Zhongtian Financial Group Co., Ltd. (the "Company") and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
Major Risk Alerts
-
Deposit Loss Risk
On December 28, 2017, the Company held the 74th meeting of the 7th Board of Directors, approving the proposal to sign a supplementary agreement to the equity acquisition framework agreement. The supplementary agreement increased the deposit amount from 1 billion RMB to 7 billion RMB. Beijing Millennium Shihau Electronic Technology Co., Ltd. ("Beijing Millennium Shihau") and Beijing Zhongsheng Century Technology Co., Ltd. ("Beijing Zhongsheng Century") entrusted the voting rights of their combined 33.41% stake in Huaxia Life Insurance Co., Ltd. ("Huaxia Life") to the Company, effective until the approval of this major asset purchase by the China Insurance Regulatory Commission and completion of related business registration changes or until the termination of this major asset purchase. According to the framework agreement and its supplementary agreement, if the major asset purchase cannot be completed due to reasons attributable to Beijing Millennium Shihau or Beijing Zhongsheng Century, they will return double the deposit to the Company. If the Company causes the failure of the major asset purchase, the deposit will not be refunded. If the failure is due to reasons not attributable to any party, the deposit will be refunded to the Company. Therefore, before the Company reaches a formal agreement regarding this transaction with Beijing Millennium Shihau and Beijing Zhongsheng Century, unless all parties agree to terminate the framework agreement and its supplementary agreement, if the Company unilaterally terminates these agreements leading to the failure of the transaction, the Company will face the risk of losing the deposit. As of now, the Company has paid a deposit of 7 billion RMB according to the agreement and the negotiated timeline and transaction process. Investors are urged to pay close attention. -
Transaction Uncertainty Risk
(1) The major asset purchase has not yet signed a formal transfer contract or agreement, and specific transaction matters remain uncertain.
(2) The major asset purchase requires approval from the Company's Board of Directors and shareholders' meeting, as well as the internal decision/approval processes of the transaction parties and the approval procedures of the state-owned asset regulatory authorities, with uncertain approval outcomes.
(3) The transaction must comply with relevant laws and regulations regarding major asset restructuring and must pass administrative approval from insurance regulatory authorities. Given the significance of this restructuring plan and the numerous matters involved, although the Company and the transaction parties have reached a preliminary transaction plan, it is still in the stage of reporting, communicating, consulting, and refining with relevant regulatory authorities, and a final plan has not yet been formed, nor has it entered substantive approval procedures. There is uncertainty regarding whether the final plan will receive administrative approval from industry regulatory authorities, and investors are advised to pay close attention. -
Business Transformation Risk
Upon completion of the major asset purchase, the Company's main business will undergo significant adjustments.