The five-month equity transfer ended with the word “termination”.
On the evening of March 15, Shanghai Ace Investment&Development Co.Ltd(603329) ( Shanghai Ace Investment&Development Co.Ltd(603329) . SH) announced that the controlling shareholder of the listed company Jiangsu Yashi Investment Group Co., Ltd. (hereinafter referred to as “Yashi group”) and the actual controller sun Wangping signed the termination agreement of share transfer agreement with Sichuan port and Shipping Investment Group Co., Ltd. (hereinafter referred to as “Sichuan port investment”) on March 14.
Sichuan Gangtou once planned to be the main listed company Shanghai Ace Investment&Development Co.Ltd(603329)
On October 13, 2021, Shanghai Ace Investment&Development Co.Ltd(603329) once announced that Yashi group was planning the share transfer and planned to transfer some shares of the listed company to Sichuan port investment agreement, which may lead to the change of control of the listed company.
Sichuan port investment is a large state-owned capital investment company approved by Sichuan provincial government. It is mainly engaged in modern logistics trade, supply chain finance, logistics technology, port and shipping infrastructure investment, construction and operation, etc. Sichuan port investment intends to realize the asset integration of the same industry by obtaining Shanghai Ace Investment&Development Co.Ltd(603329) control.
Before the share transfer, Yashi group held 714081 million shares of listed companies, with a shareholding ratio of 44.98%. Sichuan port investment does not hold any shares of listed companies. After the transfer, Sichuan port investment will hold Shanghai Ace Investment&Development Co.Ltd(603329) 39704900 shares, accounting for 25.01% of the total shares of the listed company, and Yashi group will hold 317032 million shares of the listed company, accounting for 19.97%.
The transfer price of the above shares is RMB 16.32 per share, totaling RMB 648 million, and Yashi group agrees to voluntarily give up the voting rights corresponding to its 3.1751 million shares of the listed company (accounting for 2% of the total share capital of the listed company) when completing the transfer registration procedures. After the above equity changes are completed, the actual controller of Shanghai Ace Investment&Development Co.Ltd(603329) will be changed from sun Wangping to Sichuan SASAC.
On the same day, the listed company, Yashi group and Sichuan port investment signed the stock pledge agreement. All parties agreed that Yashi group would pledge part of the shares of the listed company held by Yashi group to Sichuan port investment and complete the stock pledge procedures within 10 working days from the date when the transfer registration procedures of the subject shares transferred under the above agreement were completed, Guarantee the performance commitment amount of Yashi group.
SASAC approval has not been completed
In fact, the reason for the failure to complete the above share transfer is related to the failure to complete the examination and approval of Sichuan SASAC.
On January 11, Yashi group, Sichuan port investment and sun Wangping respectively signed the supplementary agreement (I) of the share transfer agreement. All parties agreed to extend the approval period of the relevant state-owned assets supervision and administration departments of the share transfer agreement to February 11, 2022.
On February 11, the parties signed the supplementary agreement (II) of the share transfer agreement again. The parties agreed to extend the approval period of the relevant state-owned assets supervision and administration departments of the share transfer agreement to February 25, 2022.
February 25, Yashi group received the letter on the progress of relevant state-owned assets approval issued by Sichuan port investment: “Affected by the recent covid-19 epidemic in Chengdu, as of 15:00 on February 25, 2022, we have not received the reply document of Sichuan provincial state owned assets supervision and Administration Commission on this transaction. This transaction is still under the review of Sichuan provincial state owned assets supervision and Administration Commission. We are actively following up the approval progress and striving to obtain the relevant reply document as soon as possible. At that time, we will inform you in time Report progress. “
On March 14, the parties finally decided to terminate the above-mentioned equity transfer.
At the same time, the parties confirm that during the performance of the transaction agreement, the parties have not had any disputes or disputes related to the transaction agreement. In the future, all parties will continue to cooperate through business or other forms. If the Shanghai Ace Investment&Development Co.Ltd(603329) shares held by Yashi group are re transferred to the outside world, it does not preclude the parties from renegotiating on the transfer of relevant sharesp align=”center” style=”text-align:center;”> Source: screenshot of announcement
Shanghai Ace Investment&Development Co.Ltd(603329) said that after the termination agreement of the share transfer agreement came into effect, the share transfer will be terminated, and the controlling shareholder and actual controller of the company have not changed, which will not affect the ownership structure and daily production and operation of the company, and will not adversely affect the operating performance and financial status of the company, There is also no situation that damages the interests of the company and all shareholders.
