博达合一拟以一揽子交易方案拿下三超新材24.83%股权

Core Viewpoint - Nanjing SanChao New Materials Co., Ltd. is undergoing a change in control, with significant shareholders planning to transfer ownership to Wuxi Boda He Yi Technology Co., Ltd. through a series of agreements [2][3][4]. Group 1: Ownership Transfer Details - The ownership transfer involves a series of agreements including a share transfer agreement, a voting rights waiver agreement, and a share subscription agreement [2][3]. - Boda He Yi will acquire 24.83% of SanChao's shares through a combination of share transfer and subscription to a private placement of shares [2][6]. - The first phase of the share transfer will see Boda He Yi acquire 6 million shares from the controlling shareholder at a price of 24.52 yuan per share [3][4]. Group 2: Voting Rights and Control - After the first phase of the transfer, Boda He Yi will hold 8.97% of the voting rights, making it the controlling shareholder, while the original shareholders will waive their voting rights [4][6]. - Following the second phase of the transfer, Boda He Yi's shareholding and voting rights will increase to 24.83%, while the original shareholders' voting rights will be adjusted accordingly [6][8]. Group 3: Business Context and Synergies - SanChao's main products include diamond grinding wheels and electroplated diamond wires, with the latter primarily used in the photovoltaic industry [7]. - The industry has faced challenges such as overcapacity and declining prices, impacting SanChao's profitability, which has fluctuated significantly from 2003.07 million yuan in 2020 to a loss of 1.41 billion yuan in 2024 [7]. - Boda He Yi, through its subsidiary, has capabilities in global supply chain integration for photovoltaic components, which may create synergies with SanChao's existing business [8].