Zheng Quan Zhi Xing·2025-05-09 09:01Core Viewpoint - China Logistics Group Co., Ltd. is acquiring a 36.60% stake in China Railway Material Co., Ltd. through a non-compensatory transfer, resulting in China Logistics Group holding 37.81% of the shares and becoming the controlling shareholder of China Railway Material [1][5]. Group 1: Acquisition Overview - The acquisition involves the transfer of 2,214,495,506 shares from China Railway Material's parent company, China Railway Material Holdings Co., Ltd., to China Logistics Group, aligning with national economic development strategies [4]. - The transfer was approved on December 15, 2023, and completed on April 11, 2024, with China Logistics Group becoming the controlling shareholder while the actual controller remains the State-owned Assets Supervision and Administration Commission [5][6]. Group 2: Compliance and Reporting - China Logistics Group has fulfilled its reporting and announcement obligations throughout the acquisition process, adhering to relevant regulations [5][11]. - The financial advisor confirms that the acquisition complies with the regulations that allow for non-offer share transfers when the actual controller remains unchanged [5][19]. Group 3: Commitments and Governance - China Logistics Group has made commitments to maintain the independence of China Railway Material, ensuring no interference in its operations and protecting the rights of minority shareholders [7][9]. - The company has also committed to avoiding any competition with China Railway Material and ensuring fair and transparent related-party transactions [9][10]. Group 4: Future Plans and Governance Structure - There are no plans to change the main business operations or make significant adjustments to the governance structure of China Railway Material in the next 12 months [11][12]. - The company has appointed new management and board members, ensuring compliance with legal procedures and information disclosure requirements [13][15][16].