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Pingtan Development Equity Transfer Was Concerned Company Reasons for Change of Control Rights were Inquired

April 15, 2019 01:11
source: Capital state

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April 14th,Pingtan DevelopmentDisclosed the letter of concern from the Shenzhen Stock Exchange Company regarding Zhongfu Strait (Pingtan) Development Co., Ltd.

Pingtan Development published "On Holding" on March 15, 2019shareholderThe change of the upper-level shareholding structure and the suggestion that the actual controller intends to changeannouncement(hereinafter referred to as "Prompt Announcement") said that Liu Hao signed a contract with Sun Shiqi on March 13th.Equity transferThe Agreement stipulates that 51% of the shares of Hong Kong Yamada International Investment Co., Ltd. (hereinafter referred to as "Hong Kong Yamada", indirect controlling shareholder of Pingtan Development) will be transferred to Sun Shiqi; on March 14, Sun Shiqi and Associate Director of Pingtan Development Chang Zhiming signed the "Power of Attorney" and entrusted the voting rights of the transferred shares to Wang Zhiming. Wang Zhiming's shareholding in voting rights will account for 27.22% of the total share capital of Pingtan Development and become the actual controller of Pingtan Development.

It is reported that Sun Shiqi’s purchase of equity is for financial investment and does not seek control of listed companies. In order to further ensure the stability of Pingtan's development control, Sun Shiqi promised not to reduce his holding of Hong Kong Yamada shares within one year, and signed a three-year irrevocable vote with Wang Zhiming on March 19 and April 9, 2019 respectively. The Supplementary Agreement and the Concerted Action Agreement.

In addition, in order to raise this equity transfer, Sun Shiqi borrowed 360 million Hong Kong dollars from Xie Bing.interest rate5%, the loan period is 36 months, the interest for the first two years is paid annually, and the interest for the last year is repaid with the principal. Shanghai Hexu Industrial Co., Ltd. controlled by Sun Shiqi provides joint guarantee guarantee for this loan.

For the above matters, the company requested the company to verify the following:

1. Describe the basis for determining the equity transfer and voting rights entrustment as a package transaction.

2. Explain whether Sun Shiqi has the right to vote after signing the “Equity Transfer Agreement” and before the voting power is entrusted. If yes, please indicate whether the actual controller of Pingtan Development has been changed to Sun Shiqi; if not, please explain Sun Shiqi’s In the case of voting rights, the voting power is entrusted and it is reasonable to determine that Wang Zhiming has become the actual controller of Pingtan Development.

3. Explain the measures taken by Wang Zhiming to obtain the actual control of Pingtan Development, the planning process, and the measures taken to stabilize the control rights;

4. Explain that Wang Zhiming does not purchase a small amount of shares in Hong Kong's Yamada (for example, if he acquires 2% of the equity of Hong Kong Yamada, Wang Zhiming's shareholding ratio can increase by 51% from 49%), and the actual price of the listed company is obtained by accepting Sun Shiqi's voting rights. The reason for control.

5. Explain whether there is a risk of the actual controller change due to Sun Shiqi's inability to pay interest on time and repay the principal due to the creditor's recovery.

6. Explain that the control parties at all levels of Shantian Industrial agree that Shantian Industrial provides guarantee for the non-controlling shareholder's nuclear resources, and whether China Nuclear Resources and its controlling parties at all levels provide counter-guarantee measures for Yamada Industries;

7. Please Pingtan Development to supplement the disclosure of the measures to be taken in the future to stabilize Pingtan's development control.

(Article source: Capital State)

                (Editor: DF395)

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