After stepping down as chairman of SMIC, the big guy Zhou Zixue has a new identity...

Nine months after the introduction of the shareholder of the war investment, The State Communications Beidou (Hainan) Technology Investment Group, Shengyang Technology (603703) has taken an important step in expanding its business territory, and intends to acquire 100% of the shares of Beijing China Communications Information Technology Co., Ltd., a related enterprise of the former. E Company also noted that in the company that threw out the restructuring plan, Shengyang Technology also announced Zhou Zixue as a candidate for the new independent director. It is worth noting that Zhou Zixue's identity is relatively special, is a veritable big man in the domestic chip field, and currently Zhou Zixue is serving as the executive director of SMIC and the chairman of Changdian Technology. Just in September this year, according to SMIC, Dr. Zhou Zixue, chairman and executive director, resigned as chairman of the board of directors and chairman of the nomination committee of the board of directors due to personal health reasons, with effect from the same day.

Issuance of shares + cash purchase

According to the restructuring plan, Shengyang Technology intends to purchase 100% of the shares of Beijing China Communications Technology Co., Ltd. held by the Communications Group by issuing shares and paying cash. After the completion of the transaction, CCCC Technology will become a wholly-owned subsidiary of the listed company.

However, the restructuring plan shows that the specific shares involved in the acquisition and the proportion of cash payments have not been announced at the same time. Instead, the parties negotiate the final transaction price of the underlying asset and determine it in the restructuring report. However, the issuance of shares has been determined, not less than 11.98 yuan / share.

According to the announcement, Shengyang Technology's purchase of CCCC Technology's assets includes two parts: CCCC Technology's original government and various industries' emergency communication business, maritime ship communication business, aviation security communication business and special communication services of relevant departments; transportation and communications group plans to inject CCCC technology's satellite communication terminals and emergency communication equipment development and sales, domestic VSAT communication business operations and services, satellite Internet big data operations and services, satellite communication application development and value-added services and other related services.

In this acquisition, Shengyang Technology also plans to raise supporting funds from the non-public issuance of shares to specific targets, and the total amount of supporting funds raised shall not exceed 100% of the amount of assets purchased by the issuance of shares, and the number of shares issued shall not exceed 30% of the total share capital of the listed company before the issuance.

The counterparty to the transaction, Transportation and Communications Group, which is actually controlled by the State Communications Beidou (Hainan) Science and Technology Investment Group Co., Ltd., is the second largest shareholder of Shengyang Technology.

In February this year, Shengyang Electric Appliances, the controlling shareholder of Shengyang Technology, transferred its 22.97 million shares of Shengyang Technology (accounting for 7.69% of the company's total share capital) to SCOM Beidou by way of agreement. The transaction price was 11.68 yuan per share, totaling 268 million yuan. After the completion of the transaction, Zhang Jun, Kong Xianglun and Gu Cheng, who have the background of CcCC Beidou, began to concurrently serve as directors of Shengyang Technology.

The restructuring plan shows that after the completion of the transaction, the controlling shareholder of the listed company is still Shengyang Electric Appliances, and the actual controllers are still Ye Liming and Xu Fengjuan, and the transaction will not lead to a change in the control and actual controller of the listed company.

At the same time, the plan also points out that the communications group will participate in the follow-up development of listed companies, form a diversified equity structure and a market-oriented corporate governance structure, effectively integrate the superior resources of both sides, and comprehensively enhance the sustainable operation ability and profitability of listed companies.

At the same time, CCCC Technology will make use of the capital and mechanism advantages of the listed company platform, increase innovation, strengthen the development of high-end products in the field of satellites, focus on the development of localization substitution products for related industries and fields with urgent localization needs, break the monopoly of foreign products in the domestic market, and do a good job in the strategic layout of high-end industries such as the full range of maritime satellite air stations, as well as high-end industries such as domestic VSAT terminal intelligent manufacturing and individual emergency equipment.

The target company's circle of friends is "tall"

Founded in 2003 with a registered capital of 20 million yuan, the target company, CCCC Technology, is a national high-tech enterprise in satellite communications and terminal equipment research and development, sales and technical services. The actual controller of the target company is the China Communications and Communications Information Center, and the China Communications and Communications Information Center (CTTIC) is a bureau-level institution directly under the Ministry of Transport, and implements the administrative head responsibility system.

At present, the business of CCCC Technology is mainly divided into four categories: government and various industries emergency communication business, maritime ship communication business, aviation security communication business and special communication services of relevant departments. The company adheres to the sustainable development of enterprises with independent research and development, and has successively developed a series of satellite communication hardware products and application systems such as "emergency satellite communication box" and "emergency satellite video box". At present, it has 5 invention patents, 19 utility model and appearance patents and 65 software copyrights.

CCCC Technology is currently the only legal institution in China that provides full-service support for marine satellite communication for national ministries and commissions and various industries for safety emergency communication support services, is the largest terminal equipment sales, platform development and technical service guarantee enterprise in the field of marine satellites in China, is the first enterprise in China to provide cockpit maritime satellite communication terminal postloading services for civil aviation aircraft, and is one of the most important suppliers of satellite communication equipment required in China's special fields.

From the perspective of the "circle of friends", CCCC Technology is the Beijing Mobile Satellite Application Engineering Technology Research Center and the Beijing Patent Pilot Unit. The announcement also pointed out that CCCC Technology has high-quality customer resources such as ministries and commissions of the State Council, local governments, CCTV, Xinhua News Agency, Huawei, China Merchants Group, China COSCO Shipping Group, and China State Shipbuilding Industry Group.

The strategic goal of CCCC Technology is to become the main force in the construction of a transportation power, to become a leading manufacturer of high-end satellite products in China, and an excellent satellite communication business operation and service provider in the world.

After the completion of the transaction, Shengyang Technology will add satellite communication business layout on the basis of the original RF communication cable and other businesses, and further expand the communication equipment and materials business to further enhance the diversification of the product system; at the same time, it can give full play to the technology, research and development and product advantages of CCCC Technology and the precision manufacturing capabilities and marketing advantages of Shengyang Technology, stabilize the strategic cooperative relationship of mutual dependence, achieve complementary advantages, and enhance the core competitiveness of listed companies.

The new independent director has a lot to offer

At the same time as announcing the restructuring plan, Shengyang Technology also issued the announcement of the resolution of the eighteenth meeting of the fourth board of directors, in which the change of independent directors was quite eye-catching, the original independent director Of the Company, Jin Ying, resigned as an independent director of the Company for personal reasons, and the Board of Directors added Zhou Zixue as an independent director of the Company.

According to the data, Mr. Zhou Zixue, born in 1956, doctoral candidate, senior accountant. He has served as chairman of SMIC Integrated Circuit Manufacturing Co., Ltd., independent director of Hisense Vision Technology Co., Ltd., chief economist and chief financial officer of the Ministry of Industry and Information Technology, and has 40 years of experience in the electronic information industry. He is currently the chairman of Jiangsu Changdian Technology Co., Ltd., the executive vice president of China Electronic Information Industry Federation, and an independent director of Yunnan Nantian Electronic Information Industry Co., Ltd.

It can be seen that Mr. Zhou has served as the leader of the national competent department, and has successively served as the chairman of two leading enterprises in China's semiconductor chip industry, with both the leadership background and resources of the competent department and the actual enterprise experience, it can be said that Zhou Zixue has an important influence in the field of semiconductor chips in China.

For the capital market, Zhou Zixue's experience in performing his duties at SMIC and Changdian Technology may be more familiar to investors.

SMIC Integrated Circuit Manufacturing Co., Ltd. is Chinese mainland large-scale and technologically advanced integrated circuit chip manufacturing enterprise, listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the main board of the Hong Kong Stock Exchange. In August 2021, SMIC International Integrated Circuit Manufacturing Co., Ltd. ranked 382nd in the 2021 Fortune China 500 list. Currently, Zhou Zixue is also an executive director of SMIC (688981). As of the close of trading on November 12, SMIC's market capitalization was 443.862 billion yuan.

Jiangsu Changdian Technology Co., Ltd. (600584) is the world's leading integrated circuit manufacturing and technology service provider, providing a full range of one-stop service for the manufacture of finished chips, with a current market value of 57.6 billion yuan. According to the list of the top ten global closed tests in 2020 released by ChipInsights, JCET ranks third among the top ten OSAT manufacturers in the world with an estimated revenue of 25.563 billion yuan, and the first in the Chinese mainland.

The semiconductor chip industry is one of the most important industries in our country at present and even in the future, related concept stocks are hot in the capital market, and Shengyang Technology has hired Zhou Zixue, a big man in the chip industry, as an independent director, which makes people think of it.

(Editor: Peng Bo)