After nearly five months of suspension, the major asset restructuring of Orient (600666, SH) has finally made new progress. According to the company’s announcement on the evening of September 18th, the “Framework Agreement on Major Asset Restructuring Transactions†(hereinafter referred to as the “Agreementâ€) has been signed with the reorganized target company and its shareholders. Although the specific plan has not yet been announced, it seems that Orient’s restructuring is a big move: the main assets of the restructuring of Hefei Ruicheng Industrial Investment Co., Ltd. (hereinafter referred to as Hefei Ruicheng) are Ampleon in the Netherlands, which is Said that the restructuring involves overseas acquisitions; in addition, the National Enterprise Credit Information System data shows that Hefei Ruicheng registered capital of 6.654 billion yuan, while Orient registered capital is only 1.227 billion yuan, how Orient eats several times the registered capital His own Hefei Ruicheng? It should be noted that Orient has just announced a discount for more than a year, and held a related investor briefing on September 19. "snake swallow" type acquisition According to the announcement of Orient on the evening of September 18, the current shareholders of the company intending to restructure the Hefei Ruicheng include Hefei Xinyi Investment Partnership (Limited Partnership), Beijing Jiaguang Asset Management Center (Limited Partnership), and Beijing Jiakun Assets. Management Center (Limited Partnership), Beijing Ruihong Semiconductor Industry Investment Center (Limited Partnership), etc. According to the "Agreement", the above-mentioned shareholders of Hefei Ruicheng transferred part of the shares held by Hefei Ruicheng to the actual controller of Orient. The company issues shares of Hefei Ruicheng held by the counterparties including Hefei Ruicheng's above-mentioned shareholders and actual controller entities, and raises matching funds for the construction of Hefei Ruicheng Project. The restructuring transaction may involve related party transactions. According to Orient's previous announcement on September 8, the company's actual controller related parties are negotiating with Hefei Ruicheng's original shareholders to acquire some shares of Hefei Ruicheng before the acquisition. Currently, the specific work of the transaction agreement is being implemented. Hefei Ruicheng is not small. According to the National Enterprise Credit Information System, Hefei Ruicheng was established on November 11, 2015. The legal representative is Fan Yongwu (director and general manager). The chairman is Li Bin, with a registered capital of 6.653 billion yuan. The registered address is in Anhui. Room 160, H2, Phase II, Innovation Industrial Park, No. 2800, Innovation Avenue, High-tech Zone, Hefei City. According to Orient's semi-annual report, the company's registered capital after the change was 1.227 billion yuan, and has been reviewed and approved by the board of directors and shareholders meeting. Then, how does it ensure that the successful acquisition of registered capital is several times that of its own Hefei Ruicheng? On September 19th, the reporter of “Daily Economic News†called the company’s secretarial office, and the staff said that the acquisition plan is still undetermined. The final draft or plan. Or face multiple regulatory levels For this restructuring, Orient said that the company's acquisition of the underlying assets is mainly to extend the company's entire industrial chain from semiconductor materials to semiconductor devices, in the new generation of communications and power conversion technology, with the acquisition of the target Advantages in technology, industry and market, combined with the direction of domestic market development, look forward to further rational industrial layout. However, it may not be easy for a company to achieve this goal. Because this reorganization involves not only the "snake swallow", but also the "going out to sea." According to Orient's announcement, Hefei Ruicheng's main operating assets are Ampleon in the Netherlands, which is in the semiconductor industry. Financial commentator Ai Tangming analyzed that the restructuring may involve a large amount, so whether it will constitute a backdoor listing is worthy of attention; in addition, this restructuring involves overseas acquisitions, then whether it involves funds going to sea, and the restructuring involves It is time to issue shares and supporting financing. The above three aspects are all issues that the regulatory authorities are currently paying attention to. It is worth noting that combing the shareholding structure of Hefei Ruicheng can also be found that CITIC Securities appeared in this restructuring. According to Hefei Ruicheng's 2016 annual report disclosed by the National Enterprise Credit Information System, Hefei Xinyi Investment Partnership (Limited Partnership) paid a total of 3.846 billion yuan, which is the largest shareholder of Hefei Ruicheng. According to the data, Hefei Xinyi Investment Partnership (Limited Partnership) has five shareholders, namely Anhui Industrial M&A Fund Partnership (Limited Partnership), CITIC M&A Fund Management Co., Ltd., Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd., Beijing. Jianguang Asset Management Co., Ltd. and CITIC M&A Investment Fund (Shenzhen) Partnership (limited partnership). Among them, CITIC M&A Fund Management Co., Ltd. is a wholly-owned subsidiary of CITIC Securities. Its legal representative is Fan Yongwu, and the legal representative of Hefei Ruicheng is Fan Yongwu. According to Orient’s announcement, the company’s growth over a year has been increasing in recent days. The amount of funds raised this time was adjusted from the initial 2.022 billion yuan to 1.695 billion yuan, but the 12-month validity period of the non-public offering plan adopted by the company's shareholders meeting on September 12 last year has passed, according to the CSRC. 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