Superstar Technology (002444.SZ) replied to the Shenzhen Stock Exchange's letter of inquiry regarding corporate restructuring.
In response to the reasons and necessity of the controlling shareholder Superstar Group, related party Hangchao Group and Hangzhou Haichao, Superstar Technology replied that before the transaction, Hangzhou Rubber Group and Hangzhou Gold Investment held 25% and 15% respectively of Zhongce Rubber. The equity of the company, which holds a 40% stake in Zhongce Rubber, is a concerted action.
In order to obtain the controlling interest of Zhongce Rubber, the purchaser needs to hold more than 40% of the shares after the completion of the acquisition. The purchasers of this transaction are based on their own financial strength, business development planning and judgment on the future profitability of Zhongce Rubber. After market negotiations, they were finally agreed to be jointly established by Superstar Group, Superstar Technology, Hangcha Group and Hangzhou Haichao. Ze Haichao acquired 46.95% of the shares of Zhongce Rubber held by the counterparty. After the completion of the transaction, Zhongce Haichao became the largest shareholder of Zhongce Rubber and obtained the controlling stake in Zhongce Rubber.
In terms of the source of the transaction consideration funds, in addition to the self-owned funds of the parties, the balance of the remaining transactions is raised by Zhongce Haichao as a borrower through bank M&A loans. The Superstar Group provides the difference in the guarantee loan for the M&A loan, and the listed company does not need to The shareholding ratio of Zhongce Haichao provides guarantee for M&A loans. This payment method can better protect the return rate and utilization rate of listed companies, and effectively reduce the investment risk of listed companies.
For this transaction, it does not involve disguised financial support to the controlling shareholder and its related parties and infringement of the interests of small and medium investors. Superstar Technology said that the transaction plan is based on factors such as its own financial strength and business development planning. The result of negotiations through market negotiations. Both the listed company and the controlling shareholder independently perform the foreign investment decision-making procedures and enjoy relevant rights and interests according to the actual proportion of funds. According to the payment arrangement of this transaction, Superstar Group and listed companies will increase their capital by RMB 130,000 and RMB 110,000 respectively to Zhongce Haichao with their own funds. The sources of funds are from the self-owned funds of Superstar Group and listed companies respectively.