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安奈儿: 关于控股股东、实际控制人签署《股份转让协议》《表决权放弃协议》暨公司控制权拟发生变更的提示性公告

Core Viewpoint - The announcement details a significant change in the control of Shenzhen Anner Co., Ltd, with New Chuangyuan becoming the controlling shareholder and Huang Tao as the actual controller, following the signing of share transfer and voting rights waiver agreements by the current major shareholders [1][3][23]. Summary by Sections Share Transfer Details - The share transfer involves the transfer of 27,764,410 shares from major shareholders Cao Zhang and Wang Jianqing to New Chuangyuan, representing 13.03% of the total share capital, at a price of 15.21 RMB per share, totaling approximately 422.30 million RMB [2][23]. - Cao Zhang will waive voting rights for 30,562,419 shares, which is 14.35% of the total share capital, for the duration until he no longer holds any remaining shares [2][19]. Changes in Shareholding Structure - Post-transfer, the shareholding structure will change significantly, with New Chuangyuan holding 13.03% of the shares, while Cao Zhang and Wang Jianqing will see their holdings reduced [2][3]. - The new shareholding structure indicates that New Chuangyuan will become the largest shareholder, and Huang Tao will assume the role of the actual controller [3][23]. Impact on Company Operations - The company asserts that this change in control will not adversely affect its normal operations or the interests of minority shareholders [23]. - New Chuangyuan currently has no plans to inject assets into the company following the transfer [1][23]. Compliance and Regulatory Requirements - The share transfer is subject to due diligence and compliance review by the Shenzhen Stock Exchange, and the completion of the transfer is contingent upon these regulatory approvals [1][24]. - The announcement emphasizes the need for ongoing compliance with relevant laws and regulations throughout the transaction process [24][25]. Future Governance Arrangements - The agreements include provisions for governance arrangements, ensuring that the new controlling entity will not seek to exert control over the company without proper consent [9][20]. - The parties involved have committed to maintaining stability in the company's management and operations during the transition period [10][23].