IPO gambling "failure", triggered by "repurchase mechanism" among Hualei Optoelectronics shareholders

Recently, Tianmao Group (000627) issued the "Announcement on the Related Transactions of Xinliyi Group Co., Ltd. Repurchasing 30 Million Shares of Xiangneng Hualei Optoelectronics Co., Ltd.", which has once set off a boom in the LED epitaxial chip industry. Hualei Optoelectronics once again stood in front of the industry.

On April 18, 2013, Tianmao Group and Xinliyi Group Co., Ltd. (hereinafter referred to as Xinliyi) signed the “Equity Transfer and Repurchase Agreement” to purchase the shares held by Xinliyi at a price of 4.89 yuan/share. The 30 million shares of Nenghualei Optoelectronics Co., Ltd. (hereinafter referred to as Hualei Optoelectronics Co., Ltd.) have a transfer price of RMB 146.7 million.

Previously, China's LED epitaxial chip industry is in the stage of warm and cold. After the crazy “MOCVD” procurement wave, the entire upstream industry is entering the first round of industrial integration.

In order to fully protect the company's rights and interests from losses, Tianmao Group and Xinliyi made a clear agreement on the conditions, methods and prices of equity repurchase in the Equity Transfer and Repurchase Agreement. If the repurchase condition is met, Xinliyi will use the transfer price of 4.89 yuan/share as the reserve price, calculate the repurchase price based on the one-year interest rate of 6%, and repurchase the equity of Hualei Optoelectronics held by the company.

At that time, venture capital or industrial capital has a subtle attitude towards the LED epitaxial chip industry. In particular, among the shareholders of Hualei Optoelectronics, there are already many investment institutions. The goal of everyone is very simple, that is, the IPO will be listed and exited.

More financial media interpreted the transfer as Liu Yiqian, who is known as "China Buffett", once again demonstrated his magical skills.

Since Liu Yiqian holds 91.8% of the shares of Xinliyi Group, the equity acquisition was interpreted as Liu Yiqian successfully cashing in Hualei Optoelectronics.

According to public information, at the end of 2010, Xinliyi Group obtained 30 million shares of Hualei Optoelectronics through capital increase. At that time, the transaction price was 4.8923 yuan/share. In other words, this time Liu Yiqian cut Huai Lei Optoelectronics at the cost price.

In 2011, Hualei Optoelectronics' net profit loss was 18 million yuan, and according to the GEM listing conditions, the net profit of the most recent fiscal year needs to be positive. In desperation, Hualei Optoelectronics can only delay the IPO time. Subsequently, the IPO has been suspended until now, and Liu Yiqian has also been included.

After 2013, the LED epitaxial chip industry has sufficient anti-risk ability in addition to listed companies such as Sanan, Huacan and Ganzhao, and the rest of the manufacturers are in a period of shock.

According to the financial data disclosed in the announcement, from January to September 2016, Hualei Optoelectronics realized revenue of 272 million yuan and net profit of 105 million yuan. In 2015, Hualei Optoelectronics realized revenue of 414 million yuan and net profit of 97.432 million yuan.

The above picture shows the shareholdings of major shareholders of Hualei Optoelectronics.

Obviously, the loss for two consecutive years has already made Hua Lei Optoelectronics step by step to the original goal.

According to the announcement, as of December 26, 2016, Hualei Optoelectronics did not apply to the China Securities Regulatory Commission for initial public offering of shares or choose other methods for listing, and it is not possible to obtain the China Securities Regulatory Commission's issuance before January 1, 2017. The approval of the approval of its initial public offering or other documents of equivalent legal effect has triggered the repurchase clause.

According to the repurchase conditions in the Equity Transfer and Repurchase Agreement: If Hualei Optoelectronics fails to obtain the approval issued by the China Securities Regulatory Commission for approval of its initial public offering of shares or other equivalent laws by January 1, 2017 The validity of the document will trigger the repurchase terms.

On December 26, 2016, Tianmao Group and Xinliyi signed the “Equity Repurchase Agreement”: Xinliyi will repurchase 30 million shares of Hualei Optoelectronics held by Tianmao Group as agreed, as of December 2016. On the 31st, the total amount of repurchase was 178,386,200 yuan, of which the principal was 146.7 million yuan and the interest was 3,367,700 yuan.

From the media, I can find out that the latest report about Hualei Optoelectronics stayed in May of 2015. At that time, Chairman of the Hunan Coal Industry Group Co., Ltd., Secretary of the Party Committee, Dao Daoxiong, Secretary of the Disciplinary Committee of the Group and Chairman of the Labor Union, Li Chuanhong, The development of the special education of Sanyan Sanshi and the non-coal industry of Xiangmei Group, especially the market development of high-tech industries and the development of the 13th Five-Year Plan, were investigated in Zhangzhou Xiangneng Hualei Optoelectronics.

Qi Daoxiong asked Hualei Optoelectronics to establish strict consciousness, strict rules and strict ethos, set up the actual style, real responsibility and practical measures, and test the effectiveness of the special education with the results of problem solving.

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