Orient's quasi-curve acquisition of overseas semiconductor assets under the registered capital of 6.6 billion

After nearly five months of suspension, the major asset restructuring of Orient (600666, SH) has finally made significant progress. On the evening of September 18, the company announced that it had signed a "Framework Agreement on Major Asset Restructuring Transactions" with the target company and its shareholders. While the specific plan remains undisclosed, the move appears to be a major strategic shift for the company. The restructuring involves Hefei Ruicheng Industrial Investment Co., Ltd., which holds key assets such as Ampleon in the Netherlands—a leading player in the semiconductor industry. This suggests that the deal may involve overseas acquisitions, adding complexity to the process. Additionally, the registered capital of Hefei Ruicheng is 6.654 billion yuan, significantly larger than Orient's 1.227 billion yuan, raising questions about how the smaller company can acquire a business several times its size. On September 19, Orient held an investor briefing following a year-long stock discount. The company’s management emphasized that the restructuring aims to expand its industrial chain from semiconductor materials to devices, leveraging advanced technologies in new-generation communications and power conversion. However, the path forward is not without challenges. The transaction structure involves a "snake swallow" acquisition style, where Orient’s current shareholders are transferring shares to the company’s actual controller. In exchange, the company will issue shares and raise matching funds for the Hefei Ruicheng project. This raises concerns about potential related-party transactions, as the company’s controlling party is already in talks with Hefei Ruicheng’s original shareholders. Regulatory scrutiny is expected, given the scale of the deal and the involvement of overseas assets. Financial analyst Ai Tangming pointed out that the restructuring could potentially qualify as a backdoor listing, and whether it involves cross-border fund flows and share issuance is under close watch by regulators. Notably, CITIC Securities also plays a role in this deal. According to Hefei Ruicheng’s 2016 annual report, CITIC M&A Fund Management Co., Ltd.—a subsidiary of CITIC Securities—appears as one of the major shareholders. This adds another layer of complexity to the transaction. Orient’s recent stock performance has been volatile, and the fundraising plan was adjusted from 2.022 billion yuan to 1.695 billion yuan. However, the initial non-public offering plan expired last month, according to CSRC and Shanghai Stock Exchange regulations. As the details continue to unfold, investors and analysts remain closely watching the next steps in this high-stakes restructuring.

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