Yintai Applies For "Cleaning Exemption" On Ali Acquisition.

< p > as the Hongkong media has disclosed before, on the evening of April 11th, the chairman of the board of directors of the company and Alibaba group (hereinafter referred to as "Ali") were considered to act in concert. Shen Guojun issued a notice to apply for "cleaning exemption". I hope that if Ali considers debt to equity swap, Ali or any concerted action will be free from the offer of a compulsory comprehensive acquisition of Yintai business.

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A week ago, Hongkong reported that Ali had subscribed 9.9% stake and convertible bond in Yintai 9.9% with more than 5 billion 300 million Hong Kong dollars. If all convertible bonds can be exchanged, Ali will hold about 26.13% stake in Yintai, which is only slightly lower than the 26.53% stake held by Shen Guojun, the largest shareholder and chairman of Yintai, and become the second largest shareholder.

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< p > but those who are familiar with M & a business point out that "two groups holding more than 20% but less than 29.9% will be presumed to act in concert, and the latter is responsible for making full purchases."

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< p > If Ali is presumed to act in concert with Shen Guojun, he has the responsibility to make a comprehensive acquisition to Yintai small shareholders.

With the cost of HK $7.5335 per share, the total cost will be as high as HK $20 billion 500 million, which is about 3 times higher than the original amount.

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< p > the report also revealed that < a href= "http://www.91se91.com/news/index_c.asp" > Yintai commercial < /a > is hiring an independent financial adviser, preparing to apply for "cleaning exemption" to avoid triggering a comprehensive acquisition.

Moreover, when applying for "cleaning exemption", Yintai will also submit proof against the Hongkong Securities Regulatory Commission to prove that Ali and Shen Guojun are not acting in concert.

Approval of "cleaning exemption" should still be approved by a majority of independent shareholders.

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< p > < strong > < a > href= > http://www.91se91.com/news/index_c.asp > > Ali > /a > and Shen Guojun all invest < /strong > /p >

< p > < strong > except for Yintai business. < /strong > /p >

< p > Yintai Commerce said in its latest announcement that as of the date of the announcement, Shen Guojun, chairman of Yintai business, holds 721 million shares, accounting for about 35.92% of the issued share capital of the company.

Because Shen Guojun and investor Alibaba Investment Limited (Alibaba Investment Co., Ltd., hereinafter referred to as "Ali investment") have invested in two companies outside Yintai business, Shen Guojun is regarded as a concerted activist for Ali investment in terms of takeover rules.

Once Ali has invested in the exercise of convertible bonds and holds 20% or more of the voting rights of the company, Shen Guojun is also regarded as a concerted activist for investors.

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< p > in the end, if Ali investment is not exercised, the interests of Shen Guojun, Ali and his concerted activists or those deemed to be concerted action will be increased from about 35.92% to about 42.27%.

After exercising his shareholdings, Ali will have a further increase from 42.27% to 52.66%.

Under article 26.1 of the code of acquisition, unless the securities and Futures Commission grants a clean exemption and the independent shareholder approves it or gets the SFC ruling of the securities and Futures Commission, Alibaba and its co operative persons have the responsibility to propose strong comprehensive takeover offer to shareholders.

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< p > Yintai business said that Ali investment did not believe that he actually acted in concert with Shen Guojun, because Ali investment did not conclude any agreement or understanding with Shen Guojun on the positive cooperation in acquiring or consolidating the control of Yintai commerce.

However, unless the contrary is proved, they will still be regarded as acting in concert.

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< p > however, both Ali investment and Yintai business believe that the exemption will increase the certainty and expediency of the paction to be carried out under the subscription agreement.

Therefore, alibaba will apply for the cleaning exemption to the executive personnel on the issue of subscription shares and the conversion of shares.

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< < p > Yintai business bulletin explains that "cleaning exemption" means that if the subscription is made, or because of the subscription, the Alibaba investment, the Alibaba group or any party's concerted action will grant any exemption from the mandatory full takeover offer for all shares that have not yet owned or agreed to acquire.

The executive is the executive director or executive director of the corporate finance department of the Hongkong securities and Futures Commission.

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< p > < strong > Cai Chongxin and Ali Affiliated Companies < /strong > < /p >

< p > < strong > has held Yintai commercial 1 million 830 thousand shares < /strong > < /p >.

< p > intime business announced yesterday that the company will convene and hold a provisional shareholders' meeting to consider and approve the subscription and cleaning exemption as appropriate.

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< p >, however, after making reasonable enquiries, from March 31, 2014 to the first six months of April 11th, Cai Chongxin, executive director of Alibaba group's board of directors, was regarded as a concerted activist of Ali investment, holding 8000 shares of Yintai business. In addition, another indirectly owned Affiliated Companies The Libra Capital Greater China Fund Limited of Alibaba group was also regarded as an investor's concerted action, holding 1 million 825 thousand shares of a href= "http://www.91se91.com/news/index_c.asp".

The above two shares hold 1 million 833 thousand shares of Yintai business.

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Shen Guojun, Cai Chongxin and Ali's Affiliated Companies will give up voting on cleaning up exemption resolutions at the provisional shareholders' meeting as P.

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< p > announcement indicates that if the executive gives a cleaning exemption, the cleaning exemption will be subject to the approval of the independent shareholders at the provisional shareholders' meeting by voting.

The delivery of shares is subject to the approval of the Hongkong securities and Futures Commission and the approval of the independent shareholders or the award of the SFC.

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< p > If independent shareholders approve the cleaning exemption, convertible bonds can be converted to converted shares in full, and the shares held by Alibaba investment and its concerted activist or as a concerted action person (including Shen Guojun) will exceed 50%.

Under the provisions of the code of acquisition, a concerted action or a concerted action may further increase the stake in Yintai, but it is not mandatory to make a comprehensive offer.

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Last Friday, Yintai business closed at HK $8.15, up 0.74% from the previous trading day.

Compared with ALI announced the stock before the suspension price of HK $9.03, down 9.75%.

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