Youon(SH:603776) Zheng Quan Zhi Xing·2025-08-07 12:20Core Viewpoint - The company is responding to the Shanghai Stock Exchange's inquiry regarding its application for a specific issuance of A-shares, detailing the share transfer agreements and the implications for control and governance [1][4][10]. Group 1: Share Transfer and Pricing - On March 14, 2025, Shanghai Hamao and Yang Lei signed share transfer agreements, acquiring a total of 19.67% of the company's shares, with Hamao becoming the controlling shareholder and Yang the actual controller [1][4]. - The total amount raised from this issuance is capped at 840.2871 million yuan, with a share price set at 11.70 yuan, subject to a 36-month lock-up period [1][4]. - The share transfer price for Hamao was set at 90% of the closing price prior to the agreement, while Yang Lei's price matched the closing price, indicating no significant pricing discrepancies [5][6][7]. Group 2: Shareholding Structure Post-Issuance - The maximum number of shares to be issued is 71,819,411, with Hamao intending to subscribe to this full amount [10][11]. - Post-issuance, Hamao and Yang Lei's combined shareholding is projected to increase from 19.57% to 38.06%, enhancing their voting rights from 22.85% to 38.25% [12][11]. Group 3: Control and Governance - The arrangement for Yang Lei to control voting rights while allowing Sun Jisheng to retain some rights under specific conditions aims to stabilize the company's governance during the transition [13][14]. - The agreement includes a clause for Sun Jisheng to potentially regain control under certain conditions, but the likelihood of this occurring is deemed low due to the parties' commitment to maintaining Hamao's control [22][20]. Group 4: Performance Commitments - Sun Jisheng has committed to ensuring the company's net profit does not fall below -200 million yuan for the years 2025 to 2027, with no provisions for changes or waivers to this commitment [23][24]. - The new shareholders are expected to leverage their industry resources to enhance the company's operational capabilities and market position, thereby supporting the achievement of performance commitments [24][23].