HYM(SZ:002529) Zheng Quan Zhi Xing·2025-03-30 08:41Summary of Key Points Core Viewpoint - Jiangxi Haiyuan Composite Materials Technology Co., Ltd. is undergoing a change in control as its major shareholder, Jiangxi Saiwei Electric Power Group Co., Ltd., plans to transfer 37,175,000 shares, representing 14.2981% of the total shares, to Xinyu Jin Zixin Enterprise Management Center (Limited Partnership) for a total consideration of 350.1885 million yuan at a price of 9.42 yuan per share [1][2]. Group 1: Share Transfer Overview - The share transfer agreement has been signed between the transferor, Jiangxi Saiwei Electric Power Group, and the transferee, Xinyu Jin Zixin [1]. - The transfer will not trigger a mandatory tender offer obligation for the transferee [1]. Group 2: Parties Involved - Jiangxi Saiwei Electric Power Group is the controlling shareholder of the company, holding 18.14% of the shares, and has pledged the shares being transferred [2]. - Xinyu Jin Zixin is a limited partnership with several partners, including Congqing Zhineng Investment Partnership and Chuzhou Zhirang Energy Technology Co., Ltd. [2][3]. Group 3: Control and Management - The executing partner, Chuzhou Zhirang, will have full authority over the investment business, including voting rights and the appointment of directors and executives for the target company [3][5]. - The actual controllers of Chuzhou Zhirang are Liu Hongchao, Ding Lizhong, and Liu Hao, who have signed a joint action agreement to act in concert on significant matters [5][6]. Group 4: Financial Terms - The total consideration for the share transfer is 350.1885 million yuan, with an initial payment of 200 million yuan due within ten trading days after certain conditions are met [6][7]. - The remaining payment will be made after the completion of the share transfer registration [7][8]. Group 5: Post-Transfer Arrangements - The agreement includes provisions for maintaining the company's governance structure and ensuring stability during the transition [8][9]. - The transferee has the right to nominate six non-independent directors and the chairman of the board [9][10]. Group 6: Legal and Compliance - The agreement stipulates that all necessary internal approvals and regulatory compliance must be obtained before the transfer can be completed [11][12]. - The parties are required to notify each other of any events that may affect the transaction [12][13].