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Nationstar Optoelectronics plans to purchase 60% equity of Yancheng Dongshan Precision

On the evening of October 10, Nationstar Optoelectronics and Dongshan Precision both announced that Dongshan Precision and its wholly-owned subsidiary Yancheng Dongshan Precision Manufacturing Co., Ltd. (hereinafter referred to as "Yancheng Dongshan") and Nationstar Optoelectronics signed an "Equity Transfer Intention Agreement". Nationstar Optoelectronics plans to purchase 60% of the equity of Yancheng Dongshan in cash (the final shareholding ratio is subject to the specific share transfer agreement signed by all parties).

After the completion of this transaction, Dongshan Precision and Nationstar Optoelectronics hold 40% and 60% of the equity of Yancheng Dongshan respectively. Yancheng Dongshan will no longer be included in the consolidated statements of Dongshan Precision and will be included in the consolidated statements of Nationstar Optoelectronics.

The "Equity Transfer Intention Agreement" signed by Dongshan Precision and Yancheng Dongshan and Nationstar Optoelectronics is only a framework agreement, and the relevant transaction elements are subject to the final share transfer agreement signed by all parties. This transaction does not constitute a related transaction, nor does it constitute a major asset reorganization of Dongshan Precision, but it is expected that it may constitute a major asset reorganization of Nationstar Optoelectronics. Basic information of transaction party 1 1. Company name: Foshan Guoxing Optoelectronics Co., Ltd. 2. Unified social credit code: 914406001935 2640363. Date of establishment: August 1981 March 31st 4. Company type: joint-stock company (listed, natural person investment or holding) 5. Registered capital: 618.477169 yuan 6. Legal representative: Wang Jia 7. Registered address: No. 18 Huabao South Road, Chancheng District, Foshan City 8. Main business: manufacturing and selling optoelectronic semiconductor devices, optoelectronic display devices, LED displays, traffic lights, optoelectronic semiconductor lighting fixtures, etc. 9. Equity relationship: The controlling shareholder of Nationstar Optoelectronics is Foshan Electrical and Lighting Co., Ltd., which holds a total of 21.48% of the equity of Nationstar Optoelectronics.

10. Nationstar Optoelectronics has no relationship with the company, its controlling shareholders, actual controllers, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers. 11. After verification, Nationstar Optoelectronics is not the person subject to execution for breach of trust.

Basic situation of Transaction Party 2

1. Company name: Suzhou Dongshan Precision Manufacturing Co., Ltd.

2. Unified Social Credit Code: 9132 0500703719732P

3. Company type: joint stock limited company (listed, natural person investment or holding)

4. Legal representative: Yuan Yonggang

5. Registered capital: 1,709,867,327 yuan

6. Registered address: No. 88, Tangdong Road, Wuzhong Economic Development Zone, Suzhou

7. Main business: Precision sheet metal processing, hardware, baking paint, microwave communication system equipment manufacturing; electronic product production and sales; electronic industry technology research and consulting services; installation, debugging, and maintenance of ultra-high-brightness light-emitting diode (LED) application product system engineering; production and sales of liquid crystal display devices, LED lighting products, LED backlights and LED displays, LED drive power supplies and control systems, LED chip packaging and sales, LED technology development and services, etc.

8. Equity relationship:

9. Dongshan Precision has no related relationship with the company. It has not had any transactions similar to this transaction with the company in the past three years. It is not a breach of trust person and has the ability to perform the contract. Basic information on the transaction target 1. Company name: Yancheng Dongshan Precision Manufacturing Co., Ltd. 2. Unified social credit code: 91320903MA1P7PG85D3, Date of establishment: 2017 June 19 4. Company type: limited liability company 5. Registered capital: 1.15 million yuan 6. Legal representative: Ma Liqiang 7. Registered address: Intelligent Terminal Industrial Park, Yandu District, Yancheng City 8. Main business: R&D, production, sales of LED display devices and other products 9. Equity relationship: It is a wholly-owned subsidiary of the company, held by the company 100% of its shares.
10. Yancheng Dongshan has no related relationship with Nationstar Optoelectronics, its controlling shareholders, actual controllers, shareholders holding more than 5% of Nationstar Optoelectronics' shares, directors, supervisors and senior managers. 11. After verification, Yancheng Dongshan is not the person subject to execution for breach of trust. Basic content of the agreement of intent 1. Parties to the agreement

Party A: Foshan Guoxing Optoelectronics Co., Ltd.

Party B: Suzhou Dongshan Precision Manufacturing Co., Ltd.

Party C: Yancheng Dongshan Precision Manufacturing Co., Ltd. 2. Overall arrangement: Party A or/and entities controlled by Party A plan to acquire the equity of Party C held by Party B and its related parties, and ultimately hold 60% of the equity of Party C (hereinafter referred to as the "target equity", the final shareholding ratio shall be subject to the specific share transfer agreement signed by all parties). After the intermediaries hired by Party A complete due diligence on Party C, the relevant parties will further communicate on the equity ratio of this transaction, the time schedule for payment of consideration and other specific details. Negotiate and stipulate in the specific share transfer agreement. 3. Transaction price Price: After preliminary negotiation between the parties, the transaction consideration for this acquisition of equity is finally based on Party C’s appraisal value determined in the asset appraisal report issued by the asset appraisal agency, and is determined by negotiation between the parties to the transaction. 4. Time schedule: All parties should work together and cooperate with each other to complete due diligence, auditing, evaluation, and preparation of acquisition draft and other documents for the target company within 180 days from the date of signing this agreement, and determine the formal plan for this transaction. If after the expiration of the time limit, the preparatory work has not been completed and the formal plan has not been determined, the time limit can be extended with the agreement of parties A, B and C through negotiation. After this Agreement comes into effect, Party B and Party C agree and recognize that the intermediaries hired by Party A, including but not limited to auditing, evaluation, legal, financial consultants and other intermediaries, will immediately carry out audit, evaluation, legal, business and other due diligence work on Party C, and Party B and Party C shall actively cooperate. 5. If there are any matters that make it impossible to perform this agreement (including but not limited to: the project cannot meet Party A’s investment requirements, Party C has major risks, the investigation situation is seriously inconsistent with the current status of the company promised by Party B and Party C, the investment cannot be approved by Party A’s decision-making body, Party A cannot complete the transaction within the reasonably expected time, etc.), Party A and Party B have the right to notify in writing. The other party terminates this agreement without assuming any financial responsibility. (Source: Announcements from Dongshan Precision and Nationstar Optoelectronics)

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