上纬新材: 上纬新材简式权益变动报告书（SWANCOR萨摩亚、STRATEGIC萨摩亚）

Core Viewpoint - The report outlines a significant equity change involving SwanCor Ind. Co., Ltd. and Strategic Capital Holding Limited, which will result in a reduction of their shareholding in Shangwei New Materials Technology Co., Ltd. and a relinquishment of voting rights, aiming to introduce a new actual controller to support the company's long-term development [1][8][13]. Group 1: Equity Change Details - SwanCor Ind. Co., Ltd. will transfer 100,800,016 shares, representing 24.99% of the total shares, to Zhiyuan Hengyue [10][11]. - Strategic Capital Holding Limited will transfer an additional 2,400,900 shares, accounting for 0.60% of the total shares [10]. - Following the transfers, SwanCor will hold 155,028,476 shares (38.43%) and Strategic will maintain 61,287,730 shares (15.19%) [9][13]. Group 2: Voting Rights and Control - SwanCor and Strategic will irrevocably relinquish their voting rights for all shares held in the company [11][13]. - The actual control of Shangwei New Materials will shift from SwanCor to Zhiyuan Hengyue, with Mr. Deng Taihua becoming the new actual controller [13][22]. Group 3: Purpose of the Equity Change - The equity change aims to support the long-term development of the company by integrating resources and enhancing management and operational efficiency [8][22]. - The new controller is expected to leverage technological innovation to overcome industry challenges and promote sustainable growth [8][22]. Group 4: Future Plans - SwanCor and Strategic have committed not to increase or decrease their shareholding in the company within the next 12 months, except for the agreed transfers [9][22]. - The report indicates that any future changes will comply with relevant laws and regulations [9][22]. Group 5: Financial Commitments - The share transfer agreements include performance commitments, with specific profit targets set for the years 2025 to 2027 [22]. - If the company fails to meet these targets, the transferring parties will be liable for compensation [22].