Giant Network plans to borrow 13.1 billion yuan from Century Cruise Ship CDH Hony to buy shares

Century Cruises plans to purchase 100% equity of Giant Network. The assessed value of the assets to be purchased is 13.124 billion yuan. The transaction consideration negotiated by all parties is 13.124 billion yuan. The chairman of Century Cruises may be replaced by Shi Yuzhu, chairman of Giant Network.

A-share company Century Cruises announced on the evening of the 22nd that the company plans to sell all assets and liabilities to Peng Jianhu, the company's actual controller, or his designated third party. The assessed value of the assets to be sold is 604.2362 million yuan, and the transaction price determined through negotiation by all parties is 604.24 million yuan.

At the same time, Century Cruises plans to purchase a 100% stake in Giant Network. The assessed value of the assets to be purchased is 13.124.2408 million yuan, and the transaction consideration determined through negotiation by all parties is 13.124.24 million yuan.

It is reported that Century Cruises purchased all shareholders of Giant Network by issuing shares, namely Lan Lin Investment, Zhongyi Jinyuan, Pu Re Investment, Pengteng Investment, Dinghui Fuyuan, Hony Chuangling, Fuye Investment and Tengpeng Investment. The total equity of Giant Network is 100%.

Century Cruises issued 443,686,270 shares to the above-mentioned Giant Network shareholders. The issue price is 90% of the average trading price of Century Cruises shares in the 20 trading days before the pricing benchmark date after ex-rights and ex-dividend adjustment, which is 29.58 yuan/share. The specific number of shares issued is as follows:

At the same time, Century Cruises plans to use the inquiry and issuance method to issue shares to no more than 10 other specific investors to raise matching funds. The total amount of matching funds raised will not exceed 5 million yuan. The controlling shareholder of the listed company or its controlled affiliates will not participate in the subscription of the raised matching funds, and the number of shares issued will not exceed 169,033,130 shares.

At present, 8 subscription targets have been identified for the supporting funds raised for this non-public offering. The number of shares issued is 53,191,489 shares and the issue price is 94 yuan/share. All subscription targets are subscribed in cash, and the total amount of funds raised is 4,999,999,966.00 yuan. The detailed fundraising situation is as follows:

It is reported that the above transaction was approved by the China Securities Regulatory Commission on March 31, 2016. So far, Giant Network has completed the industrial and commercial change registration for the change of its 100% equity ownership, and Giant Network has become a wholly-owned subsidiary of Century Cruises.

Giant CEO Liu Wei will take over Century Cruises

In addition, the management of Century Cruises has also undergone a major change in this way. The original management has all withdrawn, and the Giant management led by Giant Network CEO Liu Wei will take over.

On April 27, 2016, Century Cruises held the seventh meeting of the fourth board of directors and agreed that Peng Jianhu, the former general manager of the company, Li Weide, Ye Hua, Liu Yan and Chen Shupei, deputy general managers, and Zhang Shengquan, the chief financial officer and secretary of the board of directors, should withdraw from the management of the listed company and resign from the corresponding positions; It was agreed that the company's former directors Peng Jianhu, Liu Yan, Shi Xin, and Zhang Chongbin, and independent directors Jiang Jihai and Wang Mu, would withdraw from the board of directors and professional committees of the listed company, resign from the corresponding positions, and perform their duties until new directors and independent directors took office;

At the same time, it was agreed to appoint Liu Wei as the general manager of the company; it was agreed to appoint Ren Guanglu as the company's chief financial officer; it was agreed to nominate Shi Yuzhu, Liu Wei, Qu Fabing, and Ying Wei as candidates for non-independent directors of the company, and Pan Fei, Hu Jianji, and Gong Yan as candidates for independent directors of the company and submit them to the shareholders' meeting for review.

However, Peng Jianhu is still the chairman of Century Cruises, and almost all other important positions are held by Giant Network management. Not surprisingly, Peng Jianhu's chairman position will soon be replaced by Giant Network Chairman Shi Yuzhu.

Before and after this non-public offering, the shares of the company directly and indirectly held by the company's directors, supervisors and senior management personnel who are performing their duties are as follows:

With the advancement of this backdoor listing, it is foreseeable that Century Cruises will likely be renamed "Giant Network" in the future. Prior to this, Focus Media, which was delisted from U.S. stocks, had successfully borrowed from Qixi Holdings and renamed its shell company Qixi Holdings to "Focus Media."

Editor: vian