JHT(SH:603199) Zheng Quan Zhi Xing·2025-05-20 13:37Core Viewpoint - The company seeks shareholder approval for its controlling shareholder, Anhui Jiuhua Mountain Cultural Tourism and Health Group Co., Ltd., to be exempt from making a tender offer following a specific A-share issuance [1][2]. Group 1: Company Actions - The company held its ninth board meeting on May 20, 2025, where it approved a proposal to seek shareholder approval for the exemption from the tender offer requirement for the controlling shareholder [1]. - The A-share issuance will involve no more than 35 specific investors, including the controlling shareholder, which will result in the controlling shareholder holding over 30% of the company's shares, triggering the tender offer regulations [1]. Group 2: Regulatory Compliance - According to Article 63 of the "Measures for the Administration of the Acquisition of Listed Companies," an investor can be exempt from making a tender offer if approved by non-related shareholders and commits to not transferring the newly issued shares for three years [2]. - The company has signed a conditional share subscription agreement with the controlling shareholder, who has committed to not transferring the shares for 36 months following the issuance [2]. Group 3: Governance and Approval Process - The board of directors has agreed to propose the exemption to the shareholders' meeting, with related directors abstaining from voting and independent directors having conducted a special review of the proposal [2]. - The proposal requires approval from the shareholders' meeting, with related shareholders abstaining from voting on the matter [2].