On April 1, Changchun Up Optotech Co.Ltd(002338) ( Changchun Up Optotech Co.Ltd(002338) . SZ) received the inquiry letter from Shenzhen Stock Exchange. In response to the company’s previous intention to acquire 78.89% equity of Changguang Aerospace at a premium and raise supporting funds, the Shenzhen Stock Exchange asked the company to make a written reply to the necessity of this restructuring and the fairness of pricing.
On March 21, Changchun Up Optotech Co.Ltd(002338) announced that the company planned to purchase 78.89% equity of Changchun Changguang Aerospace by issuing shares and paying cash, with a total transaction amount of 617 million yuan. Among them, 70% of the transaction consideration is about 432 million yuan, which is paid by issuing shares, and the remaining 30% is paid in cash Changchun Up Optotech Co.Ltd(002338) also plans to raise matching funds of no more than 255 million yuan, of which 185 million yuan is used to pay the above transactions (accounting for 30% of the transaction consideration), and the rest is used to pay intermediaries and related expenses, supplement working capital and repay debts.
According to the asset appraisal report issued by zhongtonghua appraisal, the appraisal result of the total equity value of Changguang Aerospace‘s shareholders is 782 million yuan through the income method. Compared with the audited owner’s equity of the parent company of Changguang aerospace of 121 million yuan, the appraisal value-added is 661 million yuan, with a value-added rate of 543.77%.
According to the acquisition plan, in 2019, 2020 and January November 2021, the related sales of the target company Changguang aerospace and the Changchun Up Optotech Co.Ltd(002338) controlling shareholder Changchun Institute of optics, precision machinery and physics, Chinese Academy of Sciences (hereinafter referred to as “Institute of Optics and mechanics”) accounted for 29.68%, 27.23% and 44.15% respectively.
In this regard, the Shenzhen stock exchange requires Changchun Up Optotech Co.Ltd(002338) combined with the sales pricing basis, sales comparison and decision-making process of the same or similar products between Changguang aerospace and the optical machinery Institute, to supplement and disclose the necessity and pricing fairness of the above related party transactions, whether the sales business of Changguang aerospace is independent, and whether the transaction complies with the provisions in the reorganization management measures that are conducive to reducing related party transactions and enhancing the independence of listed companies.
Changchun Up Optotech Co.Ltd(002338) once said that if the issue of raising supporting funds is not approved, or the actual financing amount is lower than expected, the company needs to pay 255 million yuan of cash consideration and restructuring related expenses with its own or self raised funds. According to the third quarterly report of the company in 2021, as of September 30, 2021, Changchun Up Optotech Co.Ltd(002338) the monetary capital balance was 652906 million yuan.
In this regard, the Shenzhen stock exchange requires the company to explain whether it has the ability to pay the consideration of this restructuring transaction, the impact of the new liabilities and financial expenses of the transaction on the company’s asset liability structure and profits, and whether the relevant capital expenses and repayment arrangements will have an adverse impact on the company’s daily working capital.
The Shenzhen Stock Exchange also noted that five natural persons, including kuaixiang investment, Feifei investment and Lin Zaiwen, promised that the consideration shares would be unlocked at 15%, 40% and 100% after the cumulative committed net profits at the end of 2022, 2023 and 2024 respectively after the expiration of the 12-month lock period. If the performance fails to meet the standard, the number of shares that can be unlocked shall be deducted from the number of shares that should be compensated in the current year.
In this regard, the Shenzhen stock exchange requires the company to additionally disclose whether the performance commitment party will pledge the consideration shares before completing the performance compensation, and whether there are specific measures to ensure that all the consideration shares are used to perform the performance compensation. In combination with the above situation, the company is required to additionally disclose whether the periodic arrangement of share lock matches the safeguard measures to ensure the performance of the commitment.
In addition, according to the reorganization draft, Changguang Aerospace shareholders kuaixiang investment and Feifei investment have changed their registered capital for many times, among which Feifei investment is an employee stock ownership platform.
Shenzhen stock exchange requires the company to explain whether kuaixiang investment is an employee stock ownership platform, and explain the reasons for the establishment of the partnership and whether it is established for this transaction in combination with the employment, specific contribution and core technology or management personnel of the partners of the two partnerships, as well as the agreement arrangements on profit distribution, loss burden, change of property share and the duration agreed in the partnership agreement, Explain whether the partnership share is locked after the transaction is completed, and how to ensure the stability of relevant core employees and the realizability of performance commitments. In addition, in combination with the time when each partner obtains the rights and interests, the way of capital contribution, the source of capital, and whether the subscribed capital contribution has been paid in full, explain whether the ownership of the relevant shareholding shares is clear, whether there is proxy holding, and whether there are no other interest disputes.
