Xiaomi headset manufacturer Wanmo Acoustic Reorganization failed to go public: not approved


Editor’s note: This article is from WeChat public account “Lei Di touch network” (ID: touchweb), author Lei Jianping, 36 氪 released with permission.A-share company Gongda Electroacoustic (002655.SZ) recently issued an announcement saying that it received a notice from the China Securities Regulatory Commission on December 12, 2019, and the company’s absorption and merger of Wanmo Acoustics Technology Co., Ltd. and related transactions had not been reviewed by the Securities Regulatory news directly caused the total stock price of GDDA to fall.According to reports, the original controlling shareholder of Gongda Electroacoustics was Weifang Hi-Tech, and the original actual controllers were Zhao Duren, Yang Jinjun, Dong Xiaomin, and Ge Xiangjun.In December 2017, Weifang Hi-Tech and Wansheng Acoustics’ subsidiary Ai Acoustics signed an acquisition agreement. Weifang Hi-Tech transferred all 15.27% of its shares in Ai Acoustics to Ai Acoustics.The transfer of shares has been completed on March 6, 2018.As of September 30, 2019, the shareholding structure of Gongda Electroacoustic changed after the transfer of shares was registered. The controlling shareholder became Aisheng Acoustics and the actual controller became Xie Guanhong.In this transaction, Gongda Electroacoustics intends to acquire 100% equity of Wanmo Acoustics by privately issuing shares to all shareholders of Wanmo Acoustics, thereby absorbing and merging Wanmo Acoustics.Gongda Electroacoustics is the absorbing merger party, and Wan Mo Acoustics is the absorbed merger party.After the completion of the absorption merger, Wanmo Acoustics will cancel the legal person status. As a surviving company, GD Acoustics will undertake (or undertake through its wholly-owned subsidiaries) all assets, claims, debts, businesses, personnel andAt the same time, 54.98 million shares of Acoustic Acoustics held by Ai Acoustics will be cancelled accordingly, and all shareholders of Wan Mo Acoustics will become shareholders of GD Acoustic.Gongda Acoustic paid the entire consideration for the absorption and merger by issuing a total of 619,892,973 A shares to the counterparty. This transaction does not involve cash payment.Wan Mo Acoustic’s restructuring and listing method is to issue new shares. However, according to the valuation of the underlying assets, the transaction price is set at 3.359 billion yuan.After deducting 15.27% of the equity value of the listed company held at 299,799,600 yuan, accounting for 62.667% of the listed company’s 2018 consolidated audited financial and accounting reporting period attributable to the owner’s equity of 485,895,600 yuan, more than 50%, and more than 50 millionyuan.According to the “Administrative Measures for the Major Assets Reorganization of Listed Companies”, this transaction constitutes a major asset reorganization of listed companies, and this transaction needs to be submitted to the China Securities Regulatory Commission M & A and Reorganization Review Committee for review.The failure of the Securities Regulatory Commission to review this transaction means that Wanmo Acoustic Reorganization failed to go public.The materials submitted by Xiaomi Shun for the continuous decline of its shareholdings show that Xiaomi had previously held 33.22% of Wanmo Acoustics through People Better Limited, the largest shareholder; Shunwei Capital held 21.02 through Shunwei TMT (Hong Kong) Limited.% Equity, the second largest shareholder.Wanmo Acoustics’ equity situation on July 31, 2017 (with Leidi Network Map) On December 15, 2017, PeopleBetterLimited, ShunweiTMT (HongKong) Limited signed an equity transfer agreement and other related agreements with Shanghai Chitai Asset Management Co., Ltd.PeopleBetterLimited and ShunweiTMT (HongKong) Limited respectively transferred their 15.31% equity and 7.13% equity in Wanmo Acoustics to Shanghai Chitai Asset Management Co., Ltd. at a consideration of 113,321,635 yuan equivalent USD and 52,774,870 yuan equivalent value.On December 15, 2017, ShunweiTMT (HongKong) Limited proposed to transfer its 2.56% equity of Wanmo Acoustics to Ningbo Yongxin Phase Equity Investment Partnership (Limited Partnership) at a consideration of US $ 2,752,000 equivalent of RMB18,948,621).Since the completion of Wanmo Acoustics’ registration of industrial and commercial changes in equity transfer in December 2017, Xie Guanhong, through his actual control, Plus One Hong Kong, HKmore Holdings Limited, Shenzhen Wanmo Guanxing Technology Enterprise (Limited Partnership), Shenzhen Wanmo Shuntian TechnologyEnterprise (Limited Partnership), Shenzhen Wanmo Yingren Technology Enterprise (Limited Partnership), Shenzhen Wanmo Renju Technology Enterprise (Limited Partnership), Shenzhen Wanmo Hengqing Technology Enterprise (Limited Partnership) holds 33.00% equity of Wanmo Acoustics,Thousands of magic acoustics major shareholders.As of December 2019, Wanmo Acoustics’ equity structure started from Xiaomi Piston Headphones, which became the explosion model of Xiaomi’s ecological chain. It also launched its own brand 1MORE, inviting singer Jay Chou to become “1MORE Creative Officer” and gradually gained popularity in the industry.In recent years, Wanmo Acoustics has also weakened the impact of Xiaomi on the company, and Xiaomi and Shunwei’s shareholdings have also declined.As of December 2019, PeopleBetterLimited holds 11.15% and ShunweiTMT (HongKong) Limited holds 7.1897%.The audit report shows that the revenue of Wanmo Acoustics in the first half of 2019, 2018, 2017, and 2016 was 839 million yuan, 932 million yuan, 618 million yuan, and 429.7 million yuan.As of June 30, 2019, December 31, 2018, December 31, 2017, and December 31, 2016, the book balances of accounts receivables of Wanmo Acoustics were 618 million yuan, 457 million yuan, and 2.39 respectively.100 million yuan, 179 million yuan, and provision for bad debts were 13.39 million yuan, 13.36 million yuan, 12.05 million yuan and 1.135 million yuan.(Cover image from