CICC investment Group "kill out" *st the prospect of the reconstruction of seabirds blurred

Source: Internet
Author: User
In the natural Bao Chongxian of the Zhou Zhenming held by the Shanghai East Macro Industrial Investment Co., Ltd. (hereinafter referred to as "Dong Hong Industrial") 100% shareholder equity, and thus become the actual controller of *st seabirds (600634.SH), CICC Investment (group) Limited, formerly intended to reorganize *st seabirds (hereinafter "CICC Investment Group"), was again  "Kill out", the actual control of the change of people questioned.  *st Seabirds May 29 announced that the company's controlling shareholder Dong Hong Industrial legal representative Zhou Zhenming and the natural person Bao Chongxian signed the "Equity purchase Agreement", Zhou Zhenming in accordance with the terms of the agreement to the Bao Chongxian transfer of its holdings of the East Hong Industrial 100% shareholders, and on May 27, the registration of industrial and commercial legal person changes. But on May 28, *st seabirds received a letter from CICC, said Dong Hong Industrial, Zhou Zhenming and Dongshegen signed the "Letter of Commitment to CICC" (hereinafter "commitment letter") on March 24, 2010, mainly for 18 months from the date of issuance of the letter of commitment, Dong Hong industry to ensure that the CICC investment Group has the right  St seabirds have the right of priority and exclusivity for major asset reorganization and, at the same time, 18 months after its expiry, the CICC group is entitled, under the same conditions, to undertake a major reorganization of the *st seabirds and the shares of *st seabirds held by the East Hong Industrial estate. June 1, the CICC investment group again issued a letter, said Zhou Zhenming violated the above commitment letter, the East macro industrial equity transfer to a third party, but even if the equity has been transferred, East Hong Industrial as an independent legal body, still need to fulfill the above-mentioned commitment letter, CICC still enjoy the  St seabirds have the right of priority and exclusivity to carry out major reorganization of assets and still enjoy the right to vote on *st seabirds.  Today, Zhou Zhenming issued a written apology and statement confirming the signing of the letter of Commitment on the afternoon of December 30, 2009, but the actual date of signature is not March 24, 2010 as marked in the letter of commitment. In fact, on November 18, 2009, the company signed the agreement on the transfer of shares with CICC, and intends to transfer 18,865,170 of the *st seabirds to CICC investment group. Due to judicial reasons, the above shares can not be transferred, so that the equity transfer agreement and the CICC investment Group to the *st seabirds in the relevant major assets reorganization matters are terminated.  But CICC has already paid a reorganization fee of over 20 million yuan for the restructuring.  In the above-mentioned letter of commitment, Zhou Zhenming and Dong Hong Industry, if the breach of the above commitments, will pay 20 million yuan compensation and 20 million yuan liquidated damages. But Bao Chongxian, in a legal opinion commissioned by a lawyer, believes that within 18 months of the letter of commitment, if the *st of seabirds is unsuccessful and the *st seabirds are not profitable, the city will be returned and *st major assets reorganization should not be decided unilaterally by the first major shareholder in the form of a letter of commitment, which would seriously impair the legitimate rights of other shareholders , and a number of articles in the letter of commitment, which are malicious collusion, shall be null and void.

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