With a subtle layout, four hundred million will get a controlling stake in a listed company? The Changfang Group (300301) uses the facts to say that it can, but there are more mysteries hidden behind the transaction.
On the evening of March 27, the Changfang Group, which had been suspended for a week, disclosed the new actual controller who was about to enter the country. The company announced that the Tang brothers intend to transfer a total of 137 million shares (17.43%) of the shares of the Changfang Group to Nanchang Optics Valley (9.93%) and Xinwang Capital (7.5%) at a price of 5.2 yuan/share.
After the completion of the series of transactions, Nanchang Optical Valley will become the controlling shareholder of the Changfang Group, and Wang Min, the actual controller of Nanchang Optical Valley, will become the actual controller of the listed company.
Although the Changfang Group did not further disclose the identity of Wang Min, the reporter of the Securities Times·e Company was informed that Wang Min is the CEO of Jingneng Optoelectronics, a leading LED company, and Xinwang Capital is behind the well-known investment institution Jinshajiang United Capital. The actual controller of Xinwang Capital is Pan Xiaofeng, the managing partner of Jinshajiang United Capital. The other two limited partners are behind the Nanchang State-owned Assets Supervision and Administration Commission.
400 million yuan into the main
It seems that Nanchang Optics Valley has taken control of a listed company with only 400 million yuan of “cabbage priceâ€.
The announcement shows that the total transfer price of Nanchang Optics Valley was 408 million yuan, and the shareholding ratio was 9.93%; the total price paid by Xinwang Capital was 308 million yuan, which was 59.258 million shares. Shares, accounting for 7.5%.
While obtaining 9.93% of the shares, the Tang brothers agreed to entrust the 11.56% irrevocable voting rights of the total share capital of the listed company to Nanchang Optical Valley. Coupled with the assistance of Nanchang State-owned Assets, Xinwang Capital's transfer of 7.50% of the company's total share capital corresponding to the voting rights and nomination and proposal rights will also be irrevocably and fully delegated to Nanchang Optical Valley.
As a result, after the completion of the transaction, Nanchang Optics Valley obtained a total of 29.99% of the shares of listed companies that can exercise voting rights, becoming the new controlling shareholder of the Changfang Group.
The original controlling shareholder Deng Brothers (Deng Zichang will also hold 15.77% of the shares, Deng Ziquan holds 8.39%) become the company's single first and third largest shareholders, but no longer have control.
In the case of decentralized equity, in order to protect the controlling shareholder status of Nanchang Optics Valley, the Tang brothers also promised to Nanchang Optics Valley that they will waive the holding of the entrusted shares from the date of receipt of all the shares of the underlying shares. Other long-party group voting rights; do not seek or assist third parties to obtain actual control of the long-party group; do not cooperate with any third party (including but not limited to signing a concerted action agreement, etc.) to the controlling shareholder of Nanchang Optical Valley Status forms a threat of any kind. In addition, if necessary, we will take active measures to support the status of the controlling shareholder of Nanchang Optical Valley.
The Changfang Group did not mention the above-mentioned “irrevocable†voting power entrustment and the consideration of “abandoning the voting rights of other sharesâ€. However, some market participants told the Securities Times·e company reporter that, considering the precedent of the “step-by-step†transfer of control rights of several listed companies in A-shares in recent years, there should be other arrangements for the follow-up of the Changfang Group.
For example, in January last year, Changsheng Nippon received 15.49% of the shares of Meida at a price of 19.93 yuan/share, and at the same time obtained the “irrevocable†entrusted voting rights corresponding to 13% of the shares, becoming the controlling shareholder of Meida. Nine months later, Prosperity Co., Ltd. transferred the above 13% of the shares through the transfer of the agreement.
Where is the sacred war?
Earlier on March 20, the Changfang Group announced that the controlling shareholder and actual controller Deng Brothers were planning to introduce partners that met the development strategy of the listed company.
In the latest announcement, Changfang Group disclosed that Nanchang Optics Valley is a leading optoelectronic enterprise with technology in China, with a registered capital of 100 million yuan, Wang Min contributing 80%, and Jiangxi Wenxin Industry contributing 20%. In addition, Nanchang Optical Valley has the original technology of intellectual property silicon substrate LED. This technology has broken the monopoly of the United States and Japan in the field of LED technology and won the first prize of the National Technology Invention Award. Through cooperation with the government, universities and related scientific research institutions, we will promote the transformation of original technological advantages into industrial advantages and expand the scale of LED industry.
The Changfang Group did not disclose the specific operating data of Nanchang Optical Valley, and there is no more public information to follow. However, the flashing of Jingneng Optoelectronics and the figures of Jinsha River and Nanchang State Capital are worth exploring.
In the upstream map of China's LED industry, silicon substrates have been crowned with the industry's attention by breaking the core technology of monopolizing LED chips in the United States and Japan and embarking on a road of LED development with Chinese characteristics. Among them, Wang Min and Jingneng Optoelectronics (Jiangxi) Co., Ltd. (referred to as "Crystal Optoelectronics").
According to industry and commerce data, Wang Min is also the legal representative of Jingneng Optoelectronics. Pan Xiaofeng is a director of Jingneng Optoelectronics (Jiangxi). The company is wholly owned by a company called "Lattice Power Corporation" and cannot trace its further equity progress.
Lattice power is the English name of Crystal Energy. Jingneng Optoelectronics official website said that the company was incorporated in the Cayman Islands. Shajiang Ventures has been leading the investment in Jingneng Optoelectronics since 2006. In 2007, the company attracted a second round of venture capital led by Singapore Temasek for $49.5 million. In 2010, it received a third round of venture capital led by International Finance Corporation (IFC) of $55 million. In 2012, Jingneng Optoelectronics successfully attracted a large amount of capital investment from the central energy-saving enterprise of China.
In 2015, Jingneng Optoelectronics entered the Hong Kong stock market through a share swap to realize the first step of capital operation. At that time, it also stated that “According to the agreement of the two parties, Jingneng Optoelectronics will be listed independently at a market value of US$3 billionâ€.
The best part is that the Hong Kong-listed company, Shunfeng Clean Energy, purchased the shares of Jingneng Optoelectronics in the form of allotment and issue of the Consideration Shares to the Vendors Wang Min, GSR Ventures (Jinshajiang Venture Capital Fund), etc., at a price of HK$5.20 per share. The share price of Wang Min’s acquisition of the Changfang Group is also 5.20 yuan per share. At that time, Shunfeng Clean Energy also entered into a warrants subscription agreement with certain shareholders of Jingneng Optoelectronics Co., Ltd. As of June 30, 2017, the exercise price of Jingneng Optoelectronics E Series Warrants was HK$41.56 per share, equivalent to RMB36.33.
Plus LED industry
Due to its listing on the GEM, the Changfang Group must evade the red line of “backdoor listingâ€. In other words, it is assumed that within five years after the actual controller changes, the size of the assets injected into the new real controller cannot exceed the required targets.
According to data from the Hong Kong Stock Exchange, Shunfeng Clean Energy (01165) completed the acquisition of a 59% stake in Jingneng Optoelectronics in August 2015, with a consideration of US$263 million. In the first half of 2017, the sales volume of LED chips, LED packages and other LED products in the manufacturing business was RMB 143.6 million.
This is in line with the business of the long-term group that has been struggling to transform. The main business of the Changfang Group is the packaging of white LEDs for lighting, mainly engaged in the research and development, design, production and sales of LED lighting source devices and LED lighting products. , is a semiconductor optoelectronic device manufacturing industry in the electronic components industry.
The market has debated the power of crystal energy. Nanchang Media reported in November 2017 that the market share of crystal energy silicon substrate LED in the field of mobile lighting is in the forefront of the world. On the basis of completing the strategic layout of epitaxial material-chip-package-module, it has started to expand. Production plan.
The field of LED packaging is highly competitive. 2017 Senior Group achieved total operating income of 1.75 billion yuan, an increase of 9.22% over the previous year; net profit turned profitable, achieving 36.238 million yuan, and net profit after deduction was 16.6253 million yuan.
The relevant person in charge of the Changfang Group also told the Securities Times·e company reporter that the company’s 615 million cash acquisition of Kang Mingsheng’s (834736) equity is still actively promoted. In the future, if it is approved by the China Securities Regulatory Commission, Kang Mingsheng will also increase its holdings as promised. 3.3 billion shares. The company's main strategy at this stage is still rooted in the main business, focusing on off-grid lighting business. The change of the controlling shareholder is aimed at further planning around the LED industry.
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