鸿合科技: 简式权益变动报告书（王京）

Core Viewpoint - The report outlines a significant equity change in Honghe Technology Co., Ltd., where the information disclosure obligor, Wang Jing, is transferring shares to Ruicheng Fund, resulting in a reduction of his stake from 11.07% to 8.30% [1][6][7]. Summary by Sections Section 1: Introduction - The report is prepared in accordance with relevant Chinese laws and regulations, detailing the equity change of Wang Jing in Honghe Technology Co., Ltd. [1]. Section 2: Information Disclosure Obligor - Wang Jing is identified as the information disclosure obligor, with no other significant shareholdings in other listed companies [3][4]. Section 3: Purpose of Equity Change - The purpose of the equity change is to introduce investors with substantial advantages in industrial resources and investment management, thereby optimizing the company's assets and enhancing its operational governance and competitive strength [4][5]. Section 4: Equity Change Method - Wang Jing is transferring 6,550,682 shares, representing 2.77% of the total share capital, to Ruicheng Fund through a share transfer agreement [6][9]. - Post-transfer, Ruicheng Fund will hold 25.00% of the shares, gaining control over the company [6][9]. Section 5: Share Transfer Agreement - The total consideration for the share transfer is approximately RMB 1.575 billion, with a per-share price of RMB 26.6227 [9][10]. - The agreement includes provisions for a joint account for the transfer process and stipulates payment arrangements for the share transfer price [11][12]. Section 6: Governance and Control - The agreement includes commitments from Wang Jing not to seek control of the company and to maintain stability in governance post-transfer [7][22]. - The board of directors will be restructured within 30 days post-transfer, allowing the new controlling party to nominate a majority of the board members [24][25]. Section 7: Lock-up and Voting Rights - The shares acquired by Ruicheng Fund will be subject to lock-up periods as per regulatory requirements, and there will be arrangements for the waiver of voting rights by certain shareholders to stabilize control [26][27].