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长龄液压: 江苏长龄液压股份有限公司关于控股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 change in control for Jiangsu Changling Hydraulic Co., Ltd, with the transfer of shares from major shareholders to new parties, leading to a shift in actual control to Hu Kangqiao [1][2][20]. Summary by Sections Share Transfer Overview - The major shareholders, Xia Jifa and Xia Zemin, will transfer a total of 43,211,714 shares, representing 29.99% of the company's total shares, to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership [1][2][25]. - Prior to the transfer, Xia Jifa held 58,800,000 shares (40.81%) and Xia Zemin held 39,200,000 shares (27.21%) [1][2]. Control Change - Following the completion of the share transfer and a partial tender offer, the actual controller of the company will change to Hu Kangqiao [2][20]. - The new controlling parties will hold a combined 41.99% of the voting rights in the company [27]. Tender Offer - Hexin Polang plans to issue a partial tender offer for 17,290,448 shares, representing 12% of the company's total shares, at a price of 36.24 yuan per share [8][17]. - Xia Jifa and Jiangyin Lanhai Haolong have committed to accept the tender offer for their respective shares [9][17]. Financial Details - The total consideration for the share transfer amounts to approximately 1.49 billion yuan, with a per-share price of 34.39 yuan [12][25]. - The funding for the transaction will come from the legal self-owned funds of Chenglian Shuangying and Hexin Tingtao, along with additional financing through loans [26][27]. Lock-up Period - The newly acquired shares will be subject to a lock-up period of 36 months from the date of transfer [2][16]. Impact on Company - The change in control is expected to bring in operational management experience and industry resources, optimizing the company's share structure and enhancing its asset potential [28]. - The company aims to promote further business expansion and transformation, enhancing its sustainable development capabilities [28].