Wanye Enterprise announced that the company intends to purchase a share of the company for a price of 475.3 million yuan to acquire a 49% stake in Kai Shi Tong, which is held by Suzhou Zhuoyu. At the same time, the company's board of directors has reviewed and approved the cash. At a price of 494.7 million yuan, it acquired another 51% stake in Kai Shitong. After the transaction is completed, the listed company will hold 100% equity of Kai Shi Tong. The company's stock will continue to be suspended.
Kai Shitong made a performance commitment to this company. The company's 2018, 2019, and 2020 commitments after deducting non-recurring gains and losses are attributable to the parent company's net profit of not less than 55 million yuan, 80 million yuan and 115 million yuan respectively.
According to the information, Kai Shitong was established in April 2009. Its main business is the development, production, sales, application and service of ion implanters and related equipment. It focuses on the development of solar ion implanters, integrated circuit ion implanters and AMOLED ion implants. Three major types of equipment; Wanye Enterprise is the main business for real estate development and sales, business model based on independent development and sales.
Wanye said that after the completion of the acquisition, the company will increase the research and development, production, sales and service of ion implantation and related equipment. At the same time, according to the characteristics of the semiconductor equipment industry, relying on the respective advantages of the company and the target company, establish a business operation mechanism. Promote the leap-forward development of the semiconductor equipment industry.
When Kaishitong enters the semiconductor industry, the actual controller of Wanye Enterprise will also change. The current two shareholders of Wanye Enterprise Sanlin Wanye intends to transfer 7% of the equity of the company it holds to the National Fund, and the transfer of the target shares. The price is 12 yuan per share, the total amount is 677 million yuan.
As early as December 2015, Pu Ke Investment and Sanlin Wanye signed the “Share Transfer Agreement”. Pu Ke Investment acquired 227,000,000 shares of Wanye Enterprise held by Sanlin Wanye through agreement, accounting for 28.16% of the total share capital, becoming a listed company. The largest shareholder. Before the completion of the acquisition, the controlling shareholder of Wanye Enterprise was Sanlin Wanye, and the actual controller was Lin Fengsheng. After the completion of the acquisition, Puke Investment held a listed company's shareholding ratio of 28.16%, which is the largest shareholder of the listed company; Sanlin Wanye The proportion of shares held by listed companies is 22.38%. The shareholding ratio of the above-mentioned shareholders holding listed companies is relatively close, and they are not more than 30%. No single shareholder can form a control relationship with Wanye enterprises alone. Wanye enterprises have no actual controllers.
After the completion of the transaction, the shareholding ratio of Sanlin Wanye will be changed to 13.53%. Therefore, Pu Ke Investment will become the controlling shareholder of the listed company, Zhu Xudong, Li Yongjun, Wang Qinghua will become the actual controller of Wanye Enterprise, and change the previous Wanye Enterprise There is no actual control of the situation.
In fact, Wanye Enterprise seeks transformation and has already been laid out. In April 2017, the Board of Directors of Wanye Enterprise considered the transformation of the company, and newly established the Strategic Investment Department, responsible for coordinating matters related to the transformation of the company. After deliberation and approval by the Board of Directors and the shareholders meeting, the company will have its own funds. RMB1 billion subscribed for the first phase of the Shanghai Semiconductor Equipment Materials Industry Investment Fund, and took the first step of transformation. On January 19, 2018, the Shanghai Semiconductor Equipment Materials Industry Investment Fund officially signed a partnership agreement to accumulate energy for the company's strategic transformation. Guarantee the smooth progress of the transformation of the integrated circuit industry.
At present, in the field of integrated circuit ion implanter and AMOLED ion implanter, with the rapid development of China's integrated circuit and AMOLED industry, the demand for integrated circuit ion implanter and AMOLED ion implanter is increasing in China. Continue to deepen the Chinese market and enhance the competitiveness of the industry.
Wanye said that after the completion of the transaction, Keystone will become a wholly-owned subsidiary of the listed company, thereby increasing the semiconductor equipment business. In the future, the listed company will give full play to the technological advantages of the company in the field of semiconductor equipment, brand advantages and channels. Advantages, relying on a management and R&D team with good historical performance, to build a full range of solar ion implanters, integrated circuit ion implanters and AMOLED ion implanters, and become an excellent manufacturer of ion implanters, especially integrated circuit ion implanters worldwide. Business.
However, the transaction involves the issuance of shares to purchase assets, which should be submitted to the China Securities Regulatory Commission, the merger and acquisition reorganization commission for review, and can only be implemented after approval by the China Securities Regulatory Commission. At present, the shares of Wanye Enterprise are continuously suspended.