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Sea Orchid House: Tencent Pu and agreed to transfer 5.31% stake in the company

via:博客园     time:2018/2/3 14:20:52     readed:79

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Tencent Technology News, Hailan House today announced that the controlling shareholder of the concerted action Rongji International (Hong Kong) Limited and Shenzhen Tencent Puhe limited partnership (limited partnership) signed a "share transfer agreement." Upon negotiation, Rongji intends to transfer 238,549,618 shares of the Company to Tencent Puhe at a price of RMB10.48 per share for a total consideration of RMB2,499,999,997. The transfer of such shares represents 5.31% of the total current share capital of the Company.

The following is the full text of the announcement:

First, the basic conditions of the transaction to be

February 2, 2018, Hailan House Co., Ltd. (hereinafter referred to as "the company" or "Hailan House") concerted efforts of controlling shareholders Rongji International (Hong Kong) Limited (hereinafter referred to as & ldquo; & rdquo; ; Rongji ") entered into the Share Transfer Agreement with Shenzhen Tencent Puhe Limited Partnership (Limited Partnership) (hereinafter referred to as" Tencent Puhe "). Upon negotiation, Rongji intends to transfer 238,549,618 shares of the Company to Tencent Puhe at a price of RMB10.48 per share for a total consideration of RMB2,499,999,997. The transfer of such shares represents 5.31% of the total current share capital of the Company.

Tencent Pu and Rongji there is no associated relationship, there is no concerted action relationship. Prior to this transfer, Tencent does not hold any shares of the Company; after the completion of the transfer, Tencent will hold 238,549,618 shares of the Company, accounting for 5.31% of the total number of shares of the Company.

Second, the basic situation of both parties to the transaction

(A) the transferor situation

Company Name: Rongji International (Hong Kong) Limited

Director: Zhou Yan Qi

Registered capital: 10,000 Hong Kong dollars

Date of Establishment: November 27, 1998

Residence: Flat / Rm B 4th Floor, Winbase Center, 208 Queen's Road Central, Hong Kong

Company registration certificate number: 660845

(B) the transferee

Name: Shenzhen Tencent Puhe limited partnership (limited partnership)

Nature of Enterprise: Limited Partnership

Registered Address: Nanshan District, Shenzhen City, Guangdong Science and Technology in the street all the way Tencent 36-story building

Managing Partner: Nyingchi Lee New Information Technology Co., Ltd.

Established: February 1, 2018

Duration of the partnership: From February 1, 2018 until January 31, 2068

Unified social credit code: 91440300MA5F06MA8W

Business: business management

Third, the main content of the share transfer agreement

(A) the number and proportion of shares transferred

Rongji ("Transferor") and Tencent Puhe ("Transferee") signed the Share Transfer Agreement and Rongji intends to transfer 238,549,618 shares of the Company to Tencent Puhe at a price of RMB108 / The transfer of shares of the company's current total share capital of 5.31%.

(B) share transfer price

The price of the share transfer is based on the closing price of 91.61% on the trading day prior to the signing date. The two parties confirmed that the price was RMB10.48 per share.

(C) the signing date of the agreement

Rongji and Tencent Puhe signed the Share Transfer Agreement in Shenzhen on February 2, 2018.

(D) delivery

The transferee shall pay the share transfer price in two installments in accordance with the following agreement:

(1) The transferee shall send to the transferor and the company notice of the fulfillment of the conditions (5) within 5 working days after the satisfaction of all the conditions precedent (1) to (6) below, or all or part of the assignee, "Notice of Confirmation"); within 5 working days after all of the following conditions (1) to (7) have been fulfilled or waived in whole or in part by the assignee, the Transferee shall pay the Transferee 30% of the share transfer price:

(1) Both parties have signed the Share Transfer Agreement;

(2) the transferee received all the necessary internal approvals for the transfer of shares;

(3) The transferee completes the filing of private equity investment fund in China Securities Investment Fund Association;

(4) The transferee is satisfied with the result of due diligence of Heilan Home;

(5) There is no existing or no occurrence of any significant adverse impact on the assets, financial structure, liabilities, technology, profitability prospect and normal operation of Heilan Home since the signing date to the Completion Date, Facts, conditions, changes or other circumstances;

(6) There is no restriction on the judgment, ruling, ruling or ban of Chinese laws, courts, arbitration institutions or relevant governmental authorities that prohibit or cancel the transfer of shares, and there is no judgment, ruling or prohibition on the transfer of this share transfer Arguments, judgments, rulings, rulings or injunctions pending or materially adversely affected;

(7) The share transfer obtained the compliance confirmation issued by the Shanghai Stock Exchange and the opinion is still

effective.

2, the completion of the transfer of the underlying shares and registered to the transferee's name (registration and settlement institutions to complete the registration date), the relevant preconditions still met or the transferee in whole or in part exempt and the transferor under the "Share Transfer Agreement" Within 5 working days as of the day when the transferee presented the tax payment certificate, the transferee shall pay the transfer price of the remaining 70% of the shares to the transferor.

(E) the transfer of the subject shares and rights and obligations

1. Within 10 working days from the date of the confirmation notice, both parties shall sign or provide all the legal documents, information and information required for the transfer of the underlying shares according to the requirements of Heilan House and the Registration Clearinghouse, and the transferor shall, according to law Laws and regulations, apply to SSE to confirm the compliance of share transfer.

2. The transferor shall, within 10 working days upon obtaining the compliance confirmation issued by SSE on the share transfer and at the same time the conditions precedent of the Share Transfer Agreement are still satisfied or waived by the transferee in whole or in part, Apply to the registration and settlement institution for transfer of shares registration procedures.

3, from the date of the delivery of shares, all rights and obligations based on the underlying shares enjoyed by the transferee and commitment.

4. After the delivery date of the shares, the transferor and the transferor shall ensure that their related parties shall promptly propose the board of directors of Hailanjiaji to convene or convene a meeting of shareholders of Heilan House to consider a candidate of director nominated by the transferee. The Transferor shall procure the directors appointed by them or their affiliates to vote in favor of the assignees nominee directors on the board of the Company and the Transferor shall vote in favor of the director candidates nominated by the Transferees at the shareholders' general meeting.

(6) The agreement takes effect, the termination and termination

1. The Share Transfer Agreement will take effect upon the proper signature by both parties on the signing day and will be legally binding upon both parties.

2. Any amendment to the Share Transfer Agreement shall be made in writing after the two parties have reached consensus and shall enter into force upon signature by both parties or their authorized representatives.

3, the agreement lifted

(1) Except as otherwise provided in the "Share Transfer Agreement," both parties may release the "Share Transfer Agreement" in writing after mutual agreement.

(2) it is terminate in accordance with the agreement of the agreement tenth.

4. The agreement on transfer of shares can be terminated on the basis of one of the following cases:

(1) terminate the agreement on transfer of shares through the agreement of the two parties in written agreement;

(2) if the shares before the closing date, the transferor has been notified or by other means that the transferee of a serious violation of the "share transfer agreement" the transferee guarantee in any case, or there is a serious violation of the transferee or not to perform the "share transfer agreement" any other provisions of the act, transfer we can choose to book

Notice of termination of the transferee form the "share transfer agreement"; before the delivery of the shares, the transferee has been notified or by other means that the transfer of a serious violation of the "share transfer agreement" the transferor guarantee in any case, the transferor or serious breach or non performance of any "share transfer agreement" other terms for

For the purpose of this, the transferee may choose to notify the transferor in written form to terminate the agreement on the transfer of shares;

(3) to terminate in accordance with the provisions of the relevant provisions of the agreement on share transfer.

5, in the case of termination of the share transfer agreement, the two sides' further rights and obligations should be suspended at the time of termination, but it will not affect the rights and obligations of both sides on the day of termination.

(seven) liability for breach of contract

1, the "share transfer agreement" signed, except for force majeure, any one party does not perform or not timely, not suitable to perform the "share transfer agreement" under the performating any, or in violation of the "share transfer agreement" under the item to make any statement, guarantee or promise in accordance with the law should bear the corresponding legal responsibility.

2, if before July 31, 2018, by mutual effort, still failed to obtain the Shanghai Stock Exchange

What is the transfer of shares issued by the compliance confirmation, both sides have the right to cancel the "share transfer agreement", but failed to get any of the parties to the Shanghai stock exchange, the shares issued by the transfer of compliance confirmation for fault liability, it shall compensate the other party.

Four. The impact of this transaction

Prior to the transfer of the shares, Tencent did not hold shares in the company, and Rongji held 1346153846 shares of the company, accounting for 29.96% of the total share capital of the company. If the share transfer is completed, Tencent Pu and will hold 238549618 shares of the company, accounting for 5.31% of the total share capital, and Rongji holding 1107604228 shares, accounting for 24.65% of the total share capital of the company.

1765971703 shares ROCOL acting Sea Group Limited holding company LAN, the company's total share capital of 39.31%, Zhou Jianping directly holds 8830762 shares, accounting for 0.20% of the total equity of the company, Zhou Lichen directly holds 5613372 shares, representing 0.12% of total share capital. For example, after the completion of the share transfer, Rongji and its unanimous action holders jointly owned 2888020065 shares of the company, accounting for 64.28% of the total share capital of the company.

Five. Follow up matters

The transfer of the above shares will not lead to a change in the actual controller of the company. The relevant information disclosure obligor of this shareholder's equity changes will be prepared according to the relevant provisions and disclosed on the Shanghai stock exchange network (www.sse.com.cn), a brief report on changes in equity. The company will pay close attention to the progress of the transfer of shares, and timely performance information disclosure obligations; the proposed transaction shall be in compliance with the Shanghai Stock Exchange issued a confirmation before implementation, there are some uncertainties, investors pay attention to investment risks.

Six. Other matters

In addition to the transaction, the company and the Tencent Technology Company Limited in Linzhi, Ningbo Zhi letter investment management partnership (limited partnership) signed a "framework agreement" to jointly initiated the establishment of industrial investment fund, see the company in February 3rd on the Shanghai stock exchange website (www.sse.com.cn) released "a wholly owned subsidiary of investment and Tencent in Linzhi and signed a joint letter. Initiated the establishment of the industrial investment fund framework agreement announcement".

Seven. Preparation of documents

Rongji and Tencent and the agreement on the transfer of shares

This is hereby announced.

Limited by Share Ltd of the home of the sea

February 3rd 18, two

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