Set micro-grid launch micro-channel IC WeChat public number: 'Daily IC', real-time release of major news, every day IC, every day set of micro-network, micro-into a!
1. Hua Can Optoelectronics 187 million acquisition of a 100% stake in the new semiconductor;
Set micro-grid news, December 11 Hua Can Optoelectronics Announcement, the issue of shares to buy assets and raise matching funds, and restart the acquisition of a harmonious core of a number of matters described in the purchase price changed to 187 million yuan. In terms of this acquisition can be described as twists and turns, since the suspension in April last year, the acquisition has been planning more than a year, during which also announced the suspension in early August.This is a very complicated merger design, the subject of the company harmonious photoelectric Department of intermediate bridge, the ultimate listed company's target assets Department of MEMSIC's 100% stake.
The announcement pointed out that Hua Can Optoelectronics intends to issue shares to buy assets to NSL, Harmony core purchase of its holding company 100% stake in Harmony Optoelectronics, at the same time Hua Can Optoelectronics to not more than 5 qualified specific investors to Inquiry method To raise matching funds, issue shares to buy assets of the issue price of shares of 6.95 yuan / share, the company on May 17, 2017 implementation of the 2016 dividend, for every 10 shares to send 0.500000 yuan in cash, the issue of shares to buy the asset price adjustment 6.90 yuan / share. The total amount of raised funds does not exceed 187 million yuan (December 10, 2017, the listed company held a board of directors, the transaction proceeds from not more than 200 million yuan to no more than 187 million yuan.) The success of the matching funds does not affect the implementation of the issue of shares to buy assets of this issue of shares, Harmony core light will get 76.24% of the shares, NSL remaining 23.76%, and promised to subscribe for shares of listed companies, the shares issued from the market Not within 36 months from the date of transfer.
After the completion of this transaction, regardless of the part of raising matching funds, the shareholders holding more than 5% of the shares held by Hua Can are as follows: Shanghai Canning and its concerted actor Tianfu Huaneng together hold 12.08% of the equity of the company; Jingtian I and its Concerted action Jingtian II, KAI LE, NSL together hold a 19.96% stake in the company; Harmony core light holds a 16.86% stake in the company; Zhejiang Huaxun holds a 8.52% stake in the company; Wu Kang and concerted action together 5.27% of the company's shares, Shanghai Tiger platinum holds 5.18% stake in the company.
Asset divestiture and spin-off
In addition, one of the major reasons for the previous stoppage of the acquisition was related party transactions, the announcement said that this transaction does not result in the change of actual controller, does not constitute a backdoor listing.Multi-level platform to set up the acquisition because the MEMSIC is a foreign company, The shareholders of MZ and MZ have some discrepancies in the way they obtain the consideration for the equity interests in MEMSIC. Some hope that the cash will be withdrawn, while some hope eventually to transfer the shares in exchange for Hua Can Optoelectronics.
Before the business restructuring, MEMSIC's business was divided into two segments, namely, the sensor business segment and the system integration business segment, in which the overseas entity MZ is an overseas shareholder holding 100% equity of MEMSIC and the US new business segment includes the sensor business and system integration Business; the main body of the United States and the new semiconductor business sensor business, the new micro-nano business for the system integration business.Since the system integration business is in the investment period, the future direction of strategic development is not a strategic focus of listed companies, so the system integration business is not covered in this Within the acquisition.
As a result, the following asset divestiture activities were carried out: 1) Micronanotech Sensing Systems Co., Ltd. (hereinafter referred to as Micronanar) plans to spin off MEMSIC as a whole and Aceinna will be newly established to undertake MEMSIC's overseas system integration business and assets; Intends to undertake the system integration business and assets of Domestically-owned New Semiconductor (Wuxi) Co., Ltd. (hereinafter referred to as "Mei Sun Semiconductor and Wuxi Mei Xin") 2) After the spin-off, MEMSIC business is only a sensor business 3) Co., Ltd. Aceinna has issued the Letter of Commitment on Avoiding Peer Competition, Decreasing and Standardizing Connected Transactions 4) The book value of 100% equity of Micronan Microelectronics is RMB50 million with an evaluation value of RMB0, In accordance with the price of 1 yuan for the transfer of 5) the United States intends to semiconductor 11 domestic patents to be transferred to the United States and new micro-nano 6) after the spin-off, the new micro-nano MEMSIC components to purchase components 7) after stripping, MEMSIC and system integration The rights subject of intangibles such as business related patents will be changed to Aceinna, which involves 4 trademarks. 8) Within one year after the spinoff, Aceinna reserves the right to non-exclusive use of MEMSIC's trademarks on its products.
Patent transfer
According to the "Memorandum of Memorandum of Understanding" signed by MEMSIC, Micron, Aceinna, and Micronesia, Micron will transfer the following 11 domestic patents to Micron, Inc. These patents are not used by Micron Value, can not produce economic or technical contribution.At the same time, because most of the patent is generated in the process of research and development of other products, with strong pertinence, in the face of a single market, the current market is not on the patent The demand for the right, foreign transfer less likely.
Upon completion of the transaction, Harmony Optoelectronics will become a wholly-owned subsidiary of the listed company under the Equity Transfer Agreement signed by MZ, IDG USD Fund, PTL and Harmony Optoelectronics TFL During the performance commitment period, the board of directors of Micron , The board of supervisors and senior management comprise: MEMSIC, the new board of directors of Mei Sun Semiconductor is composed of three persons respectively, among which China Can Optoelectronics has the right to appoint two directors, the MEMSIC management team has the right to appoint one director from MEMSIC, Micron's board of directors elected Zhang Lei is the CEO of MEMSIC and general manager of Mei Sun Semiconductor, a member of Micron's new semiconductor supervisory board, appointed by Hua Can Optoelectronics.After the performance commitment period expires, MEMSIC, Micron's board of directors, board of supervisors, senior The management staff is decided by Hua Can Optoelectronics Board of Directors and produced in accordance with the procedures as stipulated in the Articles of Association of MEMSIC and the new Semiconductor Company valid at that time and in principle, remained stable.
Prospects
In the first three quarters, the net profit of the parent company that deducted non-vested listed companies was 2.2%; the net profit attributable to the parent company of listed companies was 370 million yuan, up 164% Billion, an increase of 1243%.
The announcement said that the purchase of assets through the issuance of shares to buy Harmony core light, NSL held a harmonious photoelectric equity in order to achieve the acquisition of the target company MEMSIC purpose is conducive to Hua Can photoelectric grasp the historical opportunity of China's IC industry development business system, MEMS sensor business to achieve the layout in the field of consumer electronics market, industrial applications, to enhance the ability of Hua Canguang anti-risk and improve profitability MEMSIC is one of the few companies in mainland China that can achieve mass production of MEMS using standard CMOS technology .
After this transaction, Hua Can Optoelectronic will be able to quickly enter the field of MEMS sensors with great prospects.In the field of MEMS sensors, as a subdivision industry in the semiconductor industry chain, the field of MEMS sensors in aviation, aerospace, automotive, biomedical, environmental monitoring, military and people Consumer electronics commonly used in daily life have a very broad application prospects, with the advent of the intelligent era, the rapid development of consumer electronics, medical electronics, the Internet of Things is expected to lead MEMS sensors into a new round of rapid growth. MEMSIC sales revenue in the next few years are as follows:
At present, MEMSIC's main products are accelerometers and sensors, and its major customers include customers such as Autoliv, Beigao, Fu Wei Group, etc. The main outsourcing companies include Changjiang Power Technology Co., Ltd., Changjiang Power Advanced, Suzhou Jing Fang and Hongmao Microelectronics Co., Ltd., / Long electric advanced, Suzhou Crystal square as the subject of the top five suppliers, long electric technology and long electric advanced under the same control of the company.
2. Open up the flip chip overseas market Hua Can Optoelectronics intends to set up 5.3 million Hong Kong joint venture company;
On December 11, HC Semitek Limited, a wholly-owned subsidiary of the Company, intended to enter into a "joint venture agreement" (hereinafter referred to as "this agreement") with Semiconlight Company Ltd. and Max Aplha Technology Limited for commonality Investing in a joint venture company registered in the Hong Kong Special Administrative Region (hereinafter referred to as 'New Company') with a share capital of US $ 2.15 million (equivalent to approximately RMB14.23 million), of which HC Semitek Limited, a wholly-owned subsidiary of the Company, US dollar (equivalent to about 5.3 million yuan), accounting for 37.21% of the total share capital.
According to the disclosure, the newly established company will mainly sell LED epitaxial wafers and LED chips of flip chip products (subject to registration and approval), and the proposed foreign investment has been reviewed and approved by Hua Can Optoelectronic.
According to the statistics, Semiconlight Company Ltd., a joint venture partner of the newly established company, is principally engaged in the manufacturing of LED epitaxial wafers and LED chips and was incorporated in Korea in 2007. The joint venture party Max Aplha Technology Limited is registered in the British Virgin Islands, where its business is investment, HC Semitek Limited, a wholly-owned subsidiary of Huacan, currently signs a "joint venture agreement" to set up a new company in Hong Kong.
According to the joint venture agreement, the share capital of the newly established company was US $ 2.15 million, of which Semiconlight company Limited invested US $ 1.1 million, accounting for 51.16% of the newly established company; HC Semitek Limited invested US $ 800,000, accounting for 37.21% of the newly established company, Max Aplha Technology Limited invested 250,000 US dollars, accounting for 11.63% stake in the new company.
Hua Can Optoelectronics said that this foreign investment is to further expand the company used for flip chip products and LED chip LED epitaxial overseas sales market and improve the company's international market share.The new company's source of funds for the company self-financing, If the smooth implementation of this investment, the company will have a positive impact on future business performance.
3. Ming Yang Circuit IPO prospectus disclosed plans to raise funds 758 million yuan
Set micro-grid news, the SFC recently revealed in advance the official website of Shenzhen Ming Yang Technology Co., Ltd. (hereinafter referred to as 'Ming Yang Circuit') IPO prospectus, the company intends to open in the Shenzhen Stock Exchange GEM does not exceed 3080 shares It is reported that Ming Yang IPO planned underwriter for China Merchants Securities.
The data show that the main business of Ming Yang Circuit PCB R & D, production and sales, with full-process PCB production capacity, products mainly to small batch PCB, product types cover HDI board, multilayer, thick copper, metal substrate, high frequency Board, around the board, etc., you can meet one-stop customer a variety of small quantities of more variety needs, used in industrial control, medical electronics, automotive electronics and LED lighting and other fields.
Ming Yang circuit products in the delivery speed, product quality and stability, technical level and service, and other aspects of customer recognition, has been with Flextronics (Flex), Jabil, Ai Jiapu (ICAPE), Enix ( ENICS), Würth and Daktronics, among which the business with Flex accounted for 15.34% of the total revenue in 2016. According to the 2016 rankings of domestic PCB manufacturers in CPCA silicon, Mingyang Circuit ranks the top in domestic PCB industry 54th place.
In terms of performance, Mingyang Circuit realized revenue of 563 million yuan, 633 million yuan and 816 million yuan respectively, with net profits of 45.168 million yuan, 59.5696 million yuan and 123.1342 million yuan respectively from 2014 to 2016. From the perspective of gross profit margin, Mingyang Electric Circuit Co., Ltd. was 29.58%, 28.55% and 34.57% respectively from 2014 to 2016. The average of companies in the same industry was 26.79%, 25.86% and 27.19% respectively.
Prospectus disclosure, Mingyang Circuit this IPO plans to raise funds 758000000 yuan, of which 619000000 yuan for Jiujiang printed circuit board production base expansion project, accounting for more than 80% of the total fund-raising; 90 million yuan to add liquidity Project, the remaining 48,806,600 yuan for Jiujiang Ming Yang R & D center project.
The fund-raising project will be completed after the construction of 600,000 square meters of PCB annual production capacity, accounting for 93.79% of the company's production capacity in 2016, after the completion of production reached an average annual sales revenue 107,819 million. Ming Yang said the circuit, if the project is completed Significant adverse market conditions or changes in the market or companies do not develop the relevant market is not enough, or the development of competitors that the company at a disadvantage, will lead to raise funds for new investment projects can not be digested in a timely manner, the project may return on investment and the company expected earnings Negative Effects.
Prior to this issuance, Zhang Peike, the actual controller of Mingyang Circuit, indirectly held 81.8592% of the equity of the Company through Runxi Investment, Shenzhen Shengjian and Shenzhen Jiuxi and indirectly controlled 87.8280% shares of the Company and was in absolute control .
Mingyang Circuit said that in the future, it will stick to the enterprise orientation of "multi-varieties, small-batch and high-tech". The Company will continue to strengthen basic R & D and product research and development in the next three years, enhance product technology competitiveness and increase the proportion of sales of mid- and high- Strengthen the international market expansion, improve the company's international market share; increase investment in advanced equipment and production lines to enhance product production capacity, efficiency and automation.