Nearly 12% discount! Ying Tong Communications' actual controller plans to transfer 5% of shares; the transferee has been established for just over a month and has not yet filed. The company responds accordingly.

On March 4th, Ying Tong Communications (SZ002861, stock price 19.5 yuan, market value 3.633 billion yuan) announced that its controlling shareholder and actual controller, Huang Hui, along with some concerted parties, signed a “Share Transfer Agreement” with Hangzhou Chen Yue Private Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as “Chen Yue Fund”) on the same day. The agreement proposes transferring 5% of the company’s unrestricted circulating shares, representing 5% of Ying Tong Communications’ total equity, through a negotiated transfer at a price of 17.2 yuan per share, totaling approximately 160 million yuan (tax included).

Ying Tong Communications stated in the announcement that this transaction does not involve a tender offer, is not related-party transaction, and will not result in changes to the company’s controlling shareholder or actual controller. It will not significantly impact the company’s governance structure or ongoing operations. After the completion of this agreement transfer, the transferee (Chen Yue Fund) will become a shareholder holding more than 5% of the company and has committed not to transfer these shares within 12 months of the share delivery date.

The “Daily Economic News” reporter (hereinafter referred to as “the reporter”) noted that Chen Yue Fund was established just over a month ago and has not yet completed filing. Additionally, the transfer price is nearly 12% below Ying Tong Communications’ closing price on March 4th.

Transfer Price Nearly 12% Discounted from Closing Price on Announcement Day

Specifically, the transferors of Ying Tong Communications are the company’s actual controller Huang Hui, Zuo Sun’e, and their concerted parties Zuo Juanmei, Zuo Meifeng, Cao Lingjie, and Huang Xiucheng. The “Share Transfer Agreement” stipulates that they will transfer approximately 9.3142 million unrestricted circulating shares (representing 5% of the company’s total equity) to Chen Yue Fund via agreement. Based on the transfer price of 17.2 yuan per share, this is about an 11.8% discount compared to the closing price of 19.5 yuan per share on March 4th.

Specifically, Huang Hui is transferring 3.6 million shares, accounting for 1.9325% of the current total share capital; Zuo Sun’e is transferring 2.4142 million shares, accounting for 1.296%; Zuo Juanmei is transferring 800,000 shares, accounting for 0.4295%; Zuo Meifeng is transferring 1.3 million shares, accounting for 0.6979%; Cao Lingjie is transferring 500,000 shares, accounting for 0.2684%; Huang Xiucheng is transferring 700,000 shares, accounting for 0.3758%.

[Image source: Ying Tong Communications announcement]

Regarding the purpose of this agreement transfer, Ying Tong Communications stated that it is to support the company in optimizing its equity structure and introducing new investors. The transferors intend to transfer part of their shares through agreement, while the transferee is optimistic about the company’s future development prospects and recognizes its long-term investment value, thus planning to acquire part of the shares through agreement.

Ying Tong Communications also mentioned in the announcement that the funds from the transferee come from its own and raised capital, but not all funds have been received yet. Therefore, there is a risk that the transferee may not be able to raise sufficient funds in time, and other circumstances stipulated in the agreement could lead to termination of the transaction. Additionally, this transfer of shares requires approval from the Shenzhen Stock Exchange and registration with China Securities Depository and Clearing Corporation Limited Shenzhen Branch. The final completion of the transaction remains uncertain.

The Transferee Was Established Just Over a Month Ago and Has Not Completed Filing

The “Daily Economic News” reporter observed that prior to this active transfer and cash-out, from November to December 2024, due to the conversion of corporate bonds, the shareholding ratio of the actual controller and their concerted parties was passively diluted by 1.5843%. After this transfer, Huang Hui’s shareholding will decrease from 25.0648% to 22.0699%, and the combined shareholding of Huang Hui and his concerted parties will drop from 35.7936% to 30.7936%. In other words, the actual controller Huang Hui and his concerted parties will further reduce their ownership stake.

The reporter also noted that Chen Yue Fund was established on January 28, 2026, just over a month ago; its registered capital is 500 million yuan, managed by Shenzhen Dacheng Caizhi Venture Capital Management Co., Ltd. (hereinafter “Dacheng Caizzhi”). The announcement disclosed that Chen Yue Fund will undergo private fund filing in the future, but as of the date of this announcement, the filing has not yet been completed.

It is noteworthy that the “Share Transfer Agreement” signed by both parties explicitly states that “Party B has completed fund filing with the Asset Management Association of China” as a prerequisite for paying the first installment of transfer funds (about 80.1 million yuan). If the filing progress is delayed, it will directly affect the payment of funds and the transfer of equity.

On the afternoon of March 4th, the “Daily Economic News” reporter contacted Ying Tong Communications as an investor. When asked whether Chen Yue Fund was established specifically to undertake this equity transfer, a securities department staff member replied: “You can interpret it that way, but our project is just one of their several projects. (Chen Yue Fund’s) registered capital is 500 million yuan, and our project is only 160 million yuan.”

Regarding the issue that Chen Yue Fund’s funds are not yet in place and the filing is incomplete, the staff said that the company mainly values Dacheng Caizhi’s influence in the capital market. The company has also sacrificed some of its own interests to gain access to better resources. When asked further whether there are alternative transferees if Chen Yue Fund’s funds and filing issues cannot be resolved, the staff replied: “Not at the moment.”

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Daily Economic News