coraltrout| Opposing failed acquisition, Vantone Development's third largest shareholder plans to transfer 5% of its equity

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Failed to prevent the acquisition of 51% stake in Sales Optoelectronics.CoraltroutUnder the background, Wantong Development (600246) the third largest shareholder GLPCapitalInvestment4 (HK) Limited (hereinafter referred to as "GLP") is choosing to leave the market.

coraltrout| Opposing failed acquisition, Vantone Development's third largest shareholder plans to transfer 5% of its equity

On April 12, GLP signed a share transfer Agreement with Hesheng Wealth (Beijing) Fund Management Co., Ltd. (hereinafter referred to as "Hesheng Wealth") and GLP Investment (Shanghai) Co., Ltd. (hereinafter referred to as "GLP Shanghai"). It is proposed to transfer its 5% stake to Hesheng Wealth, which does not rule out further reduction.

The seller of shares does not rule out further reduction.

Under the agreement, GLP will transfer its 99.3691 million shares in the listed company, accounting for 5 per cent of the company's total share capital, to Hesheng Wealth. The transfer price is 7.04 yuan per share and the transfer price is 699 million yuan. The secondary market shows that on April 12, Wantong Development closed at 7.76 yuan per share.

For the purpose of equity change, GLP pointed out that due to the continuous transformation of listed companies to communications and digital technology (including 5G, Leo satellite communications and optical communications, etc.) in recent years, compared with the GLP strategy, the business development direction of listed companies has changed, so this equity change has been carried out.

After the equity change, GLP still holds 51.7769 million shares in Wantong Development, accounting for 2.61 per cent of Wantong Development's total share capital. However, GLP pointed out that after this equity change is completed, the company has plans to continue to reduce its stake in Wantong Development in the next 12 months.CoraltroutThere are no plans to increase Wantong Development shares for the time being.

Prior to this offer, Hesheng Wealth did not hold any equity in Wantong Development, and the purpose of the transfer was to hold shares in listed companies through this equity change based on confidence in the investment value and future development prospects of listed companies. Apart from this equity change, Hesheng Wealth has no plans to increase or reduce its stake in Wantong development in the next 12 months.

The cross-border acquisition plan has been opposed by the directors.

Wantong Development is a veteran housing enterprise, born in 1991, is one of the earliest real estate enterprises in China, co-founded by Feng Lun, Wang Gongquan, Wang Qifu, Liu Jun, Yi Xiaodi and Pan Shiyi. Has created a lot of glory.

In 2016, Jiahua Oriental Holdings (Group) Co., Ltd. officially entered the development of Wantong, Feng Lun retired completely, and the actual controller of the company became Wang Yihui. After the change of ownership, the development of Wantong achieved a net profit of 605 million yuan in 2019, a high performance in recent years.

In the past two years, the performance of Wantong Development is not good. Data show that in 2022, the company lost 323 million yuan; in 2023, the company realized operating income of 487 million yuan, up 15.40% from the same period last year; and the net profit attributed to shareholders of listed companies was-390 million yuan, down 20.75% from the same period last year.

Under the continuous regulation and control of the property market, Wantong development is planning transformation, on the one hand, pay close attention to the changing trend of the communications and digital technology industry, promote the transformation work; on the other hand, continue to strategically shrink the traditional real estate business plate.

In November 2023, Wantong Development plans to acquire a controlling stake of less than 51% of Sales Optoelectronics, a supplier of optical communications components, through a major asset restructuring. On the other hand, continue to cultivate the previous layout of satellite Internet 5G/6G wireless communications industry related companies. In the future, the company will continue to gather key resources, key technologies and key teams of the communications and digital technology industry to break through key markets and promote strategic transformation to achieve success.

However, Wantong Development's cross-border acquisition of a controlling stake in Sales Optoelectronics is controversial. In the board vote related to the acquisition, seven directors of Wantong Development agreed, but two others voted against it. In this regard, the exchange also issued an inquiry letter, asking the company to make further additional disclosure.

The directors who voted against rarely argued that the transaction had a significant impact on the listed company and its shareholders, involving changes in the main business and potential cash investments that accounted for a significant proportion of the net assets of the listed company, however, the time left for directors to review these proposals and form a comprehensive judgment was too hasty, and the listed companies did not accept our proposal to postpone voting on the relevant proposals.

According to his resume, Xianyu, a director, has been a director of Wantong Development since June 2022. At the same time, Xianyu is also the chief financial officer of GLP China.

The statement of change of Rights and interests also shows that since December 2023, GLP has sold its Wantong Development shares many times through the stock exchange, and by the end of March this year, it has sold a total of 47.0798 million shares of Wantong Development. In other words, GLP has been retreating ever since Xianli voted against it.