Aeolus officially controls 100% of Prometeon Tyre Group

On 4 August 2022, Aeolus announced it was ready to sign a supplementary agreement with China National Tyre & Rubber Co., Ltd (CNRC). Through that agreement, CNRC has entrusted Aeolus with a 38 per cent stake in Prometeon Tyre Group S.r.l. (PTG).

CNRC holds 57.37% of Aeolus and is therefore its controlling shareholder. The 38 per cent stake CNRC is entrusting to Aeolus came from a transaction that happened not long ago. On 30 December 2021, CNRC signed an agreement with High Grade (HK) Investment Management Limited to acquire the 38 per cent stake in PTG. The transaction was officially completed on 28 June 2022.

Since Aeolus held 10 per cent of PTG shares at the beginning of the process, after the supplemental agreement takes effect Aeolus will manage 100 per cent of PTG equity. TP Industrial Holding S.r.l. (TPIH) owns the other 52 per cent. But CNRC holds 100 per cent of Marco Polo International Italy S.r.l. (Marco Polo), and Marco Polo has 100 per cent of TPIH. On 30 November 2020, CNRC signed an equity entrustment agreement with Aeolus to entrust the 52 per cent of equity of PTG held by TPIH to Aeolus. The document signed by Aeolus and CNRC in August 2022 is an addition to the 2020 agreement.

After entrusting a 90 per cent stake in PTG, CNRC will pay Aeolus 1.02 million yuan (£125,000; 147,000 euros) for entrusted management fees every 12 months. According to the two agreements signed in 2020 and 2022, the delegated management will expire on 31 December 2023. Before the expiration of the period, if Aeolus and CNRC do not raise any objection, the entrustment time will be automatically extended for three years.

The agreement’s content shows that Aeolus will attend PTG’s shareholder meetings in the future and exercise shareholder voting rights. Meanwhile, Aeolus can submit proposals to the PTG shareholders’ meeting. It is worth noting that CNRC reserves the right to recommend and elect directors (including the chairman) and auditors to PTG.
CNRC also retains the ownership and disposal rights of PTG equity, the right to receive distributable profits, the right to liquidate and dissolve PTG, the right to receive cash when the PTG is liquidated, and the right to distribute the remaining property.

In addition, when dealing with some issues, Aeolus needs to notify CNRC in writing in advance and exercise the corresponding voting rights according to CNRC’s wishes after obtaining the written instructions from CNRC. These issues include: increasing or decreasing the registered capital, changing the form of the PTG, and amending the articles of association.