NEW YORK, Sept. 1, 2017 /PRNewswire/ -- Seven Stars
Cloud Group, Inc. (NASDAQ: SSC) ("SSC" or the "Company" or "Seven
Stars Cloud") announced today, solely for informational purposes,
that its largest shareholder, SSGCG, a fully owned subsidiary of
Bruno Wu's Sun Seven Stars, executed
a Non-Remunerative Distribution (the "Distribution") of
approximately 19.9 million cumulative shares of his Seven Stars
Cloud common and Preferred A stock holdings. The shares will be
distributed pro rata to current minority shareholders of
SSGCG. SSGCG's minority shareholders are composed of
management, business partners and management of SSC's joint
ventures.
The Distribution relates solely to Sun Seven Stars and its fully
owned subsidiary SSGCG. This Distribution is not related in any
manner to Seven Stars Cloud's organizational or share structure and
the distribution of shares by Sun Seven Stars/SSGCG does not
constitute any type of sale of shares. The distributed shares will
be subject to a lock-up period of one year. The minority
shareholders receiving shares have agreed that the voting rights on
the distributed shares will remain with Sun Seven Stars/SSGCG
throughout the entirety of the period they own the shares and for a
minimum of one year. Along with the shares Bruno Wu and Sun Seven Stars are retaining, this
will amount to approximately 44.9% of the common and preferred
share vote and approximately 44% of the fully diluted vote.
Additionally, assuming full milestones are met for the
previously announced SVG Performance Guarantee, Sun Seven
Stars/SSGCG could ultimately control approximately 50.9% of the
outstanding fully diluted voting power (further details of the SVG
Performance Guarantee can be found in the February 1, 2017 press release issued by SSC
{linked here}, or in the Company's SEC filing under Form 8K).
Sun Seven Stars Impetus for Distribution:
As the Company's dollar revenues continue to expand and the
regional sources of those revenues become more globally and
cross-border based, it is SSC's intention to move its headquarters
from China to the US in the near
future to align with these growth trends. Mr. Wu's Sun Seven
Stars' distribution of shares from a China-based holding structure to offshore
minority shareholders of Sun Seven Stars/SSGCG, is consistent with
the Company's evolution as well as its planned change of
headquarters.
In addition, according to the State Administration of Taxation
(SAT) and the Ministry of Finance, a Chinese shareholder may be
taxed currently on its proportionate share of undistributed profits
of a Controlled Foreign Company ("CFC") located in certain low-tax
jurisdictions, where there are no valid business reasons for the
decision not to distribute the profits. A CFC is defined as a
non-Chinese company controlled by China tax residents (which may include both
companies and individuals, each of which must hold a 10% or greater
voting share and which jointly must own 50% or more of the shares)
through direct or indirect share ownership. Therefore, the
Distribution of shares from Sun Seven Stars/SSGCG to its current
minority shareholders offers a more beneficial tax structure on its
proportionate share of any potential future Seven Stars Cloud's
consolidated but undistributed profits.
About Seven Stars Cloud Group, Inc.
(http://corporate.sevenstarscloud.com/)
Seven Stars Cloud Group, Inc. (NASDAQ: SSC) is aiming to be a
leading Intelligent Industrial Internet (3I) platform, creating a
fintech-powered, supply chain solution simplified for commercial
enterprises. There are 2 Engines that drive our business
platform: 1. VPaaS - Supply Chain Management for key industry
sectors and leaders including but not limited to Big Commodities,
Cross-Border Trade, Consumer Electronics & Energy; 2. Digital
Finance Solutions - Supply Chain Finance underwritten by our Global
Cornerstone Funds and Tokenization and Exchange Platforms, which
include FINRA and SEC-regulated: Index Exchanges, Initial Coin
Offering / Tokenization, ETFs and Derivatives. Both Engines
and their various arms will run on 'BASE' technology and
infrastructure (Blockchain, Artificial Intelligence, Supply Chain
& Exchanges) to power a closed trade ecosystem for buyers and
sellers designed to eliminate transactional middlemen and create a
more direct and margin-expanding path for principals.
Safe Harbor Statement
This press release contains certain statements that may
include "forward looking statements." All statements other than
statements of historical fact included herein are "forward-looking
statements." These forward looking statements are often identified
by the use of forward-looking terminology such as "believes,"
"expects" or similar expressions, involve known and unknown risks
and uncertainties. Although the Company believes that the
expectations reflected in such forward-looking statements are
reasonable, they do involve assumptions, risks and uncertainties,
and these expectations may prove to be incorrect. You should not
place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. The Company's
actual results could differ materially from those anticipated in
these forward-looking statements as a result of a variety of
factors, including those discussed in the Company's periodic
reports that are filed with the Securities and Exchange Commission
and available on its website (http://www.sec.gov). All
forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by
these factors. Other than as required under the securities laws,
the Company does not assume a duty to update these forward-looking
statements.
CONTACT:
Jason Finkelstein
Seven Stars Cloud Group, Inc.
212-206-1216
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SOURCE Seven Stars Cloud Group, Inc.