SCAM(SZ:300554) Zheng Quan Zhi Xing·2025-08-04 16:35Core Viewpoint - The report outlines the equity change of Nanjing Sanchao New Materials Co., Ltd, detailing the transfer of shares and the relinquishment of voting rights by key stakeholders, Liu Jianxun and Zou Yuyiao, to Wuxi Boda He Yi Technology Co., Ltd, indicating a strategic shift in control and governance of the company [1][5][8]. Summary by Sections Section 1: Basic Information - The report is prepared in accordance with relevant Chinese laws and regulations, including the Company Law and Securities Law, ensuring compliance with disclosure requirements [1][2]. Section 2: Equity Change Details - As of the report date, Liu Jianxun holds 9,951,420 shares, representing 8.71% of the total shares. The equity change involves a total transfer of 18,985,384 shares to Boda He Yi, with the first phase involving 10,250,000 shares at a price of 24.52 CNY per share [6][8]. Section 3: Purpose of Equity Change - The purpose of the equity change is for Boda He Yi to gain control over the company, reflecting confidence in the company's core business and future prospects. This move is expected to enhance the company's competitiveness and support its long-term development [5][6]. Section 4: Voting Rights Arrangement - Following the first phase of the share transfer, Liu Jianxun will relinquish all voting rights permanently, while Zou Yuyiao will forfeit voting rights for 60 months, after which 50% of his voting rights will be restored [7][19]. Section 5: Future Plans - There are no plans for further share increases or decreases by Liu Jianxun in the next 12 months, aside from the agreed transactions. The second phase of the share transfer is expected to be completed by June 30, 2026 [6][8]. Section 6: Financial Terms - The financial terms of the first phase include a total payment of 251,330,000 CNY, with specific amounts allocated to each seller. The second phase will have a price not lower than the market price at the time of transfer [12][14]. Section 7: Governance Changes - Post-transfer, Boda He Yi will have the right to appoint new board members and management, ensuring a shift in governance aligned with its strategic objectives [22][23]. Section 8: Compliance and Legal Obligations - Both parties are required to comply with legal obligations for information disclosure and share transfer procedures, ensuring transparency and adherence to regulatory standards [27][30].