Announcement on the Signing of the Voting Rights Entrustment Agreement by the Controlling Shareholder and Actual Controller, and Change of Company Control
Shenzhen Hongtao Group Co., Ltd. and all members of the board guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
Special Reminder:
-
The company's controlling shareholder and actual controller, Liu Nianxin, has signed a Voting Rights Entrustment Agreement with Yinggu Energy regarding the entrustment of voting rights and the purchase of shares in the listed company. The agreement stipulates that Mr. Liu will entrust all voting rights of the Hongtao shares he directly holds to Yinggu Energy and promises not to seek control of the listed company in any other way, actively assisting Yinggu Energy in becoming the actual controller of the listed company according to relevant securities market regulations. Before this change in equity, Mr. Liu held 321,620,366 shares, accounting for 18.31%. After this change, Yinggu Energy will hold no less than 18.31% of the voting rights, with the controlling shareholder changing to Yinggu Energy and the actual controllers changing to Chen Xiuhua and Tang Biqi (who are mother and son and act in concert). According to Yinggu Energy's financial statements, it has low cash reserves and a high debt-to-asset ratio.
-
Apart from this change in equity, Yinggu Energy agrees to actively participate in the selection of investors for the listed company as required by the company's pre-restructuring/restructuring manager. If Yinggu Energy qualifies as an investor, it will actively promote the judicial restructuring process and participate in the specific shareholding ratio and operational planning for new industries, as determined in a formal restructuring investment agreement signed with the manager. Additionally, according to the Voting Rights Entrustment Agreement, if the restructuring of the listed company is unsuccessful, this agreement will automatically become invalid.
-
Mr. Liu holds 321,620,366 shares, with 310,535,186 shares pledged, accounting for 96.55% of his holdings. Among the pledged shares, 176,495,186 shares have been applied for forced liquidation by the pledgee, Guoxin Securities, posing a risk of liquidation. Additionally, 134,040,000 shares are at risk of liquidation due to the expiration of the pledge loan. Recently, Mr. Liu received an "Execution Ruling" from the People's Court of Nanshan District, Shenzhen, where the applicant, Shenzhen Fangda Real Estate Development Co., Ltd., has applied for compulsory execution regarding a dispute over a housing sale contract with Mr. Liu, seeking to execute 48,929,745 shares held by him. As of the date of this announcement, Mr. Liu's shares have not yet been forcibly executed. According to the Voting Rights Entrustment Agreement, if there are changes in the number of shares held by the entrusting party due to judicial reasons, the number of shares held will be adjusted accordingly, and this agreement will automatically apply to the adjusted shares, with the voting rights also fully entrusted to the trustee.
-
The company's stock trading has been subject to "delisting risk warning" since May 6, 2024, and is additionally subject to "other risk warnings." According to the Voting Rights Entrustment Agreement, if the listed company faces delisting, this agreement will automatically become invalid.
-
The Intermediate People's Court of Shenzhen has decided to initiate the company's pre-restructuring process, but there is uncertainty regarding whether the company can enter the restructuring process. If the court rules that the company enters restructuring, the Shenzhen Stock Exchange will impose additional "delisting risk warnings" on the company's stock trading. If the restructuring fails, the company may face bankruptcy risks. If the company is declared bankrupt, according to the relevant provisions of the Shenzhen Stock Exchange's listing rules, the company's stock will face the risk of being delisted.