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澄星股份: 江苏澄星磷化工股份有限公司关于持股5%以上股东协议转让公司股份暨权益变动的提示性公告

Core Viewpoint - Jiangsu Chengxing Phosphate Chemical Co., Ltd. announces the transfer of 16.01% of its shares from Huaxi Group to Jiangyin Lianying, marking a significant change in shareholder structure without altering the controlling shareholder or actual controller [1][2][9] Summary by Sections 1. Overview of the Equity Change - Huaxi Group signed a share transfer agreement with Jiangyin Lianying to transfer 106,107,921 shares for a total price of RMB 511,440,179.22, representing 16.01% of the company's total share capital [1][2] - Jiangyin Lianying will become a shareholder holding more than 5% of the company and has committed not to reduce its holdings for 18 months following the completion of the transfer [1][9] - The transfer does not trigger a mandatory tender offer and will not change the company's controlling shareholder or actual controller [2][9] 2. Details of the Share Transfer Agreement - The share transfer is subject to compliance review by the Shanghai Stock Exchange and must be registered with the China Securities Depository and Clearing Corporation [2][9] - The transfer price per share is approximately RMB 4.82, and the payment will be made in two installments: 40% within 10 working days after signing and 60% within 15 working days after the transfer registration [4][5] - Jiangyin Lianying and Huaxi Group have guaranteed that all necessary authorizations for the agreement have been obtained and that there are no undisclosed encumbrances on the shares [6][8] 3. Impact on the Company - The transfer will not affect the company's independence in terms of personnel, assets, finances, business, or governance structure [9] - The company will continue to operate independently, and the transfer is not expected to harm the interests of the company or its shareholders [9]