Zheng Quan Zhi Xing·2025-06-30 16:24Transaction Overview - Xinjiang Alloy Investment Co., Ltd. is undergoing a significant change in control as Guanghui Energy plans to transfer 20.74% of its shares (79,879,575 shares) to Jiuzhou Hengchang Logistics Co., Ltd. [2][8] - The transaction is structured as a share transfer agreement, with Guanghui Energy as the transferor and Jiuzhou Hengchang as the transferee [3][4]. Financial Details - The agreed share transfer price is set at RMB 7.5 per share, totaling RMB 599,096,812.50 for the entire stake [4]. - Payment will be made in three installments, with the first payment of RMB 119,819,362.50 due within three working days of signing the agreement [4][5]. Parties Involved - Guanghui Energy, the transferor, is a publicly listed company with a registered capital of RMB 6,565.755139 million, primarily engaged in gas operations and various trading activities [3]. - Jiuzhou Hengchang, the transferee, is a non-listed company with a registered capital of RMB 79.66 million, focusing on logistics and transportation services [3]. Governance Changes - Following the completion of the share transfer, the controlling shareholder will shift from Guanghui Energy to Jiuzhou Hengchang, with the actual controller changing from Mr. Sun Guangxin to Mr. Wang Yunzhan [2][8]. - The board of directors of the company will undergo changes, with three non-independent directors resigning within five working days after the share transfer is completed [7]. Conditions and Compliance - The share transfer is subject to several conditions, including the absence of any restrictions on the shares and the completion of due diligence without significant adverse findings [5][6]. - The transaction does not trigger a mandatory tender offer and is not classified as a related party transaction, ensuring no negative impact on the company's operations or minority shareholders [8].