Core Viewpoint - The equity change involves Sun Jianxi transferring 34,936,110 shares (11% of total shares) to Shanghai Mangrui, controlled by Chen Ke, while also entrusting voting rights of 57,812,390 shares (18.20% of total shares) to Chen Ke, making him the actual controller of Dagang Holdings with a total control of 29.20% of voting rights [2][3][20]. Group 1: Equity Change Details - The equity change is structured as a share transfer agreement, with Sun Jianxi and Li Taijie entrusting their voting rights to Chen Ke [2][20]. - After the transaction, Chen Ke will directly hold 11% of the shares and control 29.20% of the voting rights [3][20]. - The transaction is subject to compliance confirmation by the Shenzhen Stock Exchange and may face uncertainties regarding its execution [9]. Group 2: Risks and Stability Concerns - There are risks associated with the stability of the company's control, as a significant portion of shares held by Sun Jianxi is pledged or frozen, which could lead to a reduction in voting rights [2][3]. - The potential for forced selling due to judicial actions could impact the stability of control over the company [3][4]. - The agreement includes commitments from Sun Jianxi not to seek control of the company during the entrusted voting period [4][20]. Group 3: Financial Advisor's Role - Beijing Boxing Securities acted as the financial advisor, conducting due diligence and confirming that the equity change complies with relevant laws and regulations [6][10]. - The financial advisor has ensured that the disclosure documents are accurate and complete, with no significant omissions or misleading statements [10][21]. - The advisor's report is intended for reference by investors and relevant parties regarding the equity change [6][9].
达刚控股: 北京博星证券投资顾问有限公司关于达刚控股集团股份有限公司详式权益变动报告书(第四次修订稿)之财务顾问核查意见