Gu Wei will cash out more than 4 billion yuan, Shenzhen state-owned assets "take over"! Zhaochi shares resume trading today

On the evening of February 28, Zhaochi shares, which had been suspended for five trading days, announced that the controlling shareholder Nanchang Zhaotou and its affiliates intend to transfer 19.73% of the shares to Shenzhen Capital Group and its subsidiaries. The total transfer price is 4.368 billion yuan. The company's controlling shareholder and actual controller will be changed to Shenzhen Capital Group, and the company's shares will resume trading from the opening of the market on March 1.

Founded in 2005, Shenzhen MTC started as an ODM manufacturer and is mainly engaged in the research and development, manufacturing, sales and service of home audio-visual and electronic products. Shenzhen MTC started out in the DVD business and then expanded its business to TV set-top boxes, and in 2009, its set-top box sales ranked first in the world. Public data shows that Shenzhen MTC's TV ODM ranked second in the world in 2020.

The takeover party, Shenzhen Capital Operation Group Co., Ltd., is a state-owned assets auxiliary performance platform and state-owned capital operation professional platform specially established by the Shenzhen State-owned Assets Supervision and Administration Commission to promote the transformation of state-owned assets management from asset management to capital management and promote the overall capital operation strategy of Shenzhen state-owned assets. It has strong strength.

Public information shows that Shenzhen Capital Operation Group Co., Ltd. is the management entity of the task of "establishing a private enterprise stable development fund with a total scale of 100 billion yuan", one of the "four 100 billion" plans to support the development of the private economy in Shenzhen, and is also the market-oriented implementation entity of Shenzhen's special fund support policy for emerging industries. Through various means such as industrial and financial integration, capital market docking, and the promotion of mixed ownership, Shenzhen Capital effectively supports the mutual benefit and win-win situation of various ownership economies and common growth, and serves the stable and healthy development of the city's real economy. The controlled and invested enterprises cover many fields such as green buildings, intelligent manufacturing, new energy, securities, insurance, funds, guarantees, etc., and have formed an industrial layout dominated by emerging industries and financial finance.

Shenzhen state-owned assets’ takeover may bring considerable cash flow to the company and will also help the company’s future main business development.

Zhaochi shares stated that according to the provisions of the "Share Transfer Framework Agreement", after the completion of this share transfer (that is, the China Securities Depository and Clearing Corporation issues a share transfer confirmation document, the same below), during the period when Capital Group serves as the actual controller of the listed company, Nanchang Zhaotou and Mr. Gu Wei will only retain the voting rights of 5.00% of the listed company's shares (if the total shareholding ratio in the future is less than 5.00%, the voting rights will be enjoyed based on the actual shareholding ratio). At the same time, Nanchang Zhaotou and Mr. Gu Wei irrevocably waive the voting rights of all remaining shares of the listed company (including but not limited to shares or interests already held and subsequently acquired in any form); during the period when Capital Group serves as the actual controller of the listed company, the above-mentioned voting rights arrangements of Nanchang Zhaotou and Mr. Gu Wei are irrevocable.

If the above matters are successfully completed, the acquirer will hold 893,165,400 shares of the company, accounting for 19.73% of the total shares of the company, and the proportion of voting rights will be 19.73%. After the transfer of the above shares, Nanchang Zhaotou and Mr. Gu Wei will hold 892,559,513 shares of the company, accounting for 19.72% of the total shares of the company, and the proportion of voting rights will be 5%. The company's controlling shareholder and actual controller will be changed to Shenzhen Capital Group.

Shenzhen MTC Holdings said that the controlling shareholder Nanchang Zhaotou and the person acting in concert and the actual controller Mr. Gu Wei intend to transfer part of their shares in Shenzhen MTC Holdings to the acquirer in order to more effectively support the development of the company's three main business sectors of smart display, smart home networking and LED full industry chain, accelerate the integration of industry and capital, and achieve a new round of growth for the company. At the same time, during the period when Capital Group is the actual controller of the listed company, it intends to irrevocably waive its voting rights for the shares of the listed company that exceed 5% (if the total shareholding ratio is less than 5.00% in the future, the voting rights will be enjoyed according to the actual shareholding ratio). If the final delivery is completed and the voting rights waiver of Nanchang Zhaotou and Mr. Gu Wei takes effect, the acquirer will obtain control of the company, and Capital Group will become the company's controlling shareholder and actual controller.

The company's introduction of state-owned capital holdings will help optimize the company's shareholder structure, enhance the company's financial credit and financial strength, improve the company's risk resistance, and coordinate the development of the company's advantageous resources with its shareholders to improve the company's overall profitability. This equity change will not have a significant adverse impact on the company's daily production and operation activities. After Capital Group becomes the actual controller of the listed company, Mr. Gu Wei will continue to serve as chairman, and the listed company's existing management team will be stable. The company will continue to focus on its main business and maintain the continuity and stability of its development strategy.