On the evening of September 30, Ningbo Shanshan Co.,Ltd. (hereinafter referred to as "Shanshan Co.") announced that its controlling shareholder Shanshan Group Co., Ltd. (hereinafter referred to as "Shanshan Group"), Shanshan Group's wholly-owned subsidiary Ningbo Pengze Trading Co., Ltd. (hereinafter referred to as "Pengze Trading"), Shanshan Group's administrator, and a consortium of restructuring investors including Jiangsu New Yangzi Trading Co., Ltd. (hereinafter referred to as "New Yangzi Trading"), Jiangsu Xinyang Ship Investment Co., Ltd. (hereinafter referred to as "Xinyang Ship"), Xiamen TCL Technology Industrial Investment Partnership (Limited Partnership) (hereinafter referred to as "TCL Industrial Investment"), and China Orient Asset Management Co., Ltd. Shenzhen Branch (hereinafter referred to as "Orient Asset Management Shenzhen Branch") have signed a "Restructuring Investment Agreement."
According to the agreement, the restructuring investors plan to obtain control of a total of 23.36% of Ningbo Shanshan Co.,Ltd. shares held by Shanshan Group and Pengze Trading through three methods: "direct acquisition + establishing partnership with service trust for acquisition + delegating voting rights of remaining retained shares." If the restructuring succeeds, Ren Yuanlin, the actual controller of New Yangzi Trading, will become the new actual controller of Ningbo Shanshan Co.,Ltd.
The restructuring plan shows that New Yangzi Trading will lead the establishment of a limited partnership with Xinyang Ship as an investor shareholding platform to directly acquire approximately 223 million shares of Ningbo Shanshan Co.,Ltd., accounting for 9.93% of the company's total share capital. New Yangzi Trading should serve as the largest limited partner of the investor shareholding platform, with a shareholding ratio of no less than 40%. Xinyang Ship will participate as a limited partner and be responsible for recruiting entities with corresponding financial strength and industrial background for the investor shareholding platform, transferring part or all of its limited partnership shares in the investor shareholding platform to them. TCL Industrial Investment will directly acquire approximately 43.7009 million shares of Ningbo Shanshan Co.,Ltd., accounting for 1.94% of the total share capital, and delegate its voting rights to the shareholding platform.
Additionally, the administrator may require Xinyang Ship to designate entities to supplement the acquisition of Ningbo Shanshan Co.,Ltd. shares based on creditor choices.
After the court approves the restructuring plan, New Yangzi Trading will jointly establish a limited partnership with the service trust to acquire 20 million shares of Ningbo Shanshan Co.,Ltd., accounting for 0.89% of the total share capital. Orient Asset Management Shenzhen Branch serves as the trust investor and as the priority Class A beneficiary of the service trust. The voting rights of this portion of equity will also be delegated to the investor shareholding platform.
All voting rights of the remaining Ningbo Shanshan Co.,Ltd. shares continuing to be held by the debtor will be delegated to the investor shareholding platform.
According to the above plan, the restructuring investors will acquire a total of approximately 287 million shares (excluding supplementary acquisition target shares) of Ningbo Shanshan Co.,Ltd. through investor shareholding platform holdings, partnership holdings, and direct holdings, with a total consideration of approximately 32.84 billion yuan.
The announcement notes that after signing this restructuring investment agreement, the relevant restructuring plan (draft) still needs to be submitted to the creditors' meeting for voting, complete business concentration filing, and obtain relevant court approval. There remains uncertainty about whether the subsequent restructuring will be successful.
Ningbo Shanshan Co.,Ltd.'s announcement shows that the controlling shareholder has no non-operational fund occupation, irregular guarantees, or other situations that harm the interests of the listed company. The company has independent and complete business and autonomous operation capabilities, maintaining independence from the controlling shareholder in assets, business, and finance. Currently, the company's production and operations are normal, and this matter has not had a significant substantial impact on the company's daily production and operations. The company will continue to work hard on various operational management tasks to ensure the stable operation of the listed company.
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