Text/Sycamore Donkey
On March 9, The IPO application of Wuxi Dekeli Optoelectronic Technology Co., Ltd. for the Science and Technology Innovation Board was approved by the Listing Committee. The second question asked by the Listing Committee on the spot showed that the actual controller acquired control through a management buyout in 2019. The change of the actual controller in May 2019 and the filing of the IPO of the Sci-Tech Innovation Board in October 2021, with an interval of 29 months, are in line with the provisions of the "no change in the actual controller in the last two years" in the IPO of the Sci-Tech Innovation Board. Decoli may be the company with the shortest period from the change of actual controller to the IPO filing of the sci-tech innovation board in the case of the IPO meeting. A total of $220 million was borrowed at the time of the management buyout.
The prospectus discloses: Wuxi Taike Linke Industrial Investment Partnership (Limited Partnership) holds 33.91% of the company's shares, which is the controlling shareholder of the company. The actual controllers of the company are Gui Sang, Qu Jianping and Zhang Shao. Based on the common understanding and common interests of the company's development strategy, gui sang, Qu Jianping and Zhang Shao signed the Concerted Action Agreement in February 2019 to ensure the stability and long-term sustainable development of the corporate governance structure. The partners of Taike Lingke are Gui Sang, Qu Jianping, Zhang Shao and other 3 people. Guisang directly holds 0.96%; Qu Jianping directly holds 0.73%; Zhang Shao directly holds 0.73%; Guisang, Qu Jianping and Zhang Shao indirectly control 33.91% of the company's shares through Taike Link. Therefore, Gui Sang, Qu Jianping and Zhang Shao jointly control 36.33% of the voting rights of the company through direct and indirect shareholding.
At the beginning of the reporting period, the controlling shareholder was Shuobeide, and the actual controller was Zhu Kunhua
According to the prospectus disclosed on March 1, 2022 (the draft of the meeting), the predecessor of the company, Wuxi ZTE Optoelectronic Technology Co., Ltd., was established on January 31, 2000.
At the beginning of the reporting period (early 2018), Dekeli Company had 13 shareholders, and Huizhou Shuobeide Holding Co., Ltd. was the controlling shareholder of the company, holding 40.11% of the company's equity.
According to Tianyan, the full name of Shuobeide Holdings is "Huizhou Shuobeide Holdings Co., Ltd.", which was renamed "Tibet Shuobeide Holdings Co., Ltd." in November 2018, and the shareholders are Zhu Kunhua, Zhu Xudong and Zhu Xuhua, with a shareholding ratio of 57%, 33% and 10% respectively. Therefore, the actual controller of the company at the beginning of the reporting period was Zhu Kunhua. Shobed Holdings is the controlling shareholder of 300322.
In May 2019, the management borrowed 220 million yuan to acquire equity and became the actual controller
On April 30, 2019, Lin Weiping, Decoli Investment, Li Yucheng, Wen Qiaofu and Li Yuzhang signed the Equity Transfer Agreement with Teklein, respectively, whereby Lin Weiping transferred his 11.91% equity interest in Dekeli Limited to Tekleike for 33.348 million yuan, Decoli Investment transferred its 11.29% equity interest in Dekeli Limited to Tekke 11.6120 million yuan, and Li Yucheng transferred his 5.44% equity interest in Tecoli Limited to 1523.20 10,000 yuan was transferred to Tekolingke; Wen Qiaofu transferred his 4.00% equity interest in Dekeli Limited to Teklenke for 11.2 million yuan; and Li Yuzhang transferred his 4.66% equity interest in Dekeli Limited to Tekleico for 13.048 million yuan. On May 7, 2019, Shuobeide Holdings and Taike Lingke signed the Equity Transfer Agreement, and Shuobeide Holdings transferred its 40.11% equity interest in Decoli Limited to Tekke Lingke for 112.308 million yuan. On May 16, 2019, the Administrative Examination and Approval Bureau of Xinwu District of Wuxi City approved the above-mentioned shareholder change of the company.
After the completion of the equity transfer, the shareholders were reduced to 7, and Taike Link held 77.41% of the company's equity, which is the controlling shareholder of the company.
The prospectus disclosed by the company on March 1 (the draft of the meeting) disclosed: In order to complete the equity acquisition, the actual controllers of the issuer, Gui Sang, Qu Jianping, Zhang Shao, and the controlling shareholder Taike Lingke borrowed 55 million yuan from Lan Yichao, 100 million yuan from Lu Jianming, and 65 million yuan from the Wuxi New District Branch of Bank of Jiangsu Co., Ltd., totaling 220 million yuan to pay for the equity transfer.
In May 2019, Gui Sang, Qu Jianping and Zhang Shao obtained the status of the actual controller of the company through the management buyout, and on November 13, 2020, the whole was changed to a joint-stock company, and the IPO of the Science and Technology Innovation Board was declared in October 2021, and the IPO of the Sci-Tech Innovation Board was only 29 months apart, which may be the sci-tech innovation board company whose actual controller changed to the shortest interval period for declaring the IPO.
The second round of inquiry responses disclosed the background of the change in the actual controller during the reporting period
On January 10, 2022 and February 21, 2022, the Company disclosed the response to the first round of audit inquiry letter and the second round of audit inquiry letter. The first question of the first round of review inquiry letter is "On the Change of Control and Equity Transfer", and the third question of the second round of inquiry letter is "About the Change of Control".
Since its establishment, the issuer has undergone a total of three changes of control, and the third change of control occurred in May 2019, when Shuobeide Holdings transferred its 40.11% of the shares held by Decoli to Tekken for RMB112.308 million, resulting in a change in controlling shareholder and a change in actual controller. The background of the change of the actual controller is: The share pledge ratio of Huizhou Shuobeide Wireless Technology Co., Ltd. (300322) held by Shuobeide Holdings is relatively high, facing a higher risk of equity pledge financing, Shuobeide Holdings and its actual controller Zhu Kunhua have greater financial pressure and hope to sell the equity of decoli Limited and other holding subsidiaries to solve the risk of equity pledge financing repayment; ZTE, the issuer's largest customer, is sanctioned by the United States, which has a certain impact on the issuer's business. Potential acquirers have insufficient confidence in the company's future development; the issuer's management has assessed the company's development prospects from various aspects such as technical reserves, customer resources, and industry development prospects, and has confidence in the company's development prospects, and after many consultations with Shuobeide Holdings, finally reached the intention of management acquisition.
Questions regarding the first round of inquiries on the transfer of control
Questions regarding the second round of inquiries on the transfer of control