菲林格尔: 关于实际控制人、5%以上股东签署《股份转让协议》暨控制权拟发生变更的提示性公告

Core Viewpoint - The announcement details a significant change in control for Feilinger Home Technology Co., Ltd., with the actual controller Ding Furu and associated parties transferring a total of 88,872,943 shares (25% of total equity) to Anji Yiqing Technology Partnership and its actual controller Jin Yawei, marking a shift in the company's control structure [1][3][8]. Group 1: Share Transfer Details - The share transfer agreement was signed on May 30, 2025, with Ding Furu and his associates transferring shares at a price of 7.88 CNY per share [1][5]. - The breakdown of the share transfer includes: - New Development Group: 66,793,445 shares (18.79%) - Guangxi Bama Liquan Beverage Co., Ltd.: 7,741,458 shares (2.18%) - Shanghai Duokun Construction Engineering Co., Ltd.: 6,451,215 shares (1.81%) - Asia Pacific Group International Limited: 7,886,825 shares (2.22%) [1][5]. - Following the transfer, Anji Yiqing and Jin Yawei will hold 25% of the company's shares and corresponding voting rights, while Ding Furu and New Development Group will hold 19.56% [3][8]. Group 2: Independent Nature of Transactions - The share transfers do not constitute related party transactions and do not trigger a mandatory tender offer [3][7]. - The parties involved in the share acquisition (Anji Yiqing, Shaanxi Guotou, Boryuan Dalang Fund, and Helong Lian Fund) are independent and do not have any form of concerted action relationship [3][7]. Group 3: Compliance and Regulatory Aspects - The share transfer requires compliance confirmation from the Shanghai Stock Exchange and must be registered with the China Securities Depository and Clearing Corporation [4][6]. - The acquiring parties have committed to adhere to regulations regarding share reduction and will not reduce their holdings within specified periods (18 months for some parties) [4][7]. Group 4: Future Plans and Governance - Anji Yiqing and its actual controller Jin Yawei have no immediate plans to change the company's main business or make significant adjustments within the next 12 months [9][10]. - The board of directors will be restructured, increasing from 5 to 7 members, with Anji Yiqing entitled to nominate 6 directors [10][20].