"STAR Market Daily" October 14th News (Reporter: Guo Hui), Novatek Micro and Anhao High reached a comprehensive settlement after three months of disputes, and Novatek Micro's listed company shareholder, Tianjin Jingwei Huikai Optoelectronic, announced an increase in its shareholding.

Tianjin Jingwei Huikai Optoelectronic announced on the evening of October 13th that the company plans to sign a "Property Share Transfer Agreement" with the 38 partners of Tianjin Economic and Technological Development Zone Nov Inc Enterprise Management Consulting Partnership Enterprise (referred to as "Nov Inc") to acquire their 97.1729% equity in Nov Inc for a total transaction price of 0.1203 billion yuan.

The announcement shows that Nov Inc currently holds 7.9245% of Novatek Micro's equity. Before the completion of this transaction, Tianjin Jingwei Huikai Optoelectronic directly holds 9.1880% of Novatek Micro's equity.

This means that after Tianjin Jingwei Huikai Optoelectronic completes the acquisition of Nov Inc shares, it will collectively control 17.1125% of Novatek Micro's equity through direct and indirect means.

Following the announcement above, Tianjin Jingwei Huikai Optoelectronic rose by the daily limit after opening today (October 14th).

Over the past three months, there have been continuous market rumors regarding the resolution of litigation disputes by Novatek Micro, subsequent developments, partial equity disposal, and Tianjin Jingwei Huikai Optoelectronic, as a shareholder of Novatek Micro, has always been in the eye of the storm.

Laying out the timeline of the past three months:

On July 3rd this year, Nuo Micro announced on its official platform that it has reached a settlement with Nov Inc on all disputes and reached a cross-licensing agreement on certain Chinese patents. Subsequently, there were market rumors about Tianjin Jingwei Huikai Optoelectronic intending to acquire Nuo Micro. Tianjin Jingwei Huikai Optoelectronic's stock price hit the daily limit up.

On July 11 this year, Wei Weiping, a natural person shareholder holding 4.7672% of Nov Inc, listed the transfer of Nov Inc's equity on the Shenzhen United Equity Exchange at a listing price of 76.23 million yuan. At that time, there were market voices claiming that Tianjin Jingwei Huikai Optoelectronic may be a potential acquirer of the relevant equity. On July 11, Tianjin Jingwei Huikai Optoelectronic's stock price rose by 17.03% on the same day.

However, both Nov Inc and Tianjin Jingwei Huikai Optoelectronic denied the above rumors. Nov Inc stated that it had not been in contact with any listed company for merger and acquisition matters and expressed focusing on operating and developing the business to strive for an early IPO. Tianjin Jingwei Huikai Optoelectronic, on the investor interaction platform, stated that if there were any external investment matters, they would disclose according to the rules.

In addition to Wei Weiping, shareholders of Nov Inc such as Guo Fangyun and Meng Jiafu also considered transferring their Nov Inc shares through listing on the Shenzhen United Equity Exchange, with a combined holding of 5.8336%. Currently, the transfers of Wei Weiping and Meng Jiafu have concluded, but it is yet unclear who will acquire the relevant equity or if it will remain unsold. According to the Tianyancha App, Wei Weiping still remains a shareholder of Nov Inc.

Today (October 14), a journalist from 'Star Market Daily' called the securities department of Tianjin Jingwei Huikai Optoelectronic as an investor, and the relevant staff mentioned, "The company has always wanted to enter the semiconductor business, and this acquisition is to increase the stake in Nuo Micro held by them."

After the acquisition, Tianjin Jingwei Huikai Optoelectronic's 17% stake still falls short of China Merchants Securities, the largest shareholder of Nuo Micro (holding 33.28%). As for why the equity of the aforementioned individual shareholders was not acquired to further strengthen control over the invested companies, the staff of Tianjin Jingwei Huikai Optoelectronic said, "The company should consider the overall situation, and any progress will be disclosed through announcements in the future."

It was mentioned that Tianjin Jingwei Huikai Optoelectronic acquired Nuo Micro's equity in July 2020, while Nov Credit's investment in Nuo Micro was around September of the same year. Regarding Nov Credit's role between the two companies, the staff member said, "It is equivalent to a holding platform for related parties, company employees, among others."

According to the announcement by Tianjin Jingwei Huikai Optoelectronic, Chen Jianxiang, the managing partner of Nov Credit, is the brother of Chen Jianbo, chairman and general manager of Tianjin Jingwei Huikai Optoelectronic. The counterparty of this transaction is Nov Credit's 38 partners, including Chen Jianbo and his brother Chen Jianxiang, Tianjin Jingwei Huikai Optoelectronic's director Liu Zhengbing, spouse of director and vice general manager Hoo Yong Keong, and mother of independent director He Yongqiang, Li Chunxiu.

According to the relevant provisions of the GEM stock listing rules of the Shenzhen Stock Exchange, the above individuals are related natural persons of Tianjin Jingwei Huikai Optoelectronic, and this transaction constitutes a related party transaction.

In the announcement, Tianjin Jingwei Huikai's board of directors stated that when reviewing the investment in Noushiwei, 4 of the 9 directors recused themselves from voting as related directors, while the other 5 directors approved the matter; among the 3 independent directors, 1 related director abstained from voting, and 2 independent directors approved the matter.

The transaction plan shows that Tianjin Jingwei Huikai plans to acquire a total of 96.3651% of the partnership enterprise shares held by Noushinshi 37 joint venture partners in cash, with a total transaction price of 0.1193 billion yuan, funded by the company's own funds or self-raised funds. At the same time, its subsidiary plans to acquire 0.8078% of the partnership enterprise shares held by Noushinshi's general partner, Chen Jianxiang, in cash, with a transaction price of 1 million yuan, funded by own funds or self-raised funds.

Regarding the pricing basis of the transaction, the announcement states that it is mainly based on the operating conditions of Noushinshi, the operating performance and future development plans of Noushiwei, and factors negotiated by both parties to ultimately confirm the paid-up capital of Noushinshi's partners as the transaction price for their respective partnership shares, transferring their respective partnership shares.

According to the acquisition price of 0.1203 billion yuan corresponding to 7.9245% equity of Noushiwei, the estimated value of Noushiwei is approximately 1.518 billion yuan.

According to Tianjin Jingwei Huikai's 2023 annual financial report, as of the end of 2023, the total assets corresponding to Tianjin Jingwei Huikai's shares in Noushiwei are 0.136 billion yuan, estimating Noushiwei's total assets to be approximately 1.48 billion yuan. In addition, Noushiwei shareholder Wei Weiping listed transfer prices and corresponding project valuations in July this year, with an estimated valuation of approximately 1.6 billion yuan.

A staff member of Tianjin Jingwei Huikai's securities department stated, "The company is quite bullish on the investment value of Noushiwei project, including its fundamentals, patent layout, etc. Noushiwei has been operating normally."

However, some insiders in the filter chip industry previously told the "Star Market Daily" reporter that all the core technical staff of Noushiwei have left, and the industry ceiling of its existing business is not high.

Regarding the specific details of the current business scale and valuation of Novatech Micro, the above-mentioned Jingweihui Kai staff stated that Novatech Micro is not a subsidiary of the company and is not convenient to disclose at the moment.

As of the time of publication, Jingweihui Kai has not responded to more trading details and the situation of shareholding companies to the reporter of Star Daily.

Jingweihui Kai's main business is the research and development, production, and sales of LCD displays and touch display modules, electromagnetic wires. Its main products include LCD displays, LCD display modules, capacitive touch screens, touch display modules (fully bonded products), protective screen cover glass, bonded aluminum conductors, bonded copper conductors, copper combination lines, etc. These products are mainly used in car displays, home electronics, medical instruments, industrial control, and electrical utilities.

In the first half of this year, Jingweihui Kai achieved a revenue of 1.598 billion yuan, a year-on-year decrease of 1.37%; net income attributable to shareholders was 48.18 million yuan; sales gross margin was 12.71%.

According to the announcement, Novatech Micro was established in 2011 and has undertaken several major national projects since its establishment, successfully completing projects such as the '863 Program,' multiple national natural science foundation projects, as well as key scientific research projects at the provincial, ministerial, and local levels. Novatech Micro has patents in the structure and processing technology of surface acoustic wave resonators, filter / duplex design, module design, and chip packaging, forming a complete set of independent intellectual property technical solutions.