Securities Code: 000578
Securities Abbreviation: Salt Lake Group
Announcement Number: 2011-014
Qinghai Salt Lake Industry Group Co., Ltd. announces the implementation of additional consideration for the reform of shareholding structure. The company and all members of the board guarantee that the content of this information disclosure is true, accurate, and complete, without false records, misleading statements, or major omissions.
Important Notice
- The registration date for the additional consideration shares of Salt Lake Group is March 1, 2011.
- According to the shareholder register as of February 23, 2011, eligible shareholders of Salt Lake Group will receive 2.071671 additional shares for every 10 circulating shares. Salt Lake Group's stock has been specially suspended since February 21, 2011, but it does not exclude the possibility of changes in the number of eligible circulating shares due to non-trading transfers or registration changes from February 24 to March 1, 2011. Therefore, the company will issue a confirmation announcement on March 3, 2011, to determine the final number of additional shares each eligible circulating share will receive. Investors are advised to pay attention!
- After the implementation of the additional consideration, Salt Lake Group will determine the share conversion registration date and carry out the share conversion. Following the completion of the share conversion, Salt Lake Group will apply for delisting from the Shenzhen Stock Exchange. After the relevant procedures are completed, Salt Lake Group's shares will be delisted and canceled. After the shares of Salt Lake Group are converted into shares of Salt Lake Potash and Salt Lake Group is delisted, Salt Lake Potash will apply for the listing of the newly issued shares on the Shenzhen Stock Exchange, and after the relevant procedures are completed, the stock of Salt Lake Potash will resume trading, and the newly issued shares from the merger will begin to circulate. Investors are advised to pay attention to related announcements!
1. Key Points of the Additional Consideration Plan
According to the "Shareholding Structure Reform Prospectus of Qinghai Digital Network Investment (Group) Co., Ltd.", the main content of the relevant commitments of Salt Lake Group (formerly "Qinghai Digital Network Investment (Group) Co., Ltd.") is as follows:
Qinghai Guotou, Sinochem Group (as the shares held by Sinochem Group have been transferred to Sinochem Co., the relevant obligation for additional consideration is assumed by Sinochem Co.), and Xingyunxin made special commitments for additional consideration: In order to protect the interests of circulating shareholders, Qinghai Guotou, Sinochem Group, and Xingyunxin made special commitments for additional consideration.
Trigger Conditions
After the completion of this shareholding structure reform, if any of the following three conditions occur, additional consideration will be provided to the circulating shareholders of the company registered after the registration date of additional consideration shares:
- The financial report for the year 2010 of the surviving company receives a non-standard unqualified audit opinion;
- The surviving company fails to disclose the annual report for the year 2010 within the statutory disclosure time;
- If the restructuring is completed before December 31, 2007, the net profit of the surviving company in 2008 is less than 830 million yuan, or the net profit in 2009 is less than 1.07 billion yuan, or the net profit in 2010 is less than 1.5 billion yuan; or according to a special audit report issued by a qualified accounting firm, the total profit from the non-potash business of the surviving company in 2010 accounts for less than 60% of the total profit from all businesses of the surviving company.