兴源环境: 关于公司与特定对象签署《附生效条件的股份认购协议》暨关联交易的公告

Core Viewpoint - The company, Xingyuan Environment Technology Co., Ltd., has signed a conditional share subscription agreement with a related party, Ningbo Jinpeng Intelligent Technology Co., Ltd., to issue A-shares, aiming to raise up to RMB 496.8 million for working capital and debt repayment [1][9]. Group 1: Transaction Overview - The company plans to issue A-shares to Ningbo Jinpeng Intelligent Technology Co., Ltd. for a total amount not exceeding RMB 496.8 million, with a subscription price of RMB 2.07 per share, which is 80% of the average trading price over the previous 20 trading days [1][4]. - The number of shares to be subscribed by Jinpeng Technology will not exceed 240 million shares, accounting for 30% of the company's total share capital prior to the issuance [1][2]. Group 2: Related Party Information - Ningbo Jinpeng Intelligent Technology Co., Ltd. is the controlling shareholder of the company, and this transaction is classified as a related party transaction under the Shenzhen Stock Exchange rules [2][9]. - The company’s board of directors and independent directors have approved the transaction, which still requires approval from the shareholders' meeting, with related shareholders abstaining from voting [2][10]. Group 3: Subscription Agreement Details - The subscription agreement includes provisions for the adjustment of the subscription price in case of capital changes, such as cash dividends or stock splits [4][5]. - The shares subscribed by Jinpeng Technology will be locked for 18 months post-issuance, and any derived shares from stock dividends will also be subject to the same lock-up period [6][7]. Group 4: Purpose and Impact - The transaction aims to enhance the company's production capacity and competitiveness, strengthen its capital base, and support long-term operational development [9][10]. - The funds raised will contribute to the company's sustainable development and align with the interests of all shareholders [9].