Core Viewpoint - The termination of the joint action agreement between the actual controllers of Shenzhen Zhengxian Electric Co., Ltd. marks a significant change in the company's governance structure, allowing for independent decision-making by shareholders while maintaining stability in control and governance [1][8]. Summary by Sections 1. Joint Action Agreement Signing and Termination - The original joint action agreement was signed on December 28, 2011, by Mr. Tu Conghuan and Mr. Zhang Xiaoguang to ensure effective control and stable operations of the company [1]. - The agreement was terminated on June 27, 2025, allowing shareholders to exercise their rights independently without the need for consensus on decisions requiring board or shareholder approval [2]. 2. Reasons and Compliance for Termination - The termination was agreed upon to optimize the company's governance structure and improve decision-making efficiency, with both parties confirming no disagreements on core strategic matters [2][4]. 3. Change in Actual Controller - Following the termination, the actual controller of the company changed from both Mr. Tu Conghuan and Mr. Zhang Xiaoguang to Mr. Tu Conghuan alone, who maintains significant influence over company decisions [4][8]. 4. Impact of Termination on Company Control Structure - The governance structure remains stable, with Mr. Zhang Xiaoguang continuing as a board member, ensuring no adverse effects on the company's management continuity [5][8]. 5. Commitments from Shareholders - Both Mr. Tu Conghuan and Mr. Zhang Xiaoguang have made commitments to adhere to share reduction regulations and maintain transparency in their shareholding activities post-termination [6][8]. 6. Shareholding and Voting Rights Before and After - Before the change, Mr. Tu Conghuan and Mr. Zhang Xiaoguang collectively held 53.18% of voting rights, which changed to 33.79% for Mr. Tu and 19.39% for Mr. Zhang after the termination [7]. 7. Overall Impact on Company Governance - The termination of the joint action agreement is expected to enhance the decision-making process by allowing shareholders to act based on their professional judgment, contributing to a more market-oriented governance structure [6][8].
正弦电气: 国泰海通证券股份有限公司关于深圳市正弦电气股份有限公司实际控制人解除一致行动协议暨实际控制人变更及权益变动的核查意见