Mu Linsen and other consortiums acquired Osram's Landdevans to complete all overseas approvals, and only the foreign management bureau approved

On February 13, Mulinsen issued an announcement indicating that the company had a major asset restructuring, intending to issue shares and paying cash to purchase assets and raise matching funds.

The standard company Harmony Mingxin (Yiwu) Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Mingxin Optoelectronics") is a special purpose company (SPV), which has no actual business. The SPV intends to purchase the target from the shareholders of the target company of this transaction. 100% of the company's equity.

The target company of this transaction is LEDVANCE GmbH (a company established under the laws of Germany), LEDVANCE LLC (a company established under the laws of the United States) (LEDVANCE GmbH and LEDVANCE LLC hereinafter referred to as "LEDVANCE"), LEDVANCE main LED lighting Related Business. The controlling shareholder of Mingxin Optoelectronics is Yiwu Harmony Mingxin Equity Investment Partnership (Limited Partnership) (hereinafter referred to as “Harmony Mingxin”), which is Mulinsen and Zhuhai Harmony Excellence Investment Center (limited partnership) (hereinafter referred to as “Harmony Excellence” ") Harmony Haoquan Investment Management (Beijing) Co., Ltd. and Yiwu State-owned Capital Operation Center jointly established and established. Harmony Excellence is the executive partner of Harmony Mingxin. The transaction will not result in a change in the controlling shareholder and actual controller of the company.

During the suspension period, the company, related counterparties and intermediaries have done a lot of work, including:

1. The company has actively communicated and negotiated with the shareholders of Hemingxin Optoelectronics on this major asset restructuring, and signed a major asset restructuring framework agreement.

2. The listed company has hired Huatai United Securities Co., Ltd. and Ping An Securities Co., Ltd. as independent financial consultants for this major asset restructuring, and has hired Shanghai Jintiancheng (Shenzhen) Law Firm and Ruihua Accounting Firm (Special General Partnership) and Zhongtongcheng Assets Appraisal Co., Ltd. provided legal, auditing and evaluation services for this major asset restructuring. At present, the auditing, evaluation related work and the agency's due diligence work on the target company are still in progress.

3. Since the signing of the acquisition framework agreement, Mingxin Optoelectronics and overseas intermediaries are making every effort to promote the sea diplomacy. However, due to the target company's LEDVANCE business in many countries or regions around the world, overseas asset delivery needs to be reviewed by various national or regional government departments (including: the United States, Macedonia, Mexico, Turkey, Poland, Russia, Germany). After the company and Mingxin Optoelectronics communicated and confirmed, the CFIUS review was passed on February 11, 2017 in China, and the overseas approval for the current diplomatic cut has been completed.

4. Since Mingxin Optoelectronics acquired 100% equity of LEDVANCE of the target company for Chinese companies to acquire overseas enterprises, it is necessary to fulfill the approval and filing procedures of the competent departments of commerce, development and reform commission, foreign exchange management department, etc. As of now, Mingxin Optoelectronics has achieved The approval of the Development and Reform Commission, the approval of the Zhejiang Provincial Department of Commerce, and the reply by the Ministry of Commerce of the People's Republic of China agree to obtain approval from the SAFE for the exit of funds. The relevant approval procedures for the transaction are currently underway.

5. Other work related to this major asset restructuring is still in progress.


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