中达安: 关于与特定对象签署附条件生效的股份认购协议暨关联交易的公告

Core Viewpoint - The company, Zhongda An Co., Ltd., has signed a conditional share subscription agreement with Xiamen Jianxi, which will lead to a change in control of the company as Xiamen Jianxi will become the controlling shareholder after the issuance of shares [1][2]. Summary by Sections 1. Overview of Related Transactions - Zhongda An plans to issue up to 42,040,200 shares to Xiamen Jianxi for a total cash subscription amount not exceeding 365.75 million yuan, which is less than 30% of the company's total share capital before the issuance [1][2]. 2. Change in Control - Following the issuance, Xiamen Jianxi will become the controlling shareholder, and Wang Li will be the actual controller of the company [2]. 3. Related Party Information - Xiamen Jianxi was established on May 10, 2024, with a registered capital of 151 million yuan. As of December 31, 2024, it reported total assets of 0.05 million yuan and a net asset of -0.30 million yuan [3][4]. 4. Issuance Details - The issuance price is set at 8.70 yuan per share, which is not lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [4][5]. 5. Purpose and Impact of the Transaction - The funds raised will be used to supplement working capital and repay debts, which will alleviate operational pressure and enhance the company's financial strength. The company aims to optimize its capital structure and reduce its debt level, which was 71.05% as of March 31, 2025 [14][15]. 6. Approval Process - The transaction requires approval from the higher authorities, including the shareholders' meeting, regulatory bodies, and the Shenzhen Stock Exchange, before it can be implemented [2][16]. 7. Related Transactions in the Current Year - There have been no other related transactions between Zhongda An and Xiamen Jianxi since the beginning of the year until the date of this announcement [15]. 8. Review Procedures - The independent directors, board of directors, and supervisory board have all approved the agreement related to the share issuance [15][16].