On January 3, Zhonglai issued the Announcement on the Progress of the Proposed Change of Corporate Control Rights. The acquirer Zheneng Electric Power received the Reply of the State-owned Assets Supervision and Administration Commission of Zhejiang Province on Approving the Acquisition of the Control Right of Suzhou Zhonglai Photovoltaic New Materials Co., Ltd. (Zhe Guo Zi Chan Quan [2022] No.53).
The Reply approved in principle the acquisition of the control right of Zhonglai; and approved Zheneng Power to transfer 105,745,704 unrestricted tradable shares of Zhonglai held by Zhang Yuzheng, with a shareholding ratio of 9.70%.
At the same time, Mr. Lin Jianwei, the controlling shareholder and actual controller of Zhonglai, issued a Letter of Commitment to Zheneng Electric Power, promising that the cumulative net profit attributable to the parent company of Zhonglai during the assessment period (2022, 2023 and 2024) will not be less than 1.6 billion yuan. Lin Jianwei will make cash compensation to Zheneng Electric Power if the actual cumulative net profit of Zhonglai shares audited in three years is less than 1.6 billion yuan.
Previously, Lin Jianwei and Zhang Yuzheng, the controlling shareholders and actual controllers of Zhonglai shares, signed the Share Transfer Agreement and the Voting Rights Entrustment Agreement with Zheneng Electric Power on November 10, 2022. The agreement stipulates that Zhang Yuzheng will transfer his 105,745,704 unrestricted tradable shares of the Company (accounting for 9.70% of the total share capital of the Company) to Zheneng Electric Power by means of agreement transfer, and Zheneng Electric Power will transfer the aforesaid equity by paying cash at a price of 17.18 yuan/share. The total transfer price is 1,816,711,194.72 yuan; Lin Jianwei will irrevocably entrust Zheneng Electric Power to exercise the voting rights corresponding to 108,962,736 shares of the Company (accounting for 10% of the total share capital of the Company) held by him within 36 months from the date of completion of the transfer registration of the aforesaid shares. After the completion of this
transaction, Zheneng Electric Power will hold 105,745,704 shares of Zhonglai (9.70% of the company's total equity) and control 214,708,440 voting rights of the company (19.70% of the company's total equity). The actual controllers will be changed from Lin Jianwei and Zhang Yuzheng to Zhejiang SASAC.
Official website data show that Zhonglai shares were established in 2008, and the group headquarters is located in Changshu, Jiangsu. The Group is mainly engaged in four business segments, namely, photovoltaic backplane, photovoltaic cells and modules, distributed system application development and innovative development of new energy industry.
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