Acquisition of: a 48% shareholding in Nanjing Techcomp Era Scientific Instrument Co Ltd by Future Industry Investment Fund II; and an indirect 66.7% shareholding in IsotopX Ltd by Nanjing Techcomp Era Scientific Instrument Co Ltd: final order variation
Updated 27 March 2025
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1. The Chancellor of the Duchy of Lancaster has varied a final order pursuant to section 27 of the National Security and Investment Act 2021 (“the Act”). The variation comes into force on 26 March 2025.
2. The Parties who are subject to the order are:
i. Future Industry Investment Fund II.
ii. Nanjing Techcomp Era Scientific Instrument Co Ltd
iii. Techcomp Group International Limited
iv. Techcomp (Europe) Limited (UK)
v. IsotopX Ltd
3. This order relates to two linked transactions which are subject to mandatory notifications under the Act.
4. Transaction 1: Nanjing Techcomp Era Scientific Instrument Co Ltd has indirectly acquired a 66.7% shareholding in Isotopx Ltd. This involves an increase in the percentage of shareholding and voting rights from 50% or less to more than 50%, which constitutes trigger events under section 8(2)(b) and section 8(5)(b) of the Act.
5. Transaction 2: Future Industry Investment Fund II has acquired 48% of the shares of Nanjing Techcomp Era Scientific Instrument Co Ltd and, as a result, will gain control of a 32% shareholding in IsotopX Ltd. This constitutes a trigger event under section 8(2)(a) of the Act, an increase in the percentage of shareholding from 25% or less to more than 25%.
6. Following a detailed national security assessment, the Chancellor of the Duchy of Lancaster previously made a final order pursuant to section 26 of the National Security and Investment Act 2021 (“the Act”), which came into force on 27 November 2024. The order had the effect of approving the two linked transactions subject to the condition the parties:
i. Meet certain requirements relating to governance and operations, including retaining certain existing IsotopX operational activity and decision-making within the UK;
ii. Appoint a Chief Security Officer with UK Security Vetting clearance to the IsotopX senior management team, who will have oversight of security requirements relating to data, infrastructure and personnel;
iii. Meet certain requirements relating to IT equipment, data storage, access and handling; and
iv. Implement certain protocols concerning visits to the IsotopX site and business travel.
7. The Chancellor of the Duchy of Lancaster considers that these measures are necessary and proportionate to mitigate the risk to national security relating to:
i. The security of UK expertise and intellectual property relating to the manufacture of dual-use products which are subject to export controls, and related services.
8. The variation to the final order amends the requirements relating to business travel and governance in order to assist compliance with the final order.