Mulinsen, which has been suspended from trading for nearly a month due to the planning of a major asset restructuring, announced on the evening of August 9 that because this major asset restructuring involves overseas assets, due diligence will take a long time, and involves the approval and filing of competent departments such as the commerce department, the Development and Reform Commission, and the foreign exchange administration department. The current restructuring plan is still being further demonstrated and improved, and the company's stocks cannot resume trading and disclose the restructuring plan as scheduled on August 15, 2016. Upon the company's application, the company's shares will continue to be suspended from trading on August 15, 2016.
The announcement shows that the main counterparty of this major asset reorganization is Yiwu Harmony Mingxin Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Harmony Mingxin"), which is jointly funded and established by Mulinsen, Zhuhai Harmony Excellence Investment Center (Limited Partnership) (hereinafter referred to as "Harmony Excellence"), Harmony Haoshu Investment Management (Beijing) Co., Ltd., and Yiwu State-owned Capital Operation Center. Harmony Excellence serves as the executive partner of Harmony Mingxin. After the completion of this transaction, Harmony Mingxin is expected to hold more than 5% of the equity of the listed company, so this major asset reorganization is intended to constitute a related transaction.
The target company of this major asset reorganization, Harmony Mingxin (Yiwu) Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Mingxin Optoelectronics"), is a special purpose company (SPV) with no actual business itself. The SPV intends to purchase 100% of the equity of the target company from the shareholders of the target company in this transaction. The target companies of this transaction are LEDVANCE GmbH (an enterprise established under German law) and LEDVANCE LLC (an enterprise established under U.S. law) (LEDVANCE GmbH and LEDVANCE LLC are collectively referred to as "LEDVANCE" hereafter). LEDVANCE is mainly engaged in LED lighting related businesses. This transaction is planned to take the form of issuing shares and paying cash to purchase assets. The specific plan has not yet been determined.
At present, the company has signed a "Memorandum of Cooperation" with Harmony Mingxin, the shareholder of the target company Mingxin Optoelectronics, and is conducting further negotiations and communication on the detailed transaction plan. The independent financial consultants, law firms and audit institutions hired are studying, demonstrating and promoting the specific plan for this major asset restructuring. Relevant due diligence and audit work are in progress. All parties confirmed that in this transaction, the acquisition of 100% equity of the target company LEDVANCE by the subject asset SPV is a matter for a Chinese enterprise to acquire an overseas enterprise, which requires the approval and filing of the competent departments such as the commerce department, the National Development and Reform Commission, and the foreign exchange management department. The transaction has not yet advanced to the stage of approval by the competent departments.
During the continued trading suspension, the company and relevant parties will speed up various tasks for this major asset reorganization. The company promises to strive to disclose the major asset restructuring plan (or report) as required before September 15, 2016. If the company fails to disclose a major asset reorganization plan (or report) within the above period, the company will determine whether to apply to the Shenzhen Stock Exchange for an extension of resumption of trading based on the progress of the major asset reorganization.
ANNA