On the evening of September 22, Kimco released an indicative announcement regarding changes in shareholder equity and the anticipated change of controlling shareholder and actual controller. The announcement revealed that these equity changes result from the implementation of the restructuring plan and do not trigger mandatory tender offer requirements.
According to reports, Kimco conducted a capital reserve-to-share capital conversion, resulting in a total of 5,294,365,816 new shares. These newly issued shares were not distributed to existing shareholders; instead, 3,000,000,000 shares were allocated to introduce restructuring investors, while 2,294,365,816 shares were used to settle debts with ordinary creditors.
Recently, Kimco's administrator has completed the transfer of restructuring-related shares from the administrator's securities account to the securities accounts of designated entities representing all restructuring investors. The Shanghai Pinqi Consortium, serving as Kimco's restructuring industrial investor, designated its controlled entities Jingyu Xinzhu (Qingdao) Enterprise Management Partnership (Limited Partnership) and Jingyu Xingcan (Qingdao) Enterprise Management Partnership (Limited Partnership) to receive a combined total of 993,000,000 transferred shares, representing 9.34% of the company's total share capital, making them the company's largest shareholder.
Huang Hongyun and Kimco Holdings have stepped down from their positions as actual controller and controlling shareholder of Kimco respectively.
The announcement disclosed that the implementation of the restructuring plan will result in changes to Kimco's controlling shareholder and actual controller. Kimco will soon initiate the re-election of its board of directors. According to the relevant industrial investment agreement, the Shanghai Pinqi Consortium (or its designated share registration entity) has the right to nominate seven director candidates (including independent directors).
Should these directors be elected, upon completion of the board re-election, Kimco's controlling shareholder will change from Kimco Holdings to Jingyu Xinzhu and Jingyu Xingcan. According to statements issued by Jingyu Xinzhu and Jingyu Xingcan, both partnerships have Shanghai Pinqi as their general partner, and no single entity can independently control Shanghai Pinqi. Consequently, the company's actual controller will change from Huang Hongyun to having no actual controller.
Kimco emphasized that this change in control will not affect the company's normal operations. Following the completion of the change, restructuring investors will continue to enhance the listed company's operations and management, further strengthen the company's business competitiveness, provide empowerment and support for business structure optimization and future development, and promote the long-term, healthy development of the listed company.
Reviewing Kimco's restructuring process, the company has introduced three industrial investors through restructuring: Shanghai Pinqi Consortium, China Great Wall Asset Management, and Sichuan Development Securities Fund, forming a strong investment portfolio combining "high-quality capital + central enterprise AMC + local state-owned enterprises."
Subsequently, after completing the establishment of trust plans and cash debt settlement resource allocation (reservation) matters, Kimco's restructuring plan will be officially completed.
It is understood that with the formal entry of new strategic investors, Kimco's overall strategy will primarily focus on "efficient operations, lean management, and technological innovation," with the core objectives of enhancing profitability, asset value, and liquidity, transforming the company into a comprehensive real estate operator focused on strong profitability and high investment returns.
Strategic investors will not only provide Kimco with corresponding resources and financial support but will also bring new development concepts, optimize corporate governance structure, and significantly assist Kimco's transformation, upgrading, and sustainable development. The diversified corporate governance structure means that company decisions will not rely on a single will but will be made through collective board discussions and democratic resolutions, helping to make the new Kimco's decision-making process more transparent and rational, better representing the interests of all shareholders.
The effective implementation of Kimco's restructuring plan, driven by various restructuring investors, has made Kimco the first listed real estate company nationwide to successfully shed its historical burden through judicial restructuring with debts exceeding 100 billion yuan. It is also set to become the first listed company to complete bankruptcy restructuring in the A-share market in 2025, providing valuable reference for risk resolution among China's listed real estate companies and serving as a classic case for listed company bankruptcy restructuring.