A paper announcement of Taihe Group (000732.SZ), announcing the termination of the previous transaction to plan the issuance of shares to purchase the entire share capital of Taihe Life held by controlling shareholder Taihe Investment.
On the evening of May 13, Taihe Group disclosed that on April 27, the company and the controlling shareholder Taihe Investment signed the “Framework Agreement for Issuing Shares to Purchase Assets”. Acquire 100% equity of Yongxingda held by Taihe Investment by issuing shares to purchase assets. This “Framework Agreement for Issuing Shares to Purchase Assets” is only an intentional agreement, which belongs to the framework agreement of the parties’ willingness to cooperate and does not form a specific transaction plan.
From April 28 to May 14, the two parties of the transaction carried out the selection and recruitment of intermediary agencies and organized the initial due diligence work. According to prior approval, the transaction has significant uncertainty, and the company has not signed a formal agreement with an intermediary agency.
For the reason for the termination of the transaction, Taihe Group stated that the transaction still needs to be approved by the relevant authorities such as the Hong Kong Insurance Regulatory Authority and the Macau Monetary Authority, and The company’s board of directors and general meeting of shareholders can only proceed after deliberation and approval. In view of the fact that the company is currently listed as an enforceee by the court, there are overdue debts, and the current economic situation in Hong Kong, there are significant uncertainties in the relevant departments’ prior approval process. After careful research on related matters, the company and Taihe Investment believed that both parties could not form a clear and feasible solution to the current impact of the transaction in a short time, so they decided to terminate this reorganization. The company’s stock resumed trading on May 14.
According to Huang Qisen ’s original idea, Taihe plans to issue shares to purchase 100% equity of Yongxingda Enterprise held by controlling shareholder Taihe Investment.
Yongxingda owns 100% of Taihe Life Insurance Co., Ltd. (Hong Kong) and 99.85% of Taihe Life Insurance (Macau) Co., Ltd. (hereinafter referred to as the merger) “Taihe Life”). Taihe Group said that Taihe Life is engaged in the insurance business, and the acquisition will help the company fully leverage its synergistic advantages.
Yongxingda is a registered and surviving enterprise in Hong Kong, and Taihe Investment holds all its equity. Yongxingda indirectly holds 99.85% equity of Taihe Life Insurance (Macau) and 100% equity of Taihe Life Insurance (Hong Kong) by holding 100% equity of Taihe Investment (Bermuda) Co., Ltd.
At present, Huang Qisen and his actual controlThe Taihe Group, which is under the control system, was listed as the person subject to execution due to financial problems.
On May 11, Taihe Group announced that Huang Qisen, the company ’s wholly-owned subsidiary and actual controller, failed to repay a sum of 1.3 billion yuan in financing and repayment in time The 500 million yuan loan was listed as the person to be executed.
As of now, the cumulative amount of Taihe Group ’s execution subject as the executed person is about 1.896 billion yuan, which exceeds 10% of the company ’s most recent audited net assets .
Taihe Group said that the company and the corresponding project company are actively communicating with creditors on solutions such as amortization of loan renewal for matters that are listed as executed. The above-mentioned matters may cause the company to face bank accounts, assets are frozen and other matters, and may also need to pay relevant liquidated damages, late fees and penalty interest, etc., which may have a certain impact on the company’s production and operation and the company’s performance this year.
In addition, under the current pressure on the capital chain of Taihe Group, it is studying the introduction of strategic investors, and the main operations of the strategic investors to be introduced this time Business includes real estate business.
The announcement mentioned that the company ’s controlling shareholder, Taihe Investment, is planning to introduce the company ’s strategic investor matters, and related transactions may cause the company ’s control to change; At the planning stage, the parties have not signed the relevant equity transfer agreement or cooperation framework agreement, and there is still uncertainty about whether they can sign it; equity transfer involves the prior approval of the authority, and the results of the approval are still uncertain; For the shares that have been pledged or frozen, it is necessary to complete the procedures for releasing the pledge or the freezing, or obtain the written consent of the right holder.
Up to now, Taihe Investment has held a total of 1218801590 shares of Taihe Group, all of which are non-restricted shares, accounting for 48.97% of the company ’s total shares, and the cumulative number of pledged shares 1207420000 shares, accounting for 99.07% of the shares pledged by them, the cumulative number of frozen shares was 79377256 shares, accounting for 6.51% of the shares held by them.