上纬新材: 上纬新材关于控股股东、5%以上股东协议转让股份暨控制权拟发生变更的提示性公告

Core Viewpoint - The announcement details a significant share transfer involving the controlling shareholder of Shangwei New Materials Technology Co., Ltd., indicating a potential change in control to Zhiyuan Hengyue Technology Partnership [1][3][10] Group 1: Share Transfer Agreements - On July 8, 2025, SWANCOR IND.CO.,LTD. (Samoa) and other parties signed a share transfer agreement, where Zhiyuan Hengyue intends to acquire 24.99% of the company's shares from SWANCOR Samoa [1][6] - Additionally, Zhiyuan Hengyue will acquire 0.60% of shares from SWANCOR Samoa and 4.40% from Jinfeng Investment Holdings Limited, totaling 29.99% post-transfer [1][6][10] Group 2: Voting Rights and Control Change - Following the share transfer, SWANCOR Samoa and Strategic Capital Holding Limited will irrevocably waive their voting rights, leading to Zhiyuan Hengyue becoming the new controlling shareholder with 29.99% of the voting rights [2][10] - Mr. Deng Taihua will become the actual controller of the company after the transfer [3][10] Group 3: Lock-up Period and Commitments - Shares acquired through the transfer will be locked for 18 months post-registration, with commitments from partners to maintain control stability for 36 months [4][5][10] - The parties involved have made commitments to not transfer their shares during the lock-up period [4][5] Group 4: Offer to Purchase - Zhiyuan Hengyue plans to further increase its stake through a partial tender offer for 149,243,840 shares, representing 37.00% of the total share capital [3][10] - SWANCOR Samoa has committed to tendering 135,643,860 shares for this offer, which constitutes 33.63% of the total shares [3][10] Group 5: Financial Terms - The first payment for the share transfer is to be made on the day of registration, with a total transfer price of approximately 784.22 million RMB [17][18] - The second payment is contingent upon the completion of the company's 2025 performance audit [18][19]