Two and a half years after legendary Ningbo businessman Zheng Yonggang's sudden death from a heart attack, the highly anticipated restructuring of Ningbo Shanshan Co.,Ltd. (SH600884, stock price 14.03 yuan, market cap 31.559 billion yuan) controlling shareholder has reached a critical juncture.
On the evening of October 10, Ningbo Shanshan Co.,Ltd. announced that the restructuring administrator of its controlling shareholder Shanshan Group Co., Ltd. (hereinafter referred to as "Shanshan Group") has submitted a "Restructuring Plan (Draft)" and will convene the third creditors' meeting on October 21 to vote on the draft.
According to the "Restructuring Investment Agreement" signed on September 29 and the draft content, a consortium of restructuring investors led by Jiangsu New Yangzi Trading Co., Ltd. will obtain control of 23.36% of Shanshan Group and its subsidiaries' holdings in Ningbo Shanshan Co.,Ltd. through a series of complex transaction arrangements.
If the restructuring plan is successfully executed, the actual controller of Ningbo Shanshan Co.,Ltd. will change to Ren Yuanlin, the actual controller of New Yangzi Trading. According to public information, the 72-year-old Ren Yuanlin is the founder of Jiangsu Yangzijiang Shipbuilding Group and is known as "China's Private Shipbuilder King."
Notably, this high-profile change of control is not yet a foregone conclusion. The announcement clearly states that the final "implementation" of the restructuring plan still faces three major uncertainty risks: creditors' meeting and court ruling, antitrust filing review, and investor performance capability.
**Awaiting Critical Vote at Creditors' Meeting**
In February 2023, the "Shanshan Group" faced continuous troubles shortly after founder Zheng Yonggang's death, with a "wealthy family dispute" between his son Zheng Ju and widow Zhou Ting causing chaos.
In March 2023, Zheng Ju was elected chairman of Ningbo Shanshan Co.,Ltd., but this result was strongly opposed by his stepmother Zhou Ting. In May 2023, during the board reshuffle, both Zheng Ju and Zhou Ting entered the board, with Zheng Ju continuing as chairman.
However, starting in the second half of 2024, Shanshan Group's debt crisis continued to intensify. In November of the same year, Zheng Ju resigned from his position as chairman of Ningbo Shanshan Co.,Ltd., and Zhou Ting took full control of "Shanshan Group."
In February 2025, Shanshan Group was ruled to enter substantive consolidated restructuring, ending the Zheng family's control over "Shanshan Group."
Now, the restructuring drama of Ningbo Shanshan Co.,Ltd.'s controlling shareholder is entering its most critical voting phase.
According to the latest announcement from Ningbo Shanshan Co.,Ltd., the third creditors' meeting for the consolidated bankruptcy restructuring case of Shanshan Group and Ningbo Pengze Trading Co., Ltd. (hereinafter referred to as "Pengze Trading") is scheduled to be held via online conference on October 21, 2025. The core agenda of the meeting is to deliberate and vote on the "Restructuring Plan (Draft)" submitted by the administrator on October 9.
This restructuring began on March 20, 2025, when the People's Court of Yinzhou District, Ningbo City, Zhejiang Province ruled to conduct substantive consolidated restructuring of Shanshan Group and its wholly-owned subsidiary Pengze Trading. After months of public recruitment and selection, a consortium consisting of Jiangsu New Yangzi Trading Co., Ltd., Jiangsu New Yang Ship Investment Co., Ltd., Xiamen TCL Technology Industry Investment Partnership (Limited Partnership), and China Orient Asset Management Corporation Shenzhen Branch was ultimately determined as the restructuring investor.
According to the "Restructuring Investment Agreement" signed on September 29 and the latest "Restructuring Plan (Draft)," investors will achieve control of 23.36% equity in Ningbo Shanshan Co.,Ltd. through a carefully designed "three-step" plan.
The specific path is as follows: First is direct acquisition. A limited partnership established by New Yangzi Trading (hereinafter referred to as "Investor Shareholding Platform") will directly acquire 9.93% of Ningbo Shanshan Co.,Ltd. shares; meanwhile, TCL Industry Investment will directly acquire 1.94% of shares. Additionally, based on creditors' compensation choices, there may be additional shares acquired by entities designated by New Yang Ship.
Second is indirect acquisition through partnerships. A subsidiary designated by New Yangzi Trading will jointly establish a partnership with a service trust set up to settle creditors' claims, and this partnership will acquire 0.89% of Ningbo Shanshan Co.,Ltd. shares.
Finally is voting rights delegation. For the remaining Ningbo Shanshan Co.,Ltd. shares retained by Shanshan Group after restructuring, all voting rights will be delegated to the Investor Shareholding Platform. Meanwhile, TCL Industry Investment, entities designated by New Yang Ship, and the aforementioned partnership that acquire shares through direct and indirect acquisition methods must also sign "Voting Rights Delegation Agreements" with the Investor Shareholding Platform to delegate all their voting rights.
Through the combination of the above three methods - "direct acquisition + establishing partnership with service trust for acquisition + delegation of voting rights for remaining retained shares" - the Investor Shareholding Platform will ultimately obtain and control the voting rights of a total of 23.36% of Ningbo Shanshan Co.,Ltd. shares.
Whether the creditors' meeting on October 21 can successfully pass this complex restructuring plan will be the first key gateway determining whether this control path can ultimately be implemented.
**"China's Private Shipbuilder King's" Entry Still Uncertain**
With the clarification of the restructuring plan, the future new actual controller of Ningbo Shanshan Co.,Ltd. has also emerged.
Ningbo Shanshan Co.,Ltd. stated in its announcement: "If the 'Restructuring Investment Agreement' and 'Restructuring Plan (Draft)' are approved and successfully executed, the company's control will change, the company's controlling shareholder will change to the Investor Shareholding Platform, and the actual controller will change to Ren Yuanlin."
Ren Yuanlin is the actual controller of Jiangsu New Yangzi Trading Co., Ltd., the lead investor in this restructuring. As the "white knight" taking over, Ren Yuanlin is the renowned "China's Private Shipbuilder King." Through capital operations and industrial integration, he built Yangzijiang Shipbuilding into one of the world's top ten shipbuilding companies and successfully achieved the company's listing.
However, the process from signing agreements to ultimately completing the change of control is not smooth sailing. Ningbo Shanshan Co.,Ltd. clearly identified three major uncertainties in its announcement, adding many variables to this high-profile ownership change event.
First is approval risk. The effectiveness of the "Restructuring Plan (Draft)" requires not only passing the creditors' meeting vote on October 21, but also submission to the contributors' group meeting for voting, and ultimately obtaining court ruling approval. Any setback in any of these steps could lead to restructuring failure.
Second is antitrust review risk. Ningbo Shanshan Co.,Ltd.'s announcement mentioned that some restructuring investors still need to complete business concentration filings. The October 1 announcement showed that according to the "Restructuring Investment Agreement," New Yangzi Trading and New Yang Ship need to submit business concentration filing materials to the State Administration for Market Regulation within thirty working days after signing the agreement. If the competent authority ultimately decides to prohibit business concentration, the "Restructuring Investment Agreement" will be automatically terminated.
Finally is performance risk. Ningbo Shanshan Co.,Ltd. frankly stated: "During the performance of the 'Restructuring Investment Agreement,' there may also be risks that restructuring investors cannot fulfill relevant obligations as stipulated in the investment agreement." This means that even if all approval procedures pass smoothly, whether investors can pay the restructuring investment funds amounting to billions of yuan on time and in full remains a key test of their financial strength.
Facing significant changes and potential risks at the controlling shareholder level, the operational stability of Ningbo Shanshan Co.,Ltd. itself has also become a focus of investor attention.
In response, the company emphasized in its announcement: "Currently, the company's controlling shareholder has no non-operating capital occupation, irregular guarantees, or other circumstances that harm the listed company's interests. The company has independent and complete business and autonomous operating capabilities, and the company maintains independence from its controlling shareholder in assets, business, and finance. Currently, the company's production and operations are normal, and this matter has not currently caused significant substantial impact on the company's daily production and operations."
(Disclaimer: This article's content and data are for reference only and do not constitute investment advice. Investors operate at their own risk.)
Comments