Guang Bai Shares Intends To Acquire 100% Of The Friendship Group And Introduce Strategic Investors.

Recently, Guang Bai shares announced that it intends to acquire one hundred percent of the friendship group's shares, and disclose the issue of shares and pay cash to purchase assets and raise plans for matching funds and related transactions, including "issuing shares and paying cash to purchase assets" and "issuing shares to raise matching funds", as follows:

1. Guang Bai shares intends to purchase one hundred percent stake in Guangdong merchants capital, Guang Shang fund, Bank of China investment and investment in the Chinese Friendship Group by issuing shares and paying cash. The number of non-public offering shares will be determined by the final transaction price of the underlying assets divided by the issue price, and the issue price should not be lower than 90% of the market reference price.

Two, the listed company intends to issue 84 million 848 thousand and 484 shares of A shares to China Life Insurance Company (no more than 30% of the total share capital before the transaction), the issue price is 8.25 yuan / share, and the matching funds are not more than 700 million yuan, which will be used to pay the cash consideration of the transaction.

Through this transaction, Guang Bai shares signed the strategic cooperation agreement with the National Life Management Bureau, and introduced the national life management team as the strategic investor. The two sides will actively explore the cooperation mode of "Finance + industry", and the national life information management company will make full use of its financial business resources and brand advantages to enhance the competitiveness of the 100 shares.

Guang Bai shares stressed that the issue of shares and the payment of cash to purchase assets are not based on the success of supporting the matching funds. Whether the supporting funds are successful will not affect the implementation of the issue of shares and the payment of cash to purchase assets.

Guang Bai shares said that after the completion of the transaction, the company will grow significantly in terms of asset size, income scale and so on. The comprehensive competitive strength and risk tolerance capability will be further enhanced, which will help to improve the assets quality and profitability of the company and enhance its continued operation ability.

According to the announcement, the friendship group was established in December 2015 with a registered capital of 50 million yuan, and it was subscribed by one hundred percent of friendship shares (later renamed Yuexiu gold control).

In February 27, 2019, Guang Bai holding group, a wholly owned subsidiary of "Guang Bai group" (later renamed "Guangzhou business control"), was granted a one hundred percent stake in the Yuexiu friendship group, which was granted by the Guangdong capital company, with a transaction price of 3 billion 832 million yuan. In March 28th, the friendship group completed the registration of industrial and commercial changes on the above matters.

In March 12, 2020, Guang Shang capital was approved by the Guangzhou SASAC and transferred to the Bank of China by a non-public agreement, transferring the 12.949% equity interest of the friendship group to the Bank of China, transferring the 5.1796% share interest to the construction of Chinese language, transferring the 12.949% stake to the Guangdong fund, and in March 26th, the friendship group completed the registration of industrial and commercial registration for the above transfer of shares.

Friendship group is mainly engaged in department store business and is close to the main business of Guang Bai shares. To solve the problem of competition in the same industry, Guangzhou commercial control initiated the transfer of its one hundred percent stake in the friendship group to the related issues of Guang Bai shares.

Through this reorganization, the target company is injected into the listed company and incorporated into the scope of the merger of listed companies, which solves the problem of intercompany competition between the listed company and the controlling shareholder, and helps to standardize the operation of the listed company.

It is worth noting that, for the 20 trading days before the suspension of the transaction, the total closing price of the company's stock rose by 95.08%. The fluctuation rate of the Shenzhen stock index index was 92.46% after excluding the index of the Shenzhen composite index, and the fluctuation rate was 76.74% after excluding the index of the same department store.

Excluding the large market factors and the same industry sector factors, the cumulative increase of more than 20% reached the relevant standards stipulated in the fifth regulation of the China Securities Regulatory Commission on the regulation of information disclosure of listed companies and related parties' actions. There is a risk of suspension, suspension or cancellation of the transaction due to abnormal fluctuations in stock prices or abnormal transactions which may be suspected of insider trading.