On November 10, communal science and technology and Zhongshan communal career group limited company have signed the communal science and technology " absorb to merge agreement " to draft to change share absorption combined communal group, it when absorption merger standard business, liability, rights and interests and all assets of June 30,2007 of day merge into communal science and technology.
August 20 of this year, communal science and technology have issued relevant change share absorption combined communal group and is directional to increase the announcement of preparatory scheme sent the purchase asset of small towns of water supply. The specific content of today announcement before as state preparatory scheme have carried out relevant adjustment.
The content of adjustment includes: For communal group, striping scheme by the asset before absorption merger have adjusted , in original asset strips scheme will remain when the Zhongshan city golden leaf in communal group after strips trade limited company stock right since is concerned with tobacco special profession, this will be adjusted to fit to enter, strip asset scope, in all stock rights of 65% held by communal group puts under collect group to hold. October 17,2007, communal group strips because of asset have handled correspondingly industrial and commercial reduce capital change formality, registered capital is 600 million Yuan by the change of 1000 million Yuan.
In collect group to set up in August 24,2007, is communal for Zhongshan city country capital member to change share absorption merger for this communal science and technology to control share shareholder group Ji the major asset company that reshuffles and sets up specially , hold the communal group stock of 100%, it is Zhongshan city country capital member to invest person.
According to relevant asset assessment report, communal group assessment standard day June 30,2007 is 301 after the net asset of assessment worths , 8,645.3 thousand Yuan calculates with the 600 million Yuan of registered capital, communal group change share price to be approximately per the registered capital of 1 Yuan 5.03 Yuan, according to communal science and technology stop brand on July 4,2007 former 20 trades dayStockTrade price each 8.15 Yuan folds share, is equivalent to each communal group registered capital of 1 Yuan according to about 1: 0.617 change share proportion to gain the communal stock of science and technology.
The registered capital of communal group totals the quantity with conversion of the communal stock of science and technology, is share 370,385,926, take communal science and technology changes share absorption combined communal group , increase recently the stock purchase asset 61.84% of water supply of the 598,987,089 total share of capital stock after trade completes.
After this absorbs combined completion, the corporate organization of communal group is written off because of merger, the completely 64,892,978 share of communal science and technology that communal group holds ( in which: Sell share to circulation A share 53,621,828 , infinity sells share to 11,271,150) stock will write off therewith.
After above-mentioned in change share to be completed , the shareholder of collecting group for communal group invests the stock with all conversions of communal science and technology. However, this stock circulates to sell A share, stock limits to to sell issue , is 3 years, when communal science and technology publish day of stock change announcement, in 36 months, do not transfer or appear on the market to trade , it is rear to sell to expire may circulate on the market.
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On November 10, communal science and technology have still signed respectively with the 5 companies of small towns of water supply" asset subscription stock agreement" , increase stock recently to the 5 companies of small towns of water supply to purchase its asset of water supply of main business possessed.
Basis asset assessment report, up to June 30,2007, the 5 company's all asset assessment values of small towns of water supply of water supply of main business are 55, 4,779.8 thousand Yuan, according to 8.15 Yuan fold share price, the 5 company's assets of small towns of water supply total to convert into the quantity of the communal stock of science and technology , is share 68,071,141, take communal science and technology changes share absorption combined communal group , increase recently the stock purchase asset 11.36% of water supply of the 598,987,089 total share of capital stock after trade completes.
Above-mentioned change share absorption merger must get the communal shareholder meeting of science and technology yet to review to pass, and the authorized rear of Chinese certificate prison meeting and related country capital superintendency department may be implemented , concerning asset subscription stock matter, must also get company's shareholder meeting to review to pass, the approval of and Chinese certificate prison meeting.
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Information shows that goes to the year end of 2006 years , Zhongshan city region boundary builds have and operate have more perfect handling facility , have the water treatment plant of tap water of certain scale to possess 33, difference is the Zhongshan city limited company of water supply , each town company of water supply or village has and operation. July 2003 Zhongshan municipal government puts forward enforcement whole city" the inning chess of water supply" overall development scheme, in order to accelerate the Zhongshan city profession marketization process of water supply.
Basis" the inning chess of water supply" overall planning, will be supplied water by the Zhongshan city of communal group subordinate limited responsibility company purchases the facility asset of water supply of existing whole city step by step, in each related town, district establishes water supply to manage branch , optimizes to adjust the facility of water supply of whole city , implements the regional network of the whole city net of feed pipe , raises the operation efficiency of the entire system of water supply and scale benefit. This communal science and technology change the behavior of share absorption combined communal group for increasing the major asset reshuffle of the stock purchase asset of small towns of water supply and recently , only hope to have the aid of capital market platform based on the scheme of " the inning chess of water supply ", become bigger in terms of both size and influence the Zhongshan city career of water supply implements.
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