Recently, Beijing UniStrong Technology Co., Ltd. (stock code: 002383,"UniStrong","listed company") announced that the controlling shareholder of UniStrong has changed from the natural person Guo Xinping to Zhengzhou Airport Xinghui Electronic Technology Co., Ltd ("Xinghui Electronic"), and the actual controller has changed to the Management Committee of Zhengzhou Airport Economic Comprehensive Experimental Zone. On behalf of the acquiring party, Zhengzhou Airport Xinggang Investment Group Co., Ltd. ("Xinggang Investment Group"), and the wholly owned subsidiary, Xinghui Electronic, JunHe provided the whole legal service to acquire the UniStrong Control Transaction (hereinafter referred to as "this transaction" or "this project").
The plan of this transaction included two parts: the share transfer and voting right entrustment, whereby Guo Xinping transferred his 9.7048% of the shares of listed company to Xinghui Electronics, and at the same time, he entrusted his 10.2952% shares and corresponding voting rights of the listed company to Xinghui Electronics for exercise. After the completion of this transaction, Xinghui Electronics became the shareholder with the largest proportion of voting rights in UniStrong, through direct shareholding and voting rights entrustment.
Xinghui Electronics, the acquiring party of this transaction, is a wholly owned subsidiary of Xinggang Investment Group. Established on October 9, 2012, with a registered capital of 20 billion yuan, Xingang Investment Group is a wholly state-owned company under the Management Committee of the Zhengzhou Airport Economic Comprehensive Experimental Zone. It has more than 120 wholly owned and participating holding enterprises and branches, with total combined assets of more than 170 billion yuan and net assets of more than 50 billion yuan.
The acquired party of this transaction, UniStrong, has been listed on the small and medium-sized board of the Shenzhen Stock Exchange since 2010. It has Beidou high-precision satellite positioning and navigation and spatiotemporal information applications as its main business direction, and provides Beidou high-precision product services and "cloud + end" all-round industry solutions for the industry market. It focuses on Beidou’s high-precision business, Beidou’s mobile interconnection business, its spatiotemporal information service and its guidance integration.
In this transaction, JunHe provided the acquiring party with the whole process of legal services, such as carrying out a comprehensive legal due diligence investigation on the listed company and its important subsidiaries, participating in the negotiation between the acquiring party and Guo Xinping, the former controlling shareholder of UniStrong, and provided targeted transaction plan suggestions for the acquiring party in combination with the actual situation of the other party to the transaction. JunHe lead the drafting, modification and finalization of a full set of transaction documents such as the Agreement on Intent to Transfer Shares, the Agreement on Share Transfer, and the Agreement on Irrevocable Voting Authorization, assisted the acquiring party in completing the application for the state-owned assets review and approval, and obtained the reply of the state-owned assets regulatory authority. JunHe demonstrated the concentration of undertakings involved in the transaction, assisted the acquiring party in completing the anti-monopoly review and the declaration of undertakings and participated in the communication and negotiation between the acquiring party and the other party to the transaction, and its relevant creditors, on the repayment plan and debt repayment arrangements. JunHe’s team assisted in solving the delivery restrictions such as the pledge and freezing of the shares of the listed company held by the other party to the transaction. The businesses involved in the subject matter of this transaction came from all over the country. With the full cooperation of JunHe’s Beijing, Shanghai and Shenzhen offices and the strong support of JunHe’s Anti-monopoly Business Team, JunHe’s team received high praise from the company and the other project participants for its consistent, efficient, rigorous and stable working style and its meticulous and professional attitude.
The leading and main handling partners of this project were DONG, Jianping, CHEN, Guiyang and FENG, Cheng, and partner GONG, Mingfang was responsible for the anti-monopoly review and application of this project.