On June 17th, Glonhui announced that the board of directors of Sheen Tai (01335.HK) has been informed by the company's controlling shareholder, Sheen Tai Group Holdings Limited ("Seller"), that on June 15, 2024, it has entered into a sale and purchase agreement with Boheng Group Co., Ltd ("Buyer") regarding the transfer of company shares, subject to the Seller's conditional agreement to sell and the Buyer's conditional agreement to purchase a total of 608.5 million shares ("Sale Shares"), accounting for approximately 25.0% of the total number of the company's issued shares as of the announcement date, for a total consideration of HKD 152 million.
According to the sale and purchase agreement, (i) within 7 working days after the date of the sale and purchase agreement (or other agreed upon date), the Buyer shall pay HKD 76,062,500 to the Seller, and the Seller will transfer 304,250,000 shares (i.e., half of the Sale Shares) to the Buyer ("First Transfer"); and (ii) within three (3) months after the First Transfer (or other agreed upon date), the Buyer shall pay another HKD 76,062,500 to the Seller, and the Seller will transfer 304,250,000 shares (i.e., the other half of the Sale Shares) to the Buyer ("Second Transfer"). The First and Second Transfers shall be completed on or before September 30, 2024.
As of the announcement date, the Seller itself holds 1,206,086,000 shares, accounting for approximately 49.55% of the company's total issued shares. The Seller is 100% owned by Mr. Guo Yumin (chairman of the board of directors). The Seller, Mr. Guo Yumin, and Ms. Xia Yu (Mr. Guo Yumin's spouse and executive director) collectively hold 1,511,536,164 shares, accounting for approximately 62.1% of the company's total issued shares.
After the share transfer is completed, assuming that the total number of issued shares has not changed from the date of the sale and purchase agreement to the completion of the share transfer, the Seller, Mr. Guo Yumin, and Ms. Xia Yu will hold approximately 37.1% of the company's total issued shares, and the Buyer will hold 25.0% of the company's total issued shares. Therefore, the Seller, Mr. Guo Yumin, and Ms. Xia Yu will continue to be the controlling shareholders of the company, and the Buyer will become the major shareholder of the company.