2021.11.19
Cetc Acoustic-Optic-Electronic Technology Inc. (formerly "Cetc Energy Co., Ltd.", hereinafter referred to as "Acoustic-Optic-Electronic" or "the listed company") completed the transfer of its state-owned shares without compensation or significant asset replacement, and purchased assets by cash, by issuing shares and raising matching funds. On April 30th, 2021, this transaction was completed, and the subsequent transaction of issuing shares to purchase assets was recently completed.
Acoustic-Optic-Electronic launched a major asset restructuring in November 2020. The overall trading plan included three parts:
(1) Free transfer of state-owned shares. Before this transaction, the controlling shareholder of the listed company，Cetc Energy Co., Ltd. transferred all its 262,010,707 shares (accounting for 31.87% of the total share capital of the listed company before this transaction) to the current controlling shareholder of the listed company，China Electronics Technology Group Corporation Chongqing Acoustic-Optic-Electronic CO., LT.
(2) Major asset replacement and cash payment to purchase assets. The listed company replaced the equity of the company and made up the difference in cash.
(3) Issuance of shares to purchase assets and non-public offering of shares to raise matching funds. The listed company purchased all remaining minority shares to be placed in the company in the major asset replacement stage by issuing shares, and at the same time raised matching funds by a non-public offering of shares.
After the free transfer of the state-owned shares was completed, the controlling shareholder of the listed company was changed to China Electronics Technology Group Corporation Chongqing Acoustic-Optic-Electronic CO., LT. After the major asset replacement and cash payment to purchase assets was completed, the subject company of this reorganization became the holding subsidiary of the listed company. The main business of the listed companies has changed to the research, development, design and manufacturing of silicon-based analog semiconductor chips and their application products. The share purchase of the assets was based on a previous asset replacement transaction, and further acquired the minority equity of the target company. After the issuance of shares to purchase assets, the target company became a wholly owned subsidiary of the listed company, which strengthens the management and control of the listed company and realizes the deep interest binding the listed company and the core employees of the target company.
JunHe, as the lawyer of the independent financial consultant of this major asset reorganization, participated in the whole project and provided professional and comprehensive legal services.
The lead partner of this project was lawyer ZHAO, Jun and the undertaking partner was lawyer YE, Junli.
