Tongfang shares hold 100 million shares of Zhen Mingli and more than half of the shares are “big masters”

Tongfang shares hold 100 million shares of Zhen Mingli and more than half of the shares are “big masters”

On the 24th, Tongfang shares announced the progress of the implementation of the foreign investment project. According to the announcement, the company (hereinafter referred to as “the company”) held the first extraordinary shareholders meeting of 2014 on July 11, 2014, and reviewed and approved the proposal of “subsidiary consent to the wholly-owned subsidiary to invest in Zhenmingli Holdings Co., Ltd. And "Proposal to the General Meeting of Shareholders to authorize the Board of Directors to decide whether to conduct and adjust the investment plan for the real bright future according to the progress of the transaction when the conditions attached to the transaction are not fulfilled." As of the disclosure date of this announcement, THTF ES holds 1,00,692,690 shares of Zhen Mingli, accounting for 51.60% of its total share capital.

The announcement indicates that the shareholders' meeting agreed to waive the conditions precedent in the subscription agreement relating to the exemption from the comprehensive tender offer obligation, subject to the conditions attached to the agreement, and agreed to the wholly-owned overseas subsidiary THTF Energy-Saving Holding Limited (hereinafter referred to as “THTF ES” ") to subscribe for 1 billion new shares (valued at HK$0.1 each) issued by Zhen Mingli Holdings Co., Ltd. (hereinafter referred to as "Zhen Mingli") at a price of HK$0.9/share. The subscription price is HK$900 million and agrees to Upon completion of the share subscription, a full tender offer will be issued to the relevant shareholders and option holders of Zhen Mingli. If a full tender offer is implemented, the tender offer will be a tender offer to the shareholders of Zhen Mingli and a purchase price of HK$0.0001 per share at a price of HK$0.9 per share. The estimated acquisition amount is not more than HK$548 million.

The general meeting of shareholders agrees to authorize the board of directors of the company or, if feasible, the board of directors of the company to authorize the chairman of the board of directors to decide whether to invest and adjust the trading plan when the conditions attached to the transaction are not fulfilled, and based on the progress of the transaction and the relevant Regulations, exemption from investment The “conditions attached” in the Zhen Mingli proposal, Mr. Fan Banghong, the actual controller of Zhen Mingli, and their concerted actions, signed an irrevocable letter of commitment, pledge not to sell or transfer their holdings in the case of a comprehensive tender offer. All of the shares will not receive a full offer for any equity held by them." If you agree to waive condition 1 attached, the THTF ES offer will not be expected to exceed HK$876 million.

On August 1, 2014, THTF ES has subscribed for 1 billion new shares (with a face value of HK$0.1) issued by Zhen Mingli at a price of HK$0.9/share. The subscription price is HK$900 million. Upon completion of the subscription, THTF ES holds a 51.56% stake in the total share capital of Zhen Mingli after the completion of the issue.

On August 25, 2014, THTF ES issued a comprehensive tender offer notice to the shareholders of Zhen Mingli to acquire the shares and the purchase price of HK$0.0001/share at a price of HK$0.9 per share. The deadline for accepting the offer is 2014-9 On the 22nd of the month. As of September 22, 2014, THTF ES acquired a total of 692,690 shares of Zhen Mingli through a comprehensive tender offer with an acquisition amount of HK$623,421.00.

As of the disclosure date of this announcement, THTF ES holds a total of 1,00,692,690 shares of Zhen Mingli, accounting for 51.60% of its total share capital.

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