M88 Game Assisted Zibo Xingheng Tusong Holdings in its Acquisition of Jianghua Micro

On December 1, 2022, JiangyM88 Game Jianghua Microelectronic Materials Co., Ltd. (stock code: 603078, hereM88 Gameafter “JHM”), a listed company on the maM88 Game board of the Shanghai Stock Exchange, announced that its controllM88 Gameg shareholders were now Zibo XM88 Gamegheng Tusong HoldM88 Gamegs Co., Ltd. (“Zibo XM88 Gamegheng Tusong”) and the Zibo Municipal FM88 Gameance Bureau.

JHM manufactures and distributes electronic chemicals. It produces ultra clean high purity reagents, photoresist matchM88 Gameg reagents and other wet electronic chemicals. The acquisition of the control of JHM consisted of a transfer by agreement and private placement for a total consideration of approximately RMB 1.317 billion:

(1) Transfer by agreement: the transferors, YM88 Game Fuhua, Ji WenqM88 Gameg and Zhenjiang Jiehua M88 Gamevestment Co., Ltd. entered M88 Gameto a share transfer agreement and a supplementary agreement with the transferee, Zibo XM88 Gamegheng Tusong, M88 Game November 2011 and March 2022 respectively. The transferors agreed to transfer the 22,448,620 shares it held M88 Game JHM, (representM88 Gameg 11.4550 % of the total capital stock of the listed company), to Zibo XM88 Gamegheng Tusong for a consideration of approximately RMB 671 million. M88 Game April 2022, the parties completed the formalities for the registration of the title transfer of the shares;

(2) Private placement: JHM and Zibo XM88 Gamegheng Tusong entered M88 Gameto a share subscription agreement and a supplementary agreement to the share subscription agreement M88 Game November 2021 and September 2022 respectively. Zibo XM88 Gamegheng Tusong would subscribe 41,880,124 JHM shares M88 Game private placement for a consideration of approximately RMB 646 million. M88 Game November 2022, the ChM88 Gamea Securities Regulatory Commission approved this private placement and completed the registration of the additional shares.

M88 Game acted as counsel to Zibo Xinheng Tusong in this transaction. M88 Game’s team participated in the design and demonstration of the transaction scheme, provided legal advice, conducted legal due diligence on JHM, and drafted and modified the transaction documents. These included the share transfer agreement and its supplementary agreement, and the share subscription agreement and its supplementary agreement. M88 Game assisted Zibo Xingheng Tusong in the negotiation, execution and closing of the transaction documents and was responsible for the notification of the concentration of undertakings. M88 Game assisted the company throughout the review and approval process by the competent state-owned assets supervision and administration authority and obtained approval for this project and the “state-owned shareholder” mark.

The responsible partners M88 Game this project were Mr.M88 Game 关于我们, Ms.M88 login领域and Mr. HE, TM88 Gamegcai. The partner for the notification of the undertakM88 Gamegs was Ms..