JingAo Solar Co., Ltd signed an agreement to acquire Qinhuangdao Tianye Tolian Heavy Industry Co., Ltd. in a reverse merger transaction.
January 20, 2019
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JingAo Solar Co., Ltd signed an agreement to acquire Qinhuangdao Tianye Tolian Heavy Industry Co., Ltd. (SZSE:002459) in a reverse merger transaction on January 20, 2019. Under the terms of the transaction, Qinhuangdao Tianye Tolian Heavy Industry Co., Ltd will issue 953 million shares to the shareholders of JingAo Solar with a lock up period will be 36 months since issuance date. Post completion, Ningjin Jingtaifu Technology Co., Ltd. will become Qinhuangdao Tianye Tolian Heavy Industry's holding stockholder. In a related transaction, Hua Jianxing Industry Investment Co., Ltd. agreed to acquire all assets and liabilities of Qinhuangdao Tianye Tolian Heavy Industry Co ., Ltd. on January 20, 2019.
The transaction is subject to Board and shareholder approval of Qinhuangdao Tianye Tolian Heavy Industry and is subject to approval by China Securities Regulatory Commission. The transaction is approved by the Board of Qinhuangdao Tianye Tolian Heavy Industry and by the shareholders of JingAo Solar Co., Ltd. The transaction is also approved by the parent and owners of JingAo Solar Co., Ltd and by the shareholders of Ningjin Jingtaifu Technology Co., Ltd. and Ningjin Qichang Electronic Technology Co., Ltd, shareholders of JingAo Solar Co., Ltd. On May 27, 2019, the transaction was approved by the 22nd session of the 4th directorate meeting of Qinhuangdao Tianye Tolian Heavy Industry Co., Ltd. On June 12, 2019, the shareholders of Qinhuangdao Tianye Tolian Heavy Industry Co., Ltd. approved the transaction. The transaction obtained approval from the State Administration for Market Regulation in its issued decision of antitrust review of no implementation of further review on August 7, 2019. On October 28, 2019, Qinhuangdao Tianye Tolian Heavy Industry Co., Ltd. received approval from China Securities Regulatory Commission.
Shao Luwei, Zhang Lei, Wang Jianjiang, and Li Zhongsheng of CSC Financial Co., Ltd. (SEHK:6066) acted as financial advisors, Sun Ji and Liu Zhihui of King & Wood Mallesons acted as legal advisors, Wu Xue and Wan Qing of BDO China SHU LUN PAN Certified Public Accountants LLP acted as accountants and Yuan Tao and Zhang Qi of Shanghai Certified Public Accountants acted as accountants to Qinhuangdao Tianye Tolian Heavy Industry Co., Ltd.
JA Solar Technology Co Ltd is a China-based company mainly engaged in the research and development, production and sales of silicon wafers, solar cells and solar modules. The Company is also engaged in the development, construction and operation of solar photovoltaic power plants. The Company's main products are solar modules, including polycrystalline silicon solar modules and monocrystalline silicon solar modules. Its silicon wafers include monocrystalline silicon wafers and polycrystalline silicon wafers. Its monocrystalline silicon wafers are mainly used for processing monocrystalline silicon solar cells, while its polycrystalline silicon wafers are mainly used for processing polycrystalline silicon solar cells. Its solar cells mainly include monocrystalline silicon cells and polycrystalline silicon cells. The Company mainly distributes its electricity produced by photovoltaic power plants to grid companies. The Company conducts its businesses in domestic and overseas markets.
JA SOLAR TECHNOLOGY CO., LTD. 
