SCAM(SZ:300554) Zheng Quan Zhi Xing·2025-08-04 16:35Core Points - The controlling shareholder and actual controller of Nanjing Sanchao New Materials Co., Ltd. will change as a result of a share transfer agreement with Wuxi Boda He Yi Technology Co., Ltd. [1][4] - The first phase of the share transfer involves the transfer of 10,250,000 shares at a price of 24.52 yuan per share, representing 8.97% of the total shares of the listed company [2][5] - After the completion of the first phase, the controlling shareholder will be Boda He Yi, and the actual controller will be Mr. Liu Jingqi [4][5] Summary by Sections Share Transfer Agreement - The agreement stipulates that Boda He Yi will acquire a total of 18,985,384 shares from the current shareholders, Mr. Zou Yuyao and Mr. Liu Jianxun, in two phases [1][2] - The first phase includes the transfer of 10,250,000 shares, with Mr. Zou transferring 6,000,000 shares and Mr. Liu transferring 4,250,000 shares [2][3] - The second phase will involve the transfer of 8,735,384 shares, which must be completed by June 30, 2026 [5][15] Voting Rights - Mr. Zou Yuyao has agreed to relinquish his voting rights for the remaining shares he holds for a period of 60 months after the first phase completion [3][4] - After the first phase, Mr. Zou's voting rights will be reduced to 30.59%, while Mr. Liu's will drop to 4.99% [3][6] Financial Details - The total consideration for the first phase of the share transfer is approximately 251.33 million yuan, with payments structured in stages [16][17] - The second phase's transfer price will not be lower than the minimum trading price on the day of the agreement signing [16][18] Company Background - Boda He Yi is a newly established company with a registered capital of 50 million yuan, primarily engaged in technology services and investment activities [10][11] - The company aims to enhance the operational and management capabilities of Sanchao New Materials, leveraging its expertise in the photovoltaic industry [9][11]