Bank of China contributes to a $600 million USD syndicated loan to facilitate JAC Capital and Wise Road Capital's acquisition of NXP Semiconductors' RF Power business

Project narrative

On May 28, 2015, Beijing JianGuang Asset Management Co., Ltd. (JAC Capital) — a Chinese state-owned investment company and private equity firm jointly owned by China State Construction Investment Management (Tianjin) Co., Ltd., which was 75.72% owned by CCIC Huake Investment Co., Ltd. (de facto wholly-owned by Construction Investment Holding Co., Ltd.) and 24.28% by Construction Investment Holding Co., Ltd., which was a wholly-owned subsidiary of China Construction Bank Investment Co., Ltd., a wholly-owned subsidiary of Central Huijin Investment Co., Ltd., a wholly-owned subsidiary of China Investment Corporation (CIC) (51% stake) and Jianping (Tianjin) Technology Information Consulting Partnership (Limited Partnership), a vehicle owned by eight Chinese investors (49% stake) — announced that it entered into an agreement to purchase the Radio Frequency (RF) Power business of NXP Semiconductors N.V. — a Dutch semiconductor designer and manufacturer headquartered in Eindhoven, the Netherlands — for a consideration of $1.8 billion USD. Then, on December 2, 2015, a syndicate of three Chinese banks, the Luxembourg Branch of Bank of China (BOC), the Export-Import Bank of China, and the Banking Department of China Minsheng Banking Corp., Ltd. (CMBC), signed a $600 million USD syndicated merger & acquisition (M&A) loan agreement with Ampleon Coöperatief U.A. — a Netherlands-incorporated holding company of the RF Power business of NXP wholly-owned by Hong Kong-incorporated holding company Rui Kong Holdings Limited, a joint venture of Hefei Ruicheng Industrial Investment Co., Ltd., which is fully-owned by JAC Capital (77.41% stake) and China Wealth Growth Fund II L.P., a Cayman Islands-incorporated special purpose vehicle (SPV) of Chinese private equity firm Wise Road Capital LTD (22.59% stake) — to facilitate the acquisition of the RF Power business. This loan carried a maturity period of five years, a final maturity date of five years from the drawdown date and an interest rate of LIBOR plus a margin of 3.7%. Record ID#102547 captures BOC Luxembourg Branch's contribution. Record ID#102600 captures China Eximbank's contribution. This loan was secured by (i.e. collateralized against) a pledge/mortgage on (1) a bank account deposit of Ampleon Netherlands B.V.; (2) Ampleon Netherlands B.V.'s accounts receivable and other contractual rights (including service agreements); (3) the inventory of Ampleon Netherlands B.V.; (4) machinery and equipment of Ampleon Netherlands B.V.; (5) the intellectual property rights of Ampleon Netherlands B.V.; (6) real estate of Ampleon Netherlands B.V.; (7) all equity interest in Rui Kong Holdings Limited; (8) all equity interest in Ampleon Coöperatief; (9) all equity in terest in Ampleon Netherlands B.V.; (10) all equity interest in Ampleon USA, Inc.; (11) all equity interest in Ampleon Semiconductor (Shanghai) Co., Ltd.; (12) all equity interest in Ampleon Philippines, Inc.; (13) all equity interest in Ampleon Sweden AB; (14) all equity interest in Ampleon France SAS; (15) all equity interest in Ampleon (Hong Kong); (16) Ampleon USA, Inc.’s bank account deposits, accounts receivable, and other contractual rights; (17) Ampleon Semiconductor (Shanghai) Co., Ltd.'s machinery and equipment and accounts receivable; (18) Ampleon Philippines, Inc.'s machinery and equipment and/or inventory; (19) a bank account deposit in Ampleon Sweden AB; (20) a bank account deposit in Ampleon France SAS; (21) the assets of Ampleon Hong Kong Ltd.. On December 2, 2015, Rui Kong Holdings Limited, Ampleon Coöperatief U.A., and BOC Luxembourg Branch signed am agreement in which Rui Kong Holdings Limited pledged all its shares in Ampleon Coöperatief U.A. and related rights and interests (excluding voting rights) such as dividends to BOC Luxembourg Branch to serve as collateral. Additionally, on December 2, 2015, Hefei Ruicheng Industrial Investment Co., Ltd., China Wealth Growth Fund II L.P., and BOC Luxembourg Branch signed the Share Pledge Agreement, in which Hefei Ruicheng and China Wealth pledged all their shares in Rui Kong Holdings Limited to BOC Luxembourg Branch to serve as collateral. BOC Luxembourg Branch served as sole lead arranger and bookrunner. As of August 31, 2017, the outstanding loan balance was $320 million USD. As of December 19, 2017, the outstanding loan balance was $275 million USD. NXP's RF Power business was considered to be one of the world's market leaders in high performance RF power amplifiers (semiconductors that amplify radio signals used to transmit information between electronic devices). It primarily focused on the cellular base station market, although with expected growth opportunities in industrial lighting, next generation cooking, and automotive electronic ignition systems. In 2015, the RF Power had a 24.1% share of the global RF power semiconductor market worldwide in 2015, the world's second most. Its customers included Samsung Electronics, Siemens Aktiengesellschaft, NEC Corporation, and Huawei Technology Co.. RF Power is a leader in core components for base station communications, with its RF Power's technology was viewed as core to mobile communications, radar, electronic warfare systems, aerospace applications, and satellites and broadly China's civil and military fields. As an acquisition in the semiconductor industry, the acquisition of the RF Power was expected to help China become a world lead in semiconductors. The acquisition included the entire scope of the NXP RF Power business (all assets primarily used for manufacturing, research, and development of RF power amplifiers), all relevant patents and intellectual property used exclusively or predominantly for the RF Power business, a royalty-free license to use all other NXP patents and technologies required by RF Power business, the NXP back-end manufacturing facility at Philips Avenue, LISP 1, Barrio Diezmo Cabuyao City, Laguna, Philippines. focused on advanced package, test, and assembly of RF Power products, the building located at Halfgeleiderweg 8, 6534 AV, Nijmegen, The Netherlands that housed the RF Power business's management and some testing labs, and approximately 2,000 NXP employees primarily engaged globally in the RF Power business, including its entire management team, which would be transferred to an independent company incorporated in the Netherlands, to be 100% owned by JAC Capital upon closing of the acquisition. It included the sales and support of the complete line-up of silicon-based LDMOS and gallium nitride (GaN) RF power products. The acquisition was expected to close during the second half of 2015, pending required regulatory approval and employee representative consultations. The acquisition was subject to review and approval by the U.S. Federal Trade Commission (FTC), the European Commission, China's Ministry Commerce (MOFCOM), and other agencies in connection with their review of NXP's proposed acquisition of Freescale Semiconductor, Ltd. (NXP planned to use the proceeds of the RF Power business to partly fund the acquisition of Freescale). The FTC mandated the sale of the RF Power business in order to allow the $11.8 billion USD acquisition of Freescale to proceed, as Freescale and NXP combined supplied 60% of the world's RF power amplifiers, making an acquisition with the assets in tact one that would significantly reduce competition. The FTC consented to the sale of the assets to JAC, which would allow it to compete the RF power amplifier market in lieu of NXP. Under the sales and purchase agreement of all shares outstanding and issued in shared capital in Samba N.L., JAC Capital acquired Samba N.L., a Netherlands-incorporated holding company established to hold the assets of the RF Power business for the acquisition. JAC Capital brought on China Wealth Growth Fund II L.P. to take a 22.59% stake in the Samba assets, while JAC Capital acquired a 77.41% stake in assets. The acquisition was completed on December 7, 2015; upon completion of the acquisition, the RF Power business was renamed Ampleon Coöperatief U.A., with its headquarters in Nijmegen, the Netherlands. Ampleon had 1,250 employees with 16 engineering, sales, and manufacturing facilities. In November 2017, Chinese company Aurora Optoelectronics Co., Ltd. — a Chinese manufacturer of fiber optic products company listed on the Shanghai Stock Exchange — entered into an agreement to acquire from JAC Capital a 77.41% stake in Ampleon, via the acquisition of a 100% stake in Hefei Ruicheng Industrial Investment Co., Ltd., which owned a 77.41% stake in Rui Kong Holdings Limited, a holding company for Ampleon, for a consideration of RMB 7.19 billion ($1.09 billion USD), with China Wealth Growth Fund II L.P. retaining the 22.59% stake in Ampleon. Aurora Optoelectronics would settle the transaction via the issuance of new shares. Aurora expected that the acquisition of Ampleon would allow it to expand its 5G mobile network in China via its RF technology. However, this acquisition did not proceed Then, in 2022, the Jiangsu Branch of the Industrial and Commercial Bank of China (ICBC) issued a loan to Wuxi Xichanweixin Semiconductor Co., Ltd. — a Chinese state-backed semiconductor and chip company based in Wuxi, Jiangsu Province with its largest shareholder being Wuxi Industry Development Group Co., Ltd. (an entity owned by the Wuxi Government) — to support its acquisition of a 100% stake in Ampleon Coöperatief U.A. (a Netherlands-incorporated and headquartered semiconductor company and the former radio frequency business of NXP Semiconductors N.V.) for a consideration of over $1.48 billion USD. Record ID#102602 captures ICBC's contribution.