河化股份: 关于公司控制权拟发生变更的提示性公告

Overview - Guangxi Hechi Chemical Co., Ltd. (referred to as "Hechi Co." or "the Company") is in the process of a potential share transfer involving its controlling shareholder, Ningbo Yinyi Holdings Co., Ltd. (referred to as "Yinyi Holdings") [2][6] - The transaction may lead to a change in the actual controller of the Company, although Yinyi Holdings will remain the controlling shareholder if the deal is finalized [2][6] Transaction Parties - Transferor 1: Yinyi Group Co., Ltd. with a registered capital of 461.645 million RMB, involved in various business activities including investment consulting and import/export services [3] - Transferor 2: Ningbo Rusheng Industrial Co., Ltd. with a registered capital of 10 million RMB, engaged in manufacturing and service-related activities [4] - Transferee: Beijing Shending Technology Co., Ltd. with a registered capital of 10 million RMB, focusing on technology services and consulting [4] Share Transfer Agreement - The agreement involves the transfer of 100% equity of Yinyi Holdings, which includes 87 million shares of Hechi Co. valued at approximately 692.23 million RMB [5] - The total transaction price includes a cash component of 337.23 million RMB and the assumption of a debt of 355 million RMB related to the pledged shares [5] - The agreement stipulates that the transfer will not include other assets and liabilities of Yinyi Holdings, which will be retained by the transferor [5] Impact on the Company - If the share transfer is completed, the actual controller of the Company will change, but it is stated that this will not adversely affect the Company's normal operations and ongoing development [6] - The transaction does not involve a takeover bid and is not expected to harm the interests of the Company or minority shareholders [6]