Acquisition experience of Tianrui instrument

Skillfully avoid backdoor Tianrui instrument's "acquisition experience"

Guide: the GEM COMPANY Tianrui instrument did it by acquiring an enterprise with a revenue of more than three times its own and a valuation of twice its own net assets without forming a backdoor. Yesterday, Tianrui instrument announced that it plans to acquire 51% of the equity of Yuxing technology in the form of stock cash. From the signing and dissolution of its concerted action agreement, the acquisition proportion, the selection of the object and number of shares issued, to the arrangement of cash acquisition, it has accurately avoided the red line of backdoor

it is worth noting that under the background that the review of backdoor listing is equivalent to the IPO standard, such arbitrage methods bypassing regulation may be followed

step by step, skillfully avoid backdoor

according to Article 12 of the administrative measures for major asset restructuring of listed companies, the composition of backdoor must meet two major indicators: the change of control and the total assets purchased exceed the total assets of the listed company in the year before the change of control. In the process of this merger and acquisition, the price of Yuxing technology is 2.9 billion yuan. Based on the issue price of 16.01 yuan/share, the number of shares issued is about 180million shares, which is higher than the total share capital of Tianrui instrument. The change of control and the total amount of assets purchased will inevitably exceed the standard

an important background is that at the end of November, the CSRC issued a notice to strictly implement the IPO standards in the review of backdoor listing, and reiterated that backdoor listing on the gem is not allowed

in order to avoid stepping on minefields, both parties have made great efforts in the equity structure. In late October, while Yuxing technology decided to buy back shares and dismantle the red chip structure, the technical problem shares of Huakong digital display pipe static pressure testing machine controlled by Yu Zhong, chairman of the company, the power management of director Li Ye control, the Secretary of the board, and the Anya management controlled by Jintian, general manager of the strategic development center terminated the unanimous action agreement of the previous three people, and the company became no actual controller. Subsequently, the company introduced three institutions such as Taihai union with a shareholding of 15% at a cost of 450million yuan, further diluting the shareholding ratio of the first three

at the same time, Liu Zhaogui, the actual controller of Tianrui instrument, also called on friends to stabilize the controlling stake. In addition to her relatives duyingli and Liu Meizhen, Ying Gang, the general manager of the company (holding 11.56% shares), was also brought in as the person acting in concert. According to the previous periodic reports of the company, until the end of the third quarter, the relationship between the top ten shareholders of the company was still disclosed as that of all shareholders, and it was not a person acting in concert. However, this plan shows that the two have signed an agreement on acting in concert. Therefore, Liu Zhaogui's total control of voting rights after this offering exceeded 41%

only this one advance and one retreat can ensure control

subsequently, the two sides finalized the acquisition ratio of 51%. On the one hand, it reduces the absolute asset size of this acquisition, and on the other hand, it paves the way for the next step of selectively issuing shares to the counterparty

in the issue of shares, although the rights and policies management and Anya management transferred most of the equity of Yuxing technology, and basically took the shares as the payment consideration, Hehua holdings, which holds 22.18% of the shares, only transferred 5.98% of the equity, and the consideration is all cash. The other three counterparties that accepted the share consideration were three institutions that suddenly took shares. After the completion of the issuance, the rights and policies management and Anya management held 9.60% and 3.71% respectively, and the total holdings of the five objects of the issuance were less than 25%, unable to shake Liu Zhaogui's controlling stake

in addition, cash payment will play a solo role in subsequent acquisitions. Both parties agreed that the shareholders of Yuxing technology shall not transfer their shares to a third party without the prior written consent of Tianrui instrument. Tianrui instrument said that it would gradually acquire the remaining equity in cash according to the performance commitments of Yuxing technology and the company's cash flow. In this way, the possibility of backdoor is completely cut off

this is a clever deal to avoid backdoor. The company's chemical experts also plan to expand the variety of 3D printing materials. Of course, so many means are used together, which is a little too hard. A sponsor said so

alternative design or imitation

recently, due to the implementation of the M & A audit separation system and the reform of the IPO system, the once popular backdoor transaction suddenly became a minefield for the relatively stable gross profit rate of all industries. On a closer look, the confidence of Tianrui instrument is mainly the over raised funds of nearly 700million yuan, while the actual controllers of Shunrong shares and LianJian optoelectronics used the supporting raised funds to consolidate their control. Under the new policy direction, subsequent cases may follow the setup of such transactions

in early October, Shunrong shares disclosed that it planned to acquire 60% of the equity of Sanqi game in the form of stock cash. Among them, 25% of the consideration is paid in cash and is financed by listed companies. The Wu family, the major shareholder, plans to invest about 246million yuan to subscribe for 24million shares

the mystery is that if the Wu family does not participate, its controlling stake will fall by the wayside. As this transaction has constituted a major asset restructuring, it is easy to form a backdoor if the control right is changed. By subscribing for the fixed increase shares, the Wu family held just over 30% of the shares after participating in the supporting financing, and the control right was retained

similar to Tianrui instrument, Shunrong shares acquired only 60% of the equity this time, with some reservations, reducing the scale of the acquired assets. At the same time, when the shares were issued, they were equally distributed among the two shareholders of Sanqi game. After the issuance, they held 22% and 20% of the shares of Shunrong respectively, and they promised not to sign a concerted action agreement. If it were not for precise design, it would be difficult to avoid this acquisition as a backdoor

LianJian optoelectronics also adopts the way of stock cash to avoid backdoor. Last Friday, the company announced its plan to acquire timeshare media, which is controlled by he Jilun and he da'en. The plan first adopts share payment for the equity held by he Jilun, and cash consideration for the equity held by he DAYEN. During the supporting fund-raising, the actual controllers of LianJian optoelectronics, Liu Hujun and he Jilun, raised 205.37 million yuan and 54.63 million yuan respectively, and the number of shares issued was 12.92 million shares and 3.44 million shares respectively

after the completion of the transaction, Liu Hujun and his spouse xiongjinyu held about 54.76 million shares of LianJian Optoelectronics in total, and he Jilun held 30.78 million shares. The lead screw drives the middle beam to move up and down to transfer the load, ensuring the control

the above-mentioned sponsor told that it is often helpless to avoid backdoor. LianJian optoelectronics and Tianrui instruments are GEM companies, so they must not backdoor; Sanqi game has only been established for two years, which also does not meet the requirement of running under the same control for three years

of course, such evasion design is also a willing result. Taking LianJian optoelectronics as an example, he DAYEN may also feel that it is reliable to take more cash, and there are also transaction taxes to be paid