Swancor Advanced Materials (SH:688585) Zheng Quan Zhi Xing·2025-07-09 16:25Core Viewpoint - The financial advisor, Huatai United Securities, has conducted a thorough review of the equity change report for Shanghai Shuangwei New Materials Technology Co., Ltd., confirming the authenticity, accuracy, and completeness of the disclosed information [1][9]. Summary by Sections Financial Advisor's Responsibilities - The financial advisor has fulfilled its due diligence obligations and believes that there are no substantial discrepancies between its professional opinions and the contents of the disclosure documents provided by the information disclosure obligor [2]. - The advisor has verified that the announcement documents comply with the required formats and regulations [2]. Equity Change Details - The equity change involves the transfer of 100,800,016 unrestricted circulating shares, representing 24.99% of the total shares of the listed company, from SWANCOR Samoa to Zhiyuan Hengyue [5]. - Additionally, 2,400,900 shares (0.60%) will be transferred from SWANCOR Samoa to Zhiyuan New Creation, and 17,767,266 shares (4.40%) from Jinfeng Investment Holdings to Zhiyuan New Creation [5]. Purpose of the Equity Change - The purpose of the equity change is to gain control of the listed company, with a focus on sustainable development and enhancing shareholder rights, particularly for minority shareholders [9]. - The information disclosure obligor plans to further increase its stake through a partial tender offer for 149,243,840 shares, which accounts for 37.00% of the total share capital [10]. Future Plans and Commitments - The information disclosure obligor has committed to not transferring the shares acquired through the equity change for 18 months following the completion of the transfer [12]. - The actual controller, Mr. Deng Taihua, has pledged to maintain control of the listed company for 36 months after acquiring control [12]. Financial Sources - The funding for the equity change will come from the self-owned and self-raised funds of the information disclosure obligor, with no financial support from the listed company or its affiliates [22][29]. Corporate Structure and Control - The information disclosure obligor, Zhiyuan Hengyue, is a limited partnership established by Mr. Deng Taihua and his core team, focusing on technology innovation and industry integration [9][18]. - The actual controller, Mr. Deng Taihua, has a background in technology and management, previously holding senior positions at Huawei [18].