杉杉股份拟易主国资提前涨停 收购价较首轮溢价超40%

Core Viewpoint - The announcement of a restructuring investment agreement by Shanshan Co., Ltd. (杉杉股份) indicates a significant shift in control, with Anhui Wanwei Group (皖维集团) set to acquire a substantial stake in the company through a structured investment plan [1][4]. Group 1: Restructuring Agreement Details - Shanshan Group and its subsidiary Ningbo Pengze Trading signed a restructuring investment agreement with Anhui Wanwei Group and Ningbo Financial Asset Management, allowing Wanwei Group to control 21.88% of Shanshan's voting rights [1][2]. - The total investment for direct stock acquisition and immediate capital contribution is capped at approximately 7.156 billion yuan [2]. - Wanwei Group will acquire 13.5% of Shanshan's shares at a price of approximately 16.42 yuan per share, totaling around 4.987 billion yuan, which represents a 43.53% premium over the initial restructuring price of 11.44 yuan [4]. Group 2: Shareholder Agreements and Control Changes - Following the restructuring, Shanshan Group's control will shift to Wanwei Group, with the actual controller becoming the Anhui Provincial State-owned Assets Supervision and Administration Commission [3]. - The remaining 8.38% of shares will be retained by the restructured debtors, who will enter into a three-year action agreement with Wanwei Group to ensure coordinated voting rights [4]. Group 3: Debt Settlement Mechanism - The restructuring investment agreement introduces a bankruptcy service trust as a debt repayment platform, which includes the retained shares and other assets [5]. - Creditors have two options for debt repayment: immediate capital contribution at 11.5 yuan per share or future stock acquisition, with the latter allowing for a buyback option at the same price plus interest [5]. - Ningbo Financial Asset Management will act as the first disposal institution for the bankruptcy service trust, managing the asset disposal according to creditor directives [5].