Jiangyin Jianghua Microelectronic Materials Co., Ltd. (stock code: 603078, hereinafter “JHM”), a listed company on the main board of the Shanghai Stock Exchange, announced that its controlling shareholders were now Zibo Xingheng Tusong Holdings Co., Ltd. (“Zibo Xingheng Tusong”) and the Zibo Municipal Finance Bureau.
JHM manufactures and distributes electronic chemicals. It produces ultra clean high purity reagents, photoresist matching reagents and other wet electronic chemicals. The acquisition of the control of JHM consisted of a transfer by agreement and private placement for a total consideration of approximately RMB 1.317 billion:
(1) Transfer by agreement: the transferors, Yin Fuhua, Ji Wenqing and Zhenjiang Jiehua Investment Co., Ltd. entered into a share transfer agreement and a supplementary agreement with the transferee, Zibo Xingheng Tusong, in November 2011 and March 2022 respectively. The transferors agreed to transfer the 22,448,620 shares it held in JHM, (representing 11.4550 % of the total capital stock of the listed company), to Zibo Xingheng Tusong for a consideration of approximately RMB 671 million. In April 2022, the parties completed the formalities for the registration of the title transfer of the shares;
(2) Private placement: JHM and Zibo Xingheng Tusong entered into a share subscription agreement and a supplementary agreement to the share subscription agreement in November 2021 and September 2022 respectively. Zibo Xingheng Tusong would subscribe 41,880,124 JHM shares in private placement for a consideration of approximately RMB 646 million. In November 2022, the China Securities Regulatory Commission approved this private placement and completed the registration of the additional shares.
JunHe acted as counsel to Zibo Xinheng Tusong in this transaction. JunHe’s team participated in the design and demonstration of the transaction scheme, provided legal advice, conducted legal due diligence on JHM, and drafted and modified the transaction documents. These included the share transfer agreement and its supplementary agreement, and the share subscription agreement and its supplementary agreement. JunHe assisted Zibo Xingheng Tusong in the negotiation, execution and closing of the transaction documents and was responsible for the notification of the concentration of undertakings. JunHe assisted the company throughout the review and approval process by the competent state-owned assets supervision and administration authority and obtained approval for this project and the “state-owned shareholder” mark.
The responsible partners in this project were Mr. LI, Chenliang, Ms. YU, Su and Mr. HE, Tingcai. The partner for the notification of the undertakings was Ms. WEI, Yingling.
