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韶能股份: 广东韶能集团股份有限公司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 plans to issue shares to Jin Cai Investment, raising up to RMB 400 million, with Jin Cai Investment committing to purchase all shares issued, which will result in both Jin Cai Investment and the company's largest shareholder becoming controlling shareholders [1][2][10]. Group 1: Issuance Details - The company intends to issue no more than 30% of its total share capital prior to the issuance, with total fundraising not exceeding RMB 400 million [1][2]. - The issuance price is set at RMB 3.96 per share, which is not less than 80% of the average trading price over the previous 20 trading days [4][7]. - The issuance is subject to approval from various regulatory bodies, including the State-owned Assets Supervision and Administration Commission and the China Securities Regulatory Commission [1][12]. Group 2: Related Party Transactions - Jin Cai Investment is considered a related party as it is controlled by the same entity as the company's largest shareholder, and both parties have signed a concerted action agreement [2][3]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations [2][10]. - The shares subscribed by Jin Cai Investment will be subject to a lock-up period of 18 months post-issuance [8]. Group 3: Financial Impact - The funds raised will be used to supplement working capital, which is expected to enhance the company's financial strength and reduce its debt-to-asset ratio [10][11]. - The transaction aims to optimize the shareholder structure and improve the company's competitive position in the market [10][11]. - Following the issuance, both total assets and net assets of the company will increase, leading to a more reasonable financial structure [11].