Issue shares and pay cash to buy assets
According to the disclosure, the evaluation of the 100% equity of Shanghai Si Liwei as of the evaluation base date (ie December 31, 2017) was 173,906,900 yuan. After the listed company negotiated with the issue of shares and paid cash to purchase the assets, the reference was made. The above evaluation values, the parties have agreed to determine the transaction price of the underlying assets of this transaction is 1,700,000 yuan. The share-based payment consideration is 144.5 million yuan, and the cash payment consideration is 25.5 billion yuan.
The issuance price of the shares issued and the cash paid for the purchase of assets is 89.95 yuan / share, not less than 90% of the average price of the stock trading 120 days before the company's pricing benchmark. The issue of shares and the payment of cash to purchase assets are expected to be 16.064,476 shares are required to be issued. The final number of shares is subject to the number of shares approved by the China Securities Regulatory Commission.
On May 22, 2018, Zhaoyi Innovation completed the profit distribution for 2017: Based on the total share capital of the 2017 dividend distribution date, the company distributed a cash dividend of 3.93 yuan (including tax) to every 10 shares of all shareholders. The total cash dividend was RMB 79,653,135.46, accounting for 20.04% of the company's 2017 consolidated statement, which was attributable to the net profit of the listed company's shareholders. At the same time, the capital reserve was transferred to the share capital to transfer 4 shares to every shareholder.
According to the profit distribution of Zhaoyi Innovation in 2017, the issue price of the shares purchased by the company was adjusted from 89.95 yuan/share to 63.97 yuan/share. At the same time, the number of shares issued to the counterparty of this transaction was adjusted from the original 16,064,476 shares to 22,588,706. share.
Issuing shares to raise matching funds
In order to alleviate the pressure on the payment of the consideration of the cash transaction of the listed company, to ensure the smooth implementation of the transaction, and to improve the performance of the reorganization, and to enhance the sustainable profitability of the listed company after the completion of the restructuring, the company intends to adopt the inquiry method to no more than 10 eligible conditions. The specific investors raised a total of no more than 107 million yuan of matching funds. The number of shares finally issued by the matching fund will not exceed 20% of the total share capital of the listed company before the issuance.
The matching funds raised in this transaction will be used to pay the cash consideration for this transaction, 14nm process embedded heterogeneous AI inference signal processor chip development project, 30MHz active ultrasonic CMEMS process and transducer sensor research and development project, intelligent human-computer interaction R&D center construction project and payment of intermediary fees related to this transaction. The specific use of fundraising funds is as follows:
Performance commitment plan
After negotiation and confirmation by both parties, the counterparty is the performance pledge party and promises that the target company's net profit attributable to the parent company after 2018, 2019 and 2020 audited deducted non-recurring gains and losses shall not be less than 321 million yuan.
After consultation and confirmation by both parties, Lianyi Hong Kong promised that the target company will achieve/achieve the following indicators when the performance commitment period expires:
1 During the performance commitment period, three new top ten mobile terminal customers were added, or the top three positions in the Chinese market in the field of fingerprint identification chips during the performance commitment period, ranking the industry reports issued by third-party organizations recognized by listed companies or The research report shall prevail, the above-mentioned 'additional' shall be subject to the actual use of the target company's products by the customer; 2 through the preliminary examination procedures (domestic or international scope) of the invention patents related to the main business, and the publicity of the patent administration/administration department Or confirm the notice shall prevail; 3 Complete the research and development of MEMS ultrasonic sensor technology and engineering samples, subject to the appraisal report issued by the third-party testing organization approved by the listed company.
Zhaoyi Innovation said that Zhaoyi Innovation and Si Liwei are mainly engaged in R&D, technical support and sales of integrated circuit chips and their derivatives. This transaction belongs to the integrated acquisition of high-quality enterprises in the same industry. After the transaction is completed, it can form a good Scale effect. In terms of major products, before the transaction, the main products of listed companies were mainly non-volatile memory chips such as NOR FLASH and microcontroller MCU chips. The target company is the leading intelligent human-computer interaction solution for the domestic market. The company's products are based on a new generation of intelligent mobile terminal sensor SoC chips such as touch chips and fingerprint chips. This transaction helps listed companies to enrich their product line, expand customer and supplier channels, and form a complete system solution as a whole. .
After the transaction, Shanghai Siliwei will become a wholly-owned subsidiary of the listed company. The intelligent mobile terminal sensor SoC chip business under Shanghai Siliwei will be injected into the listed company as a whole.