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哈尔滨东安汽车动力股份有限公司关于中国兵器装备集团有限公司重组进展暨公司控股股东变更的提示性公告

Core Viewpoint - The announcement details the restructuring of Harbin Dong'an Automotive Power Co., Ltd. (Dong'an Power) due to the division of its indirect controlling shareholder, China Ordnance Equipment Group Co., Ltd. (Ordnance Group), resulting in the new indirect controlling shareholder being China Changan Automobile Group Co., Ltd. (Changan Automobile) while the actual controller remains the State-owned Assets Supervision and Administration Commission of the State Council (SASAC) [2][14][28]. Group 1 - The equity change is based on the division of Ordnance Group, which is undergoing restructuring with other state-owned enterprises [2][4]. - The division was approved by the SASAC, and the automotive business of Ordnance Group has been established as a new independent central enterprise, Changan Automobile [4][14]. - The division agreement was signed on July 27, 2025, and the registration procedures for the division have been completed [4][5]. Group 2 - Before the equity change, Ordnance Group indirectly held 237,593,000 shares of Dong'an Power, accounting for 50.93% of the total share capital through its subsidiary, Chen Zhi Group [5][27]. - After the equity change, Changan Automobile will also indirectly hold the same number of shares through Chen Zhi Group, maintaining the 50.93% stake [5][28]. - The restructuring will not affect the normal operations of Dong'an Power and will not harm the interests of the company or minority shareholders [14][41]. Group 3 - The registered capital of Ordnance Group before the division was RMB 3,656,495.212732 million, which will be adjusted to RMB 1,656,495.212732 million post-division [9][32]. - Changan Automobile will have a registered capital of RMB 2,000,000 million [33]. - The assets and equity distribution will follow the guidelines set by the restructuring notice, with no payment involved in the transfer of Chen Zhi Group's shares [10][34]. Group 4 - The division agreement stipulates that both Ordnance Group and Changan Automobile will jointly bear the liabilities of Ordnance Group prior to the division [11][35]. - The agreement will take effect upon the affixing of official seals by both parties [13][37]. - The restructuring aims to enhance the competitiveness and technological capabilities of Changan Automobile, contributing to the establishment of a world-class automotive group [14][24].