China International Holdings (02738.HK) announced on 16 December that in view of their respective succession and estate planning, Mr. Xu Songqing and Mr. Luo Canwen no longer intend to be bound by the concerted action arrangements under their unanimous Action Agreement. On 16 December 2021, they entered into a deed of termination to terminate the agreement on concerted action.
On the same day, Haiyi transferred 54 million shares and 4.5 million shares of Haiyi to Zhongcheng and Zhi Fu respectively in exchange for the transfer of 120 and 10 shares of Haiyi to Intrend Ventures, respectively. After the execution of the termination deed and the completion of the transfers, according to the Takeovers Code, the parties acting in concert are no longer a group of shareholders of the company acting in concert and are no longer deemed to be interested in each other's shares. Therefore, Zhongcheng and Mr. Luo are no longer entitled to exercise or control the exercise of 30% or more of the voting rights at the general meeting of the shareholders of the company, and are no longer the controlling shareholders of the company.
After the execution of the termination deed and the completion of the transfers, Mr. Xu continued to hold 390 million shares (through his wholly-owned company, namely Haiyi and IntrendVentures). As a result, Haiyi, IntrendVentures and Mr. Xu were entitled to exercise or control the exercise of 30 per cent or more of the voting rights at the general meeting of the Company and remained the controlling shareholders of the Company.