21st Century Business Herald reporter Yang Ping Intern Jiang Zhongwen, Wang Ruyan
. A weekly hot topic review of mergers and acquisitions and restructuring
[Restructuring Plan]
Xinjinlu plans to acquire a total of no less than 45.28% of the shares of Tianbing Electronics. On September 5, Xinjin Road (000510.SZ) announced that the company plans to issue shares and pay cash to purchase assets and raise supporting funds. This transaction constitutes a major asset restructuring. On September 2, 2022, Xinjin Road signed the "Share Acquisition Framework Agreement" with Cai Yu, Jiang Chuan, Zhang Dongxiang, Hu Shiwei and Wuhu Tianying Chip Technology Service Center (Limited Partnership), and acquired the total shares of Anhui Tianbing Electronic Technology Co., Ltd. (hereinafter referred to as "Tianbing Electronics") by paying cash and issuing shares to purchase assets. At the same time, after the suspension, the company will actively communicate with other shareholders to strive to obtain 100% equity of the target company . Xinjinlu is an chlor-alkali chemical enterprise, mainly engaged in the production and sales of PVC resin and caustic soda.
Yunding Technology plans to acquire no less than 51% of the equity of Tianjin Detong Electric . On September 6, Yunding Technology (000409.SZ) announced that the company plans to acquire no less than 51% of the equity of Tianjin Detong Electric Co., Ltd. (referred to as "Tianjin Detong Electric") by paying cash. After the completion of this transaction, the target company will become the company's holding subsidiary. This transaction is expected to constitute a major asset restructuring and is still in the planning stage. The parties to the transaction have not signed any agreements, and the specific transaction plan still needs further demonstration and communication and negotiation. Yunding Technology focuses on information technology services and industrial intelligent applications. This acquisition is to realize the company's strategic layout, improve the company's overall asset quality and core competitiveness, and create new profit growth points.
JD Zhuofeng full offer to acquire Debang shares delivered. On September 7, Debang Co., Ltd. (603056.SH) announced that as of August 31, the tender offer between JD Zhuofeng and Debang Co., Ltd. had expired, and there were 480 accounts, totaling 55.7761 million shares accepted the offer issued by JD Zhuofeng. JD Zhuofeng has fulfilled its relevant obligations in accordance with the relevant regulations of Shanghai Stock Exchange and Zhongdeng Company Shanghai Branch. As of September 6, the liquidation and transfer procedures for this tender offer have been completed. JD.com Zhuofeng has controlled a total of 739 million shares of the company, accounting for 71.93% of the company's total share capital. Debang Co., Ltd. is a comprehensive logistics supplier.
Founder Securities intends to transfer 49% of the equity of Credit Suisse Securities. On September 8, Founder Securities (601901.SH) announced that in order to revitalize the company's assets, reasonably allocate resources, and improve the efficiency of capital use, the company plans to transfer 49% of Credit Suisse Securities' equity to Credit Suisse Bank Co., Ltd. (hereinafter referred to as "Creditsse"), with a transfer consideration of 1.14 billion yuan. After the completion of this equity transfer, Credit Suisse will hold 100% of Credit Suisse Securities' equity, and the company will no longer hold shares in Credit Suisse Securities. According to the company's preliminary calculations, if the delivery date is before December 31, 2022, this equity transfer will increase the company's net profit for the year by approximately RMB 290 million. Founder Securities is the first batch of comprehensive securities companies in China, and Credit Suisse Securities is a securities company jointly invested and established by Founder Securities and Credit Suisse.
BishuiyuanTender Acquisition results need to be further confirmed. On September 9, Bishuiyuan (300070.SZ) announced that the company disclosed the "Baishuiyuan Technology Co., Ltd.'s Offer Report" delivered by China Urban and Rural Holding Group Co., Ltd. (hereinafter referred to as "China Urban and Rural") on August 10, 2022. China Urban and Rural Development issued a partial offer to all shareholders of the company except the acquirer and its joint actor China Communications Construction Fund Management (Beijing) Co., Ltd. The term of this offer has expired as of September 9, 2022. In view of the need for further confirmation of the results of this tender offer, according to relevant regulations, after the company applies to Shenzhen Stock Exchange , the company's stock will be suspended from the opening of the market on the morning of September 13, 2022, and will resume trading of from the opening of the tender offer result announcement on the day of the opening of the tender offer result. Bishuiyuan specializes in the field of environmental protection, and its main business is membrane material research and development, membrane equipment production, and membrane technology application.
Juguang Technology plans to acquire 100% of the equity of South Korea's COWIN DST CO., LTD. for 350 million yuan. On September 9, Juguang Technology (688167.SH) announced that the company plans to sign a "Share Purchase Agreement" with shareholders of COWIN DST CO., LTD. (hereinafter referred to as the "target company"). The company plans to acquire 100% of the target company's equity by paying cash. The payment consideration of is 349,736,500 yuan. The target company is a joint-stock company officially organized and effectively survived in accordance with Korean laws. It is a world-leading provider of display panel repair equipment, optical mask (mask version) repair equipment and pan-semiconductor optical detection equipment. Through this acquisition, the company plans to acquire system integration capabilities, process development capabilities in the field of pan-semiconductor processes, as well as understanding of the advanced pan-semiconductor equipment market and accumulation of high-quality customer resources.
[Foreign Investment]
Yum Intelligent intends to establish a joint venture with Yuanyao Media. On September 5, Yum Intelligent (301083.SZ) announced that the company signed an investment cooperation agreement with Guangxi Yuanyao Media Co., Ltd. (referred to as "Yuanyao Media"), Guangxi Dongdong Media Co., Ltd. (referred to as "Dongdong Media") and its shareholders. The company plans to jointly invest with Yuanyao Media to establish a joint venture, and through its subsidiary company, it will acquire the advertising doors, advertising gates, business and other related resources held by Yuanyao Media and Dongdong Media, with a total price of 4.9 million yuan. Yum Intelligent is mainly engaged in the research, development, production and sales of various entrance and exit control and equipment management. This time, the foreign investment company will make full use of the advantages of advertising gate products to enter the advertising industry.
JAC Motors plans to establish a joint venture. On September 6, JAC Motors (600418.SH) announced that the company signed a joint venture framework agreement with Fudi Battery Co., Ltd., Zhejiang Storage Energy Group Co., Ltd., and Anhui Ankai Automobile Co., Ltd., and the four parties plan to jointly invest in and establish a joint venture company, and the joint venture company will build a new energy power battery production factory and carry out new energy power battery production projects. The registered capital of the joint venture is RMB 1 billion, of which JAC Motors plans to invest RMB 200 million in cash, accounting for 20% of the registered capital of the joint venture. JAC Motors is a comprehensive automobile enterprise group. The proposed joint venture company has a production scope including but not limited to two cathode material systems, layered transition metal oxides, and blade battery based on the above materials.
[Control rights change]
The actual controller of Daqian Ecology will be changed to Jin Yaoying. On September 7, Daqian Ecology (603955.SH) announced that the controlling shareholder Daqian Investment and Shenzhen Suyuan Technology Development Co., Ltd. (referred to as "Suyuan Technology") signed a "Share Transfer Agreement". Daqian Investment intends to transfer 's 26,850,587 shares of Daqian Ecology held by it to Suyuan Technology Agreement (accounting for 19.78% of the total number of issued shares of Daqian Ecology), with a transfer price of 23.21 yuan per share, and a total transfer price of 623,200,000 yuan. If the transaction is successfully completed, the company's controlling shareholder will be changed from Daqian Investment to Suyuan Technology, and the actual controller will be changed from Luan Jianhong and Fan Hedi to Jin Yaoying. Daqian Ecological's main business is ecological landscape planning, design, construction, operation, seedling cultivation, etc.
The actual controller of Ningbo Jingda will be changed to Ningbo State-owned Assets Supervision and Administration Commission. Ningbo Jingda (603088.SH) announced that the company's actual controllers Zheng Liangcai and Zheng Gong signed an equity transfer agreement with Ningbo Tongshang Group Co., Ltd. on September 8, 2022, transferring a total of 100% of the equity of the company's controlling shareholder Ningbo Chengshaping Holdings Co., Ltd. (hereinafter referred to as "Chishaping Holdings"). Chengshaping Holdings holds 29.44% of the company's total share capital, and the total amount of the equity transfer price is 1.085 billion yuan. If this transaction is finally implemented, it will lead to a change in the company's control rights. Ningbo State-owned Assets Supervision and Administration Commission will become the actual controller of the company, and the Formation Holdings will remain the company's controlling shareholder. Ningbo Jingda's main business is the research, development, production and sales of air-conditioning heat exchanger production equipment, micro-channel heat exchanger equipment, high-speed precision punching machines and other equipment.
New Ri Hengli control may change. On September 9, Xinri Hengli (600165.SH) announced that the company received a notice from its controlling shareholder Shanghai Zhongneng Enterprise Development (Group) Co., Ltd., that it signed a "Share Transfer Intent Agreement" with Jintou New Materials.The controlling shareholder intends to transfer the target shares to Jintou New Materials through an agreement transfer, and Jintou New Materials intends to acquire the target shares. The specific terms such as consideration, payment method, delivery arrangement, etc. of this share transfer need to be further negotiated by both parties. If this share transfer is successfully completed, Jintou New Materials will obtain control of the company and the actual controller of the company will also be changed to Shouguang Municipal Finance Bureau. Xinri Hengli's current main business is the production and sales of activated carbon products, the preparation and storage of stem cells and , and the trade of stem cells and . Jintou New Materials is a wholly-owned subsidiary of Shouguang Jintou Agricultural Science and Technology Development Group Co., Ltd. (hereinafter referred to as "Jintou Agricultural Science") and is an important state-owned enterprise within the jurisdiction under the actual control of Shouguang Municipal Finance Bureau.
2. Review dynamics
Last week (September 5 to September 11), the overall review of A shares merger and reorganization is as follows:
- companies updated inquiry status
has been feedbacked by companies:
Huichuangda (300909.SZ) plans to purchase 100% of the equity of Dongguan Xinweixing Electronics Co., Ltd. (referred to as "Xinweixing") by issuing shares and paying cash. The price is RMB 400 million. Huichuangda produces high-tech products such as film switch , light guide film , backlight module , etc. Xinweixing, which plans to acquire, is a national high-tech enterprise focusing on the research and development, production and sales of precision connectors and precision hardware. It is committed to the design and manufacturing of connectors and precision hardware in consumer electronics and new energy vehicle and other industries.
3. This week's meeting, corporate
Haoyuan Pharmaceutical Asset Restructuring will be held on September 15. The Shanghai Stock Exchange Science and Technology Innovation Board Mergers and Acquisition Committee is scheduled to hold the second M&A Committee review meeting in 2022 on September 15, 2022 to review the issuance of shares by Haoyuan Pharmaceuticals (688131.SH). Haoyuan Pharmaceutical intends to issue shares and pay cash to purchase 100.00% of the equity of Pharmaceutical Chemicals (Shanghai) Co., Ltd. (referred to as "Pharmaceutical Drugs") held by WANG YUAN (Wang Yuan), Shanghai Yuanmeng, Shanghai Yuanli, and Ningbo Jiusheng, with a transaction price of 410 million yuan. Haoyuan Pharmaceutical focuses on the research and development of molecular blocks and tool compounds in the field of small molecule drug discovery, as well as the process development and production technology improvement of small molecule drug raw materials and intermediate . Pharmaceuticals is a high-tech enterprise that provides pharmaceutical research and development, registration and production of raw materials and preparations to new drug developers.
Xiangyuan Culture asset restructuring matters will be held on September 15. China Securities Regulatory Commission Listed Companies Mergers and Acquisition Review Committee is scheduled to hold the 14th Mergers and Acquisition Committee Working Meeting in 2022 on September 15, 2022 to review Xiangyuan Culture (600576.SH)’s issuance of shares to purchase assets and raise supporting funds and related transactions. This transaction consists of two parts: issuing shares to purchase assets and raising matching funds. The listed company plans to purchase 100% of Bailong Green, 100% of Fenghuang Xiangsheng, 100% of Huanglongdong Tourism, 80% of Qiyunshan Co., Ltd. and 100% of Xiaodao Technology held by Xiangyuan Lukai by issuing shares; and plans to issue shares privately to no more than 35 specific investors through inquiry to raise no more than 300 million yuan in supporting funds. After consensus between the two parties to the transaction, it was confirmed that the transaction price of the issuance of shares to purchase assets was RMB 1631.8156 million. Xiangyuan Culture takes animation and animation film and television business as its core business.
Hualian Comprehensive Super Asset Restructuring Matters will be held on September 15. The Review Committee of the Listed Companies Mergers and Acquisitions of China Securities Regulatory Commission is scheduled to hold the 14th Mergers and Acquisitions Committee Working Meeting in 2022 on September 15, 2022 to review Hualian General Supermarket (600361.SH) issue shares to purchase assets and raise supporting funds and related transactions. The listed company plans to purchase 100% of the equity of Innovation Metals held by Innovation Group, Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei and Innovation Metals financial investors by issuing shares to purchase assets. The transaction price is RMB 11482 million. Hualian General Supermarket mainly sells large comprehensive chain supermarkets and fresh food supermarkets.
Letong shares asset restructuring matters will be held on September 16.The Review Committee of the Listed Companies Mergers and Acquisitions of the China Securities Regulatory Commission is scheduled to hold the 15th Mergers and Acquisitions Committee Working Meeting in 2022 on September 16, 2022 to review the issuance of shares by Letong Co., Ltd. (002319.SZ) to purchase assets and raise supporting funds and related transactions. The listed company plans to purchase 100% of the equity of Zhejiang Qichen held by seven natural persons including Dasheng Assets and Guo Hu by issuing shares and paying cash; and purchase 45% of the equity of Nuclear Sanli held by 27 natural persons including Nanhua Assets and Ge Yuhua. After the completion of this transaction, the listed company will hold a total of 100% of the equity of Nusa Li through direct and indirect holdings. The transaction price of the issuance of shares and the payment of cash to purchase 100.00% of Zhejiang Qichen's equity is RMB 253 million,000, and the transaction price of the purchase of 45.00% of Nuo Sanli's equity is RMB 229.75 million. Letong Co., Ltd. is a leading enterprise in the domestic packaging printing ink industry, and its products are mainly used in the printing of beverage, food and cigarette packaging.
Xiyi Co., Ltd. asset restructuring matters will be held on September 16. The Review Committee of the Listed Companies Mergers and Acquisitions of China Securities Regulatory Commission is scheduled to hold the 15th Mergers and Acquisitions Committee of 2022 at 9:00 am on September 16, 2022 to review Xiyi Co., Ltd. (002265.SZ) issue shares to purchase assets and raise supporting funds and related transactions. The listed company plans to purchase 100% of the equity of Construction Industry held by it by issuing shares to the Ordnance Equipment Group and paying cash. The transaction price is 4964.7167 million yuan. Xiyi Co., Ltd.’s main business is other industrial products and automotive parts, among which the automotive engine connecting rod business has entered the joint venture brand market.
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