On the evening of July 31, Huacan Optoelectronics announced that the company decided to apply to the China Securities Regulatory Commission for the suspension of the issuance of shares to purchase the equity of Harmony Corelight (Yiwu) Optoelectronics Technology Co., Ltd. (hereinafter referred to as “Standard Company†and “Harmony Optoelectronicsâ€). Review.
Huacan Optoelectronics intends to purchase 100% equity of Harmony Optoelectronics held by New Sure Limited and Yiwu Harmony Corelight Equity Investment Partnership (Limited Partnership) by issuing shares to purchase assets, and Huacan Optoelectronics intends to meet no more than 5 The specific investors raised the matching funds by way of inquiry, and the issued shares of the assets purchased for the issuance of shares were 6.95 yuan/share. The company implemented the 2016 dividend on May 17, 2017, and distributed 0.5 million yuan of cash for every 10 shares. The purchase price of the asset was adjusted to RMB 6.90 per share. The total amount of funds raised does not exceed 200 million yuan. The success of the fund raising of the matching funds does not affect the implementation of the assets purchased by the issuing shares.
Based on December 31, 2016, the estimated value of the underlying assets was 1.719 billion yuan. The target company Harmony Optoelectronics itself has no actual business operations. The main assets are 100 of the target companies MEMSIC, Inc. held by its Hong Kong subsidiary. % equity. Referring to the evaluation value of the 100% equity of the above-mentioned target company, the transaction amount of this transaction is 1.65 billion yuan.
On July 3, 2017, the company received the “Notice of Acceptance of Administrative Licensing Application of China Securities Regulatory Commission†(No. 171031) issued by China Securities Regulatory Commission (hereinafter referred to as “China Securities Regulatory Commissionâ€) on June 30, 2017.
The China Securities Regulatory Commission reviewed the administrative license application materials submitted by the company for the approval of the issuance of shares by listed companies of Huacan Optoelectronics Co., Ltd., and considered that the application materials were complete and in compliance with the statutory form, and decided to accept the application for the administrative license.
During the planning and promotion of this stock purchase of assets, the company actively promoted the work of issuing shares to purchase assets in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. The company carried out due diligence, auditing, and evaluation work on the target company; the company held a board meeting and a general meeting of shareholders to review and approve the relevant proposals of the transaction; the relevant matters involved in the transaction were reviewed by the US Foreign Investment Committee (CFIUS).
Up to now, the validity period of some financial data in the application documents for the issuance of shares has expired, and the company and the target company need to conduct supplementary audit. At present, the company, the target company and the audit institution are taking the time to carry out relevant audit work.
In order to effectively protect the interests of all shareholders and better protect the interests of small and medium shareholders, the company held the third meeting of the third board of directors on July 29, 2017, and reviewed and approved the “Proposal on Suspension of Major Assets Restructuringâ€. After careful study, and in consultation with the parties to the transaction, it was decided to suspend the review of the company's assets for the issuance of shares, and submit an application for suspension of the review to the China Securities Regulatory Commission. When the conditions are ripe, choose to start.
The suspension of the issuance of shares in the purchase of assets will not have a material adverse impact on the company's production and operation activities. Although the company is currently applying for suspension of the review of the assets purchased for the issuance of shares, the company will continue to promote the relevant work of this transaction. After the relevant matters are implemented, the company will promptly apply to resume the review of the application for this administrative license.
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