On November 1, Geelong announced that Legend Holding (03396.HK), on November 1, 2024, as the seller one, Juncreation Group (an indirect wholly-owned subsidiary of the company, as the seller two, together with seller one), the target company (Jun Finance International Leasing Co., Ltd.), the remaining shareholders of the target company, certain subsidiaries of the target company, and Sunshine Life (as the buyer) signed a equity transfer and capital increase agreement. Accordingly, (i) seller one and seller two respectively conditionally agreed to sell and the buyer conditionally agreed to acquire RMB 426,080,889 and RMB 23,942,717 of the registered capital of the target company (approximately 14.51% and 0.82% of the expanded registered capital of the target company), at prices of RMB 474,088,964 and RMB 26,640,430 respectively; (ii) Sunshine Life conditionally agreed to subscribe for RMB 802,776,242 to subscribe for the newly added RMB 721,484,027 of the target company's expanded registered capital (approximately 24.57% of the expanded registered capital of the target company).
Upon completion of the transfer and capital increase transactions, the company indirectly holds 52.79% of the target company through Juncreation Group, and the target company will remain a subsidiary of the company.
On November 1, 2024, the target company, the original shareholders, certain subsidiaries of the target company, and Sunshine Life also signed a shareholder agreement, stipulating the shareholder rights of the target company. Accordingly, in the event of any repurchase event as described in the "Repurchase Right" section of this announcement, Sunshine Life has the right to request Juncreation Group, the company, and designated and Sunshine Life-approved parties to repurchase all or part of the target company shares held by Sunshine Life at that time.
The target company is a limited liability company registered in accordance with Chinese law, specialized in financial leasing and related businesses under the company. The target company remains focused on providing professional and comprehensive financing solutions to customers, mainly serving multiple sectors representing the growth points of the Chinese economy, such as advanced manufacturing, public services, energy-saving and environmentally friendly, consumer goods, small and micro enterprises, transportation and logistics. As of the date of this announcement, the company directly and indirectly holds 90.31% of the target company's shares.
Sunshine Life is a leading domestic professional life insurance company, with its controlling shareholder, Sunshine Insurance Group Limited, being a large insurance group listed in Hong Kong and ranked among the top 500 Chinese enterprises. Through this strategic cooperation, not only can it optimize the governance structure of the target company and enhance its capital strength, but it will also benefit from Sunshine Life's support in customer resources, sales channels, funding sources, risk management, among others, conducive to enhancing the target company's overall competitiveness and profitability. Additionally, the transfer and capital increase transactions will further enhance the company's operating funds and cash flow, beneficial for consolidating the company's financial and cash position. Therefore, the company believes that entering into the equity transfer and capital increase agreement, as well as the shareholder agreement, aligns with the company's strategic development direction and contributes to the enhancement of shareholder value.
The proceeds from the transfer and capital increase transactions are planned to be used for the daily operations and/or debt repayment of the company and the target company, and will be reallocated to other investment opportunities in a timely manner, better serving the group's strategic development.