2024.10.15
RIGOL Technologies Co., Ltd. (“RIGOL” or the “Listed Company”, stock code: 688337) recently announced the completion of its share issuance for the purchase of assets and the supporting fundraising (the “Transaction” or the “Project”).
The target asset of the Transaction was 67.7419% equity interest in Beijing Naishu Electronics Co., Ltd (the “Target Company”). The Transaction consisted of two parts, namely the issuance of shares for the purchase of assets and the supporting fundraising. The Listed Company issued shares to the other shareholders of the Target Company to purchase 67.7419% equity interest held by them in the Target Company and issued shares to no more than 35 preselected investors by way of a solicitation of bids to raise supporting funds. The consideration of the Transaction was RMB 252,000,000. The Listed Company issued 7,098,837 shares to the counterparty and 2,166,377 shares to the preselected investors, raising supporting funds of RMB 49,999,981.16.
This was the first registered M&A and restructuring of a listed company after the promulgation of the Eight Measures to Further the Reform of the STAR Market and Serve Scientific and Technological Innovation and the Development of New-quality Productivity (i.e., the “STAR Market Eight Measures”), as well as the first registered M&A and restructuring of a STAR market-listed company in 2024.
RIGOL was founded in April 2009 and listed on the STAR market of the Shanghai Stock Exchange on April 8, 2022. It is a global manufacturer of electronic measurement instruments and develops cutting-edge technologies in general-purpose electronic measurement. With a mission statement of “enabling technology exploration, empowering possibilities and more”, the company brings together exceptional talent with innovative potential and visionary insights to provide test and measurement products and solutions for a smart world. The Target Company provides customized digital array equipment and system solutions in areas such as remote sensing detection, quantum information, radio astronomy and microwave communication. The Transaction aimed to expand the presence of the Listed Company in the industrial chain. It was a positive step in implementing the STAR Market Eight Measures which state that “STAR market-listed companies should be supported to conduct M&As with upstream and downstream companies to enhance supply chain coordination.”
Since 2022, JunHe has been RIGOL’s regular company counsel and has advised on many of the company’s projects including its micro quick financing in 2023 and the Transaction. In this Project, JunHe worked closely with RIGOL, the Target Company and the other intermediaries and completed the demonstration of the acquisition plan, the legal due diligence, the issuance of legal opinions, the preparation of filing documents, the response to inquiries and the witnessing of the bookbuilding within a limited timeframe. We also helped RIGOL to pass the review by the Shanghai Stock Exchange and complete the registration with the China Securities Regulatory Commission (CSRC) in two months after its application was accepted. With its consistent delivery of efficient and rigorous legal services and detail-oriented and professional expertise, JunHe’s team was unanimously recognized and highly trusted by the Listed Company and the other parties.
The JunHe team was led by partners JI, Guangming and FENG, Cheng, with support from partner LI, Ruochen for the internal control.
