Recently, Changchun Aopu Optoelectronics Technology Co., Ltd. (securities abbreviation: Aopu Optoelectronics ; stock code: 002338.SZ) announced that it plans to pay 312.8 million yuan in cash to purchase Changchun Changguang Aerospace Composite Materials Co., Ltd. (hereinafter) Abbreviation: Changguang Aerospace) 40% equity. After the acquisition is completed, Aop Optoelectronics will hold 51.11% of the equity of Changguang Aerospace, and Changguang Aerospace will become a holding subsidiary of Aop Optoelectronics.
Previously, Opp Optoelectronics had planned to acquire 78.89% of the equity of Changguang Aerospace by issuing shares and paying cash. At the same time, it would raise supporting funds of no more than 255 million yuan to pay for the cash required to acquire the equity. In response, the exchange issued a letter of concern to Opp Optoelectronics, requiring Opp Optoelectronics to disclose the reasons and rationality for adjusting the acquisition method, and evaluate the rationality of high value-added and other issues.
Source: Photo Network
The original transaction plan constituted a major asset reorganization
In March 2022, Opp Optoelectronics released the "Report on Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds and Related Transactions (Draft)" (hereinafter referred to as: Reorganization Report), Aopu Optoelectronics plans to issue shares and pay cash to purchase Changchun Institute of Optics, Fine Mechanics and Physics, Chinese Academy of Sciences (hereinafter referred to as: Institute of Optics and Mechanics), Changchun Kuaixiang Composite Materials Investment Center (Limited Partnership) (hereinafter referred to as : Kuaixiang Investment), Changchun Feixiang Composite Investment Center (Limited Partnership) (hereinafter referred to as: Feixiang Investment) and five natural persons including Lin Zaiwen, Liu Yongqi, Zou Zhiwei, Shang Weihui, and Wang Haifang held a total of 78.89 of Changguang Aerospace % equity.
Changguang Aerospace is mainly engaged in the research and development, production and sales of carbon fiber reinforced resin matrix composite products. The products mainly include rocket body/projectile structural parts, space structural parts, solid rocket motor nozzle, etc.
The restructuring report shows that this transaction uses the income method to determine the evaluation conclusion. The evaluation base date is November 30, 2021. The evaluation result of the total equity value of Changguang Aerospace’s shareholders is 782 million yuan, and the evaluation appreciation rate is 543.77%. . The restructuring report stated that Changguang Aerospace has military equipment production business qualifications and a number of independent research and development patented technologies, which are the main reasons for the increased value of this evaluation.
Aop Optoelectronics plans to acquire 78.89% of the equity of Changguang Aerospace. The corresponding total transaction amount is 616.9111 million yuan, of which Aop Optoelectronics plans to pay 70% of the transaction consideration, or 431.8378 million yuan, in cash by issuing shares. Pay 30% of the transaction consideration, which is 185.0733 million yuan. The issuance price of shares is 18.31 yuan/share.
At the same time, Opp Optoelectronics plans to raise supporting funds from a non-public issuance of shares from no more than 35 qualified specific investors. The total amount raised will not exceed 255 million yuan. After deducting the issuance expenses, it plans to invest 185 million yuan to pay for this transaction. Of the cash consideration of the transaction, 25 million yuan was used to pay intermediaries and related expenses, and 45 million yuan was used to supplement working capital and repay debts.
According to the restructuring report, since the total assets to be purchased in this transaction accounted for 57.18% of the total assets at the end of the audited consolidated financial accounting report of Opp Optoelectronics in the most recent fiscal year, reaching more than 50%, the net assets to be purchased Accounting for 63.48% of the closing net assets of Opp Optoelectronics' audited consolidated financial accounting report in the most recent fiscal year, reaching more than 50% and exceeding 50 million yuan, this transaction constitutes a major asset reorganization. Since Optical Machinery is the controlling shareholder of Aopu Optoelectronics, this transaction constitutes a related transaction. The
announcement shows that before this transaction, Lin Zaiwen, Liu Yongqi, Aop Optoelectronics, Institute of Optics and Mechanics, Kuaixiang Investment, Feixiang Investment, Shang Weihui, Zou Zhiwei, and Wang Haifang held 36.67%, 15.83%, and 11.11% of Changguang Aerospace respectively. %, 11.11%, 8.33%, 8.33%, 3.61%, 2.78%, 2.22% of the equity.
After the transaction is completed, Opp Optoelectronics will hold 90% of the shares of Changguang Aerospace, while Lin Zaiwen, Liu Yongqi, Kuaixiang Investment, Feixiang Investment, Shang Weihui, Zou Zhiwei, and Wang Haifang will hold 4.71% and 2.04% of Changguang Aerospace respectively. , 1.07%, 1.07%, 0.46%, 0.36%, and 0.29% of the equity, Changguang Aerospace became a holding subsidiary of Aopu Optoelectronics.
Changes in acquisition methods have attracted regulatory attention
html On August 3, Aopu Optoelectronics announced that it planned to pay cash for the long-term shares held by Kuaixiang Investment, Feixiang Investment, Lin Zaiwen, Liu Yongqi, Shang Weihui, Zou Zhiwei, and Wang Haifang. 40% stake in Guangyuhang. After the transaction is completed, Aop Optoelectronics will hold 51.11% of the equity of Changguang Aerospace, and Changguang Aerospace will become a holding subsidiary of Aop Optoelectronics. This transaction does not constitute a major asset restructuring.
In response, the exchange required Opp Optoelectronics to supplementally disclose the reasons and rationality for adjusting the transaction plan. Since the original transaction plan constituted a major asset reorganization and needed to be submitted to the China Securities Regulatory Commission for approval, the exchange required Opp Optoelectronics to disclose whether the changed acquisition plan was a Avoid subsequent approval procedures. At the same time, the exchange requires Opp Optoelectronics to supplementally disclose the specific process and important time nodes of major adjustments to the trading plan.
We sorted through the announcements and found that on July 5, Opp Optoelectronics issued the "Announcement on the Issuance of Shares and the Adjustment of Cash Payments to Purchase Assets into Cash Acquisitions" (hereinafter referred to as: Acquisition Announcement). The announcement stated that due to the impact of various aspects, this company The preparation time for the sub-major asset restructuring exceeded the expectations of all parties to the transaction. In order to complete the integration of the target company as soon as possible and promote the completion of the acquisition, it was decided to adjust the transaction plan.
In addition, on June 7, Opp Optoelectronics issued the "Announcement on the Postponement of the Notice of Shareholders Meeting on the Postponement of Major Asset Reorganization". The announcement stated that because the entities and regulatory authorities involved in the reorganization are located in Beijing, Changchun, Jilin, Shanghai and other regions, Since March, the submission of materials, on-site communication and other work in the above-mentioned areas have been affected, and the conditions for convening shareholders' meetings are not met.
In addition, according to the acquisition announcement, the income method was used to determine the evaluation conclusion for this transaction. The evaluation base date and evaluation value were the same as in the reorganization report, and the total transaction price corresponding to 40% of Changguang Aerospace's equity was 312.8 million yuan.
According to the audit report issued by the club, from January to May 2022, Changguang Aerospace achieved a net profit of 17.5742 million yuan, and the net cash flow from operating activities was -15.52 million yuan. In this regard, the exchange required Aopu Optoelectronics to supplementally disclose the reasons for not adjusting the assessment base date and the rationality of the high value-added rate.
From the perspective of payment nodes, within 30 working days from the equity delivery date, Aopu Optoelectronics should pay 45% of the total transaction price, or 140.76 million yuan; 30 days from the date when Changguang Aerospace reaches the promised net profit in 2022 and 2023 Within three working days, Aopu Optoelectronics paid 15% and 10% of the total transaction price, which is 46.92 million yuan and 31.28 million yuan; the date when Changguang Aerospace reaches the promised net profit in 2024 and fulfills all impairment compensation obligations (if any) Within 30 working days, Aopu Optoelectronics will pay the remaining 30% of the total transaction price, which is 93.84 million yuan.
As of the end of March 2022, Opp Optoelectronics’ monetary capital was only 99.571 million yuan, which was far lower than the initial payment of 140.76 million yuan and the total transaction price of 312.8 million yuan. In the previous transaction plan, Opp Optoelectronics acquired The cash for Changguang Aerospace's equity comes from the raised supporting funds. The exchange requires Opp Optoelectronics to analyze the specific impact of cash acquisition on its asset and liability levels, daily production and operation conditions, etc.
