Zibo Qixiang Petrochemical Group Co., Ltd. (hereinafter referred to as Qixiang group), the controlling shareholder of Zibo Qixiang Tengda Chemical Co.Ltd(002408) ( Zibo Qixiang Tengda Chemical Co.Ltd(002408) , SZ), and cedar Industry Group Co., Ltd. (hereinafter referred to as cedar industry) finally ushered in the “savior”.
According to the announcement on the evening of Zibo Qixiang Tengda Chemical Co.Ltd(002408) 316, pagac pearl holding Pte.Ltd. (hereinafter referred to as pagac) will provide financing and liquidity support to cedar industry, and can request to undertake the equity of Qixiang group held by cedar industry (hereinafter referred to as potential share purchase transaction).
taimeng
According to the announcement, Pacific Alliance Investment Group (PAG) focuses on the investment and management of private equity, real estate and creditor’s rights in the Asia Pacific region. It is headquartered in Hong Kong and has branches in Beijing, Shanghai, Shenzhen, Seoul, Tokyo, Singapore, Melbourne and Mumbai. With assets under management of more than US $45 billion and accumulated investment of more than US $75 billion in Asia, taimeng investment is one of the largest comprehensive investment institutions in Asia.
According to Zibo Qixiang Tengda Chemical Co.Ltd(002408) announcement, Qixiang group, cedar industry, Zhang Jin, the actual controller of the listed company, and pagac recently signed a framework agreement on equity purchase and financing transaction. According to the agreement, pagac will provide financing and liquidity support and potential share purchase transactions to cedar industry.
Zibo Qixiang Tengda Chemical Co.Ltd(002408) said that based on their own capital needs and the needs of the company’s long-term development, Qi Xiang group, cedar industry and actual controller Zhang Jin also agreed to transfer the company’s control right, further improve the company’s governance structure, enhance the company’s financial credit and capital strength, improve the company’s anti risk ability and fully support the company’s long-term development.
However, Zibo Qixiang Tengda Chemical Co.Ltd(002408) said that the agreement only made principled arrangements for the above-mentioned financing and potential share purchase transactions. In particular, the potential share purchase transaction arrangements did not actually occur, and there is still great uncertainty about whether such potential share purchase transaction arrangements will occur within the validity of the agreement.
Meanwhile, if pagac promotes the potential share purchase transaction in the future, it will promote the change of the actual controller of the listed company. However, as of the announcement date, the potential share purchase transaction has not actually occurred. The signing of the above agreement will not have a significant adverse impact on the normal production and operation of the listed company, nor on the internal governance and standardized operation of the listed company.
Zibo Qixiang Tengda Chemical Co.Ltd(002408) said that the relevant arrangements of this transaction are conducive to enhancing the company’s financial credit, improving the company’s anti risk ability, the coordinated development of advantageous resources between the company and shareholders and improving the company’s comprehensive profitability. The company will maintain the stability of its existing management team, continue to focus on its main business and maintain the sustainability and stability of its development strategy.
circumvent the restriction of Qixiang group on “no direct transfer of equity of listed companies within six months”
On March 10, the listed company learned that Qi Xiang group, Che Chengju, the chairman of the listed company, and Zhou Hongxiu, the relevant parties, had received the advance notice of administrative punishment issued by Shandong regulatory bureau of China Securities Regulatory Commission.
From September 2, 2013 to November 27, 2015 and from April 29, 2014 to November 27, 2015, Qixiang group borrowed the accounts of “Zibo Jiusheng Chemical Co., Ltd.” and “Dandong Mingzhu special resin Co., Ltd.” to buy and sell 9 stocks including ” Zibo Qixiang Tengda Chemical Co.Ltd(002408) ” Beijing Sojo Electric Co.Ltd(300444) “, with a cumulative turnover of 404 million yuan; The cumulative transaction amount of “r-001” and “gc001” of securities lending repurchase and securities lending repurchase is 9.908 billion yuan; The cumulative transaction amount of “Qixiang convertible bonds” was 354716 million yuan; The cumulative transaction amount of “RONGTONG military industry” fund was 114231 million yuan.
The above transactions were decided by Che Chengju, the then legal representative, chairman and general manager of Qixiang group, and the funds came from Qixiang group. The above-mentioned acts of Qixiang group are suspected of violating relevant laws and regulations. Shandong regulatory bureau of China Securities Regulatory Commission plans to decide to give a warning to Qixiang group and impose a fine of 500000 yuan.
In addition, Qixiang group, Che Chengju and Zhou Hongxiu, as insiders of the company’s issuance of shares and payment of cash to purchase the equity of Shandong Qilu Keli Chemical Research Institute Co., Ltd., traded 390000 shares of ” Zibo Qixiang Tengda Chemical Co.Ltd(002408) ” through the “Zibo Jiusheng Chemical Co., Ltd.” account controlled by Qixiang group during the sensitive period of inside information. The above transactions were decided by Che Chengju and executed by Zhou Hongxiu, the then director, with a total profit of 2.5714 million yuan.
Shandong regulatory bureau of China Securities Regulatory Commission plans to decide to confiscate the illegal income of Qixiang group and impose a fine of 7.7141 million yuan. Che Chengju and Zhou Hongxiu were warned and fined 200000 yuan and 150000 yuan respectively.
However, according to the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, the above matters will prevent Qixiang group from directly transferring the equity of listed companies for six months. At present, Qixiang group and cedar industry are further negotiating with the acquirer on other plans for planning the change of control of the company.
From the announcement on the evening of March 16, pagac will provide financing and liquidity support to cedar industry, and can require to undertake the equity of Qixiang group held by cedar industry, which does not involve the “direct transfer of equity of listed companies” of Qixiang group.
