock at a time of worsening fundamentals raises the risk of incremental selling pressure. The formal caps on annual disposals moderate that risk but are time‑limited and contractual rather than statutory; they do not eliminate the possibility of staged sales or subsequent transfers to other parties.

Beyond market mechanics, the episode spotlights corporate governance questions in China’s chip sector. Founder and family arrangements remain a common mechanism for control; divorce settlements that reallocate shareholdings can alter governance dynamics, complicate succession planning and prompt fresh disclosure obligations. Regulators and investors are attentive to changes in the composition of controlling shareholders and to any signals they send about management stability at technology firms facing profit pressure.

For Zhuosheng Micro the immediate priorities will be to steady operations amid a cyclical downturn in demand for RF components, reassure investors about management continuity and clarify whether the new shareholder will remain passive. The company faces a test familiar to many mid‑cap Chinese chip suppliers: shrinking near‑term margins and revenues while navigating concentrated ownership and the attendant political, legal and market risks of transfers among insiders.

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