At the beginning of May 2016, Shandong Weigao announced that, for better embodiment of the value on the date of publication of Shandong Weigao Orthopedic Device Company Limited (Weigao Orthopedic), a non wholly-owned subsidiary of the company, Shandong Weigao Orthopedic (01066) is planning to invest all the equities of Weigao Orthopedic in an A-share listed company to exchange the A shares to be issued by the company (transaction suggested).
On the evening of June 14, after being suspended for nearly 4 months, Zhuhai Winbase International Chemical Tank Terminal Co., Ltd. (Winbase) released restructuring draft, consisting of great asset replacement, purchasing assets by means of stock issuance, share transfer, supporting funds collecting. After restructuring, Winbase will hold 100% stock equity of Weigao Orthopedic, with transaction value of CNY 6.06 billion; H Share company Weigao Co., Ltd will become major shareholder of the listed company, ChenXueli will the actual controller and the transaction will constitute back-door listing.
Specifically, Winbase made replacement in exchange-out assets with the equivalent part of 81% shares of Weigao Orthopedic jointly held by Weigao logistics, Weigao, and the exchange-out asset valued CNY 1.219 billion. To facilitate implementation of the restructuring, Weigao assigned all its exchange-out assets from its listed company to Weigao logistics.
The difference after replacement shall be purchased by Winbase from Weigao in form of private placement; and Winbase issued shares to Alltrade, Weihai Yongyao and Weihai Hongyangrui to purchase their respective shares of Weigao Orthopedic.
Later, Weigao purchase 70.3 million shares of the listed company from the original major shareholder Shiyou Chemical with its 100% equity of Weigao Logistics of CNY 1.419 billion.
Before and after completion of transaction, capital stock structure of Winbase was as follows:
|
S/N |
Name of shareholder |
Amount of holding shares (share) |
Proportion of holding shares |
|
1 |
Shiyou Chemical |
46,720,000 |
5.38% |
|
3 |
Weigao |
465,720,101 |
53.61% |
|
4 |
Weihai Yongyao |
18,017,839 |
2.07% |
|
5 |
Weihai Hongyangrui |
42,041,625 |
4.84% |
|
6 |
Alltrade |
54,053,518 |
6.22% |
|
7 |
Yang Zhijun |
25,272,547 |
2.91% |
|
8 |
Dong Rong |
12,388,503 |
1.43% |
|
9 |
Liu Xiaohang |
3,964,321 |
0.46% |
|
10 |
Xu Xiaojing |
3,964,321 |
0.46% |
|
11 |
Xu Zhuo |
3,964,321 |
0.46% |
|
12 |
Guo Yong |
6,937,561 |
0.80% |
|
13 |
Xiang Xiaojing |
2,973,240 |
0.34% |
|
14 |
Wu Liang |
14,866,204 |
1.71% |
|
15 |
Chi Faan |
14,866,204 |
1.71% |
|
16 |
Others |
152,980,000 |
17.61% |
In addition, in order to improve the restructuring performance, Winbase planned to collect supporting funds of no more than CNY 1.2 billion from Weigao and other companies by means of private placement for agency fee and construction of orthopaedic hospitals by Weigao Orthopedic in Jinan, Shanghai, Chengdu and other places.