Changzhou Tiansheng New Materials Co., Ltd. cancelled the acquisition of Shanghai Defeng Electronic Technology Co., Ltd from Xinyu Defeng Investment Management Center (Limited Partnership), Li Lingbo and Li Junfang.
January 19, 2017
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Changzhou Tiansheng New Materials Co., Ltd. (SZSE:300169) agreed to acquire Shanghai Defeng Electronic Technology (Group) Co., Ltd from Xinyu Defeng Investment Management Center (Limited Partnership), Li Lingbo and Li Junfang for approximately CNY 710 million in cash and stock on December 8, 2015. The consideration price includes CNY 497 million in cash and CNY 213 million in shares. Changzhou Tiansheng New Materials Co., Ltd. will issue 18.02 million shares and CNY 376.3 million cash as consideration to Xinyu Defeng Investment Management Center, CNY 119.49 million cash to Li Lingbo and CNY 1.21 million cash to Li Junfang. Xinyu Defeng Investment Management Center (Limited Partnership), Li Lingbo and Li Junfang will sell 83%, 16,83% and 0.17% stake respectively in Shanghai Defeng Electronic Technology (Group) Co., Ltd. Changzhou Tiansheng New Materials Co., Ltd signed a share subscription agreement to raise supporting funds of not more than CNY 710 million by issuing 94.29 million shares at CNY 7.53 per share to Shangyin Ruijin Capital Management Co., Ltd., Wu Shujuan, and Zhu Huanghang. Of the CNY 710 million, CNY 497 million will be used to pay the transaction’s cash considerations. As of December 31, 2014, Shanghai Defeng Electronic Technology (Group) Co., Ltd had total assets of CNY 168.77 million, owners’ equity of CNY 29.82 million, revenue of CNY 206.37 million, operating profit of CNY 14.71 million and net profit of CNY 13.49 million.
On December 8, 2015, Xinyu Defeng‘s partners agreed to the transaction. On December 8, 2015, Shanghai Defeng Electronic Technology (Group) Co., Ltd’s shareholders approved the transaction. On December 9, 2015, Changzhou Tiansheng New Materials Co., Ltd’s Board of Directors approved the transaction. The transaction is still subject to Changzhou Tiansheng New Materials Co., Ltd’s shareholders’ approval and the CSRC’s approval. On December 25, 2015, the transaction was approved by shareholders of Changzhou Tiansheng New Materials. As on April 27, 2016, the Merger, Acquisition and Reorganization Examination Committee of Listed Companies of the China Securities Regulatory Commission approved the deal. On June 20, 2016, the deal was not approved by the Merger, Acquisition and Reorganization Examination Committee of Listed Companies of the China Securities Regulatory Commission. On July 20, 2016, the transaction received rejection from the China Securities Regulatory Commission.
Citi Orient Securities Co., Ltd acted as the independent financial advisor to Changzhou Tiansheng New Materials Co., Ltd. Grandall Law Firm acted as the legal advisor to Changzhou Tiansheng New Materials Co., Ltd. BDO China Shu Lun Pan Certified Public Accountants acted as the accountant to Changzhou Tiansheng New Materials Co., Ltd.
Changzhou Tiansheng New Materials Co., Ltd. (SZSE:300169) cancelled the acquisition of Shanghai Defeng Electronic Technology (Group) Co., Ltd from Xinyu Defeng Investment Management Center (Limited Partnership), Li Lingbo and Li Junfang on January 20, 2017.
Changzhou Tiansheng New Materials Group Co Ltd is a China-based company mainly engaged in the research, development, production and sales of new polymer materials. The Company's products include soft foam materials, structural foam materials, post-processing products and transportation supporting products. The soft foam materials are used in electronic products, home appliances, automobiles, sports and leisure and other fields. The structural foam materials are used in wind power generation, rail transportation, ships, aerospace, building energy conservation and other fields. The post-processing business carries the application and promotion of the Company's series of structural core materials in the market. The transportation supporting products are mainly sound barrier products, which are used in high-speed railways, subways and other urban rail transportation fields. The Company mainly operates its businesses in the domestic market.
Changzhou Tiansheng New Materials Co., Ltd. cancelled the acquisition of Shanghai Defeng Electronic Technology Co., Ltd from Xinyu Defeng Investment Management Center (Limited Partnership), Li Lingbo and Li Junfang.