扬电科技: 关于公司股东签署股份转让协议及表决权放弃协议暨控制权拟发生变更的提示性公告

Core Viewpoint - Jiangsu Yangdian Technology Co., Ltd. is undergoing a change in control as major shareholders Zhao Henglong and Cheng Junming have signed share transfer and voting rights waiver agreements with Sichuan Hantang Yunzhi Technology Co., Ltd. [1][2][3] Group 1: Share Transfer Details - Zhao Henglong plans to transfer 17,808,280 shares, representing 9.04% of the total share capital, to Hantang Yunzhi [2][3] - Cheng Junming intends to transfer 25,522,956 shares, representing 12.96% of the total share capital, after the lock-up period expires [2][3] - The total shares involved in the first phase of the transfer amount to 43,331,236 shares, which is 22.00% of the total share capital [6][7] Group 2: Voting Rights Waiver - Cheng Junming agrees to waive voting rights for 53,508,000 shares, which is 27.17% of the total share capital, from the date of the first phase transfer until the completion of the second phase transfer [2][3][20] - The waiver of voting rights will automatically be lifted if the transactions cannot be completed [2][3] Group 3: Financial Terms - The transfer price for the first phase is set at RMB 22.8450 per share, totaling RMB 406,830,156.60 [7][9] - Payment for the first phase will be made in four installments, with specific amounts and timelines outlined [9][10] Group 4: Company Governance Changes - Following the completion of the share transfer, the new controlling party will reorganize the board of directors within 30 days [18][19] - The new board will consist of members nominated by the acquiring party, with the chairman elected from these nominees [18][19] Group 5: Due Diligence and Compliance - The acquiring party has the right to conduct a comprehensive due diligence on the target company, with cooperation from the transferors [19][20] - The agreement includes provisions for compliance with regulatory requirements and the need for approval from relevant authorities [23][24]