●2006-05-26 Lulu, Chengde: The CSRC agreed to exempt the company from its tender offer obligation.
Chengde Lulu (000848) recently received the approval from the shareholder Wanxiang Sannong Co., Ltd. on the Reply of China Securities Regulatory Commission on agreeing Wanxiang Sannong Co., Ltd. to announce the acquisition report of Hebei Chengde Lulu Co., Ltd. and exempting it from the obligation of tender offer. The main contents are as follows:
I. I have no objection to Wanxiang Sannong Co., Ltd.' s announcement of the Acquisition Report of Hebei Chengde Lulu Co., Ltd. in accordance with the Measures for the Administration of Acquisition of Listed Companies, and shall fulfill its information disclosure obligations in a timely manner in accordance with relevant regulations.
2. I will agree to exempt Wanxiang Sannong from the obligation of tender offer to increase the share of listed companies from 26% to 42.55% due to the directional repurchase of state shares by Hebei Chengde Lulu Co., Ltd., and to increase the share of listed companies in the second month after the completion of the share-trading reform in Chengde Lulu.
On February 18, 2006, after deliberation by the board of directors of Chengde Lulu, Chengde Lulu intends to buy back all the national shares of Chengde Lulu held by Lulu Group, accounting for 20 14,000 shares. After the repurchase, Lulu Group no longer holds shares of Chengde Lulu. Wanxiang Sannong currently holds 80.886 million shares of Chengde Lulu, accounting for 26% of the total share capital of Chengde Lulu before the repurchase. After the repurchase, Wanxiang Sannong still holds 80.886 million shares of Chengde Lulu, accounting for 42.55% of the total share capital of Chengde Lulu after the repurchase.
Purpose of this acquisition (repurchase)
1 Respond to the call of "Several Opinions of the State Council on Promoting the Reform, Opening-up and Stable Development of the Capital Market", effectively improve the profitability and standardize the operation level of listed companies, establish a scientific and standardized corporate governance structure, and form a standardized and effective incentive and restraint mechanism.
2. The company's directional repurchase is an integral part of the company's share-trading reform, which creates a prerequisite for the company's share-trading reform.
3. Optimize the company's capital structure, realize the transformation of enterprise management mechanism, introduce flexible and efficient business model, strengthen the company's competitive advantage, and realize the company's sustained and rapid development.
4. Thoroughly solve the problems left over from history, put an end to the unreasonable occupation of related funds, reduce related transactions, and promote the independent operation and healthy development of listed companies.
Subsequent plans to increase or dispose of shares
In order to successfully solve the problem of share-trading reform and protect the interests of tradable shareholders, Wanxiang Sannong promises to increase its shareholding in Chengde Lulu according to the following terms:
A. The benchmark price is 5.50 yuan;
B. Based on the benchmark price, if the closing price of Chengde Lulu's shares is lower than the benchmark price within two months after the implementation of the share-trading reform plan, Wanxiang Sannong will start to increase its holdings in the secondary market on the next trading day until the shareholding ratio of Wanxiang Sannong reaches more than 50% or the share price of Chengde Lulu is higher than 5.50 yuan; If the shareholding ratio of Wanxiang Sannong is less than 50% within two months, the company will continue to increase its shareholding according to the above conditions until the company holds more than 50% shares of Chengde Lulu.
Changes or adjustments to the main business of Chengde Lulu
After the directional repurchase, Wanxiang Sannong automatically became the controlling shareholder of Chengde Lulu, and Wanxiang Sannong promised to maintain the stability of the company's operation after the directional repurchase.
Wanxiang Sannong has no plans to change the main business of Chengde Lulu or make any major adjustments to its main business after completing this acquisition (repurchase).
Disposal of major assets and liabilities of Chengde Lulu or other similar major decisions.
Wanxiang Sannong has no plans or other similar major decisions to dispose of the major assets and liabilities of Chengde Lulu after the completion of this acquisition (repurchase).
●2006-05-23 Lulu, Chengde: The CSRC agreed that the company would implement the plan of directional repurchase of state shares.
Chengde Lulu (000848) received the Opinions of China Securities Regulatory Commission on the Directional Repurchase of State Shares by Hebei Chengde Lulu Co., Ltd. on May 22, 2006. The CSRC has no objection to the company's implementation of this directional repurchase plan of state shares, and agreed to the company's implementation of the directional repurchase plan of state shares. According to the requirements of the CSRC, the company will go through the formalities of directional repurchase of state shares as soon as possible, and then implement the share-trading reform plan. After the plan is implemented, the company's shares will resume trading, and relevant information companies will announce it in time.