Core Viewpoint - The company is undergoing a change in actual control as its major shareholder, Zhang Weiguo, has signed agreements to transfer shares and delegate voting rights to Shanghai Xiaoguang Intelligent Technology Co., Ltd. [1][2][3] Summary by Sections 1. Transaction Overview - The transaction includes a share transfer, voting rights delegation, and a conditional share subscription agreement with Xiaoguang Intelligent [3][4]. - Zhang Weiguo will transfer 11 million shares, representing 5.02% of the company's total share capital, to Xiaoguang Intelligent [3][4]. - After the completion of the agreements, Xiaoguang Intelligent will hold 18.71% of the voting rights in the company [2][4]. 2. Voting Rights Delegation - Zhang Weiguo will irrevocably delegate the voting rights of 29,966,913 shares to Xiaoguang Intelligent for a period that lasts until either the subscription of shares is registered or 24 months have passed [2][4][12]. - If the delegation period reaches 24 months while the share subscription is still under review, the delegation will be extended until the subscription process concludes [2][4]. 3. Share Subscription Agreement - Xiaoguang Intelligent plans to subscribe for no less than 32 million shares and no more than 40 million shares in the company [2][4][14]. - The final number of shares to be issued will be determined by the company's board based on shareholder authorization and regulatory approvals [4][14]. 4. Financial Arrangements - Xiaoguang Intelligent will provide a loan of at least 50 million yuan to the company, with 25 million yuan to be paid by October 10, 2025 [5][14]. - The funds raised from the share subscription will be used to enhance the company's liquidity and reduce its debt levels [14][15]. 5. Impact on Company Control and Operations - The actual controller will change to Yang Yixiao after the agreements are executed [2][14]. - The new controller is expected to leverage market resources and technical expertise to drive business growth in various sectors, including petrochemicals and new energy [15]. 6. Compliance and Regulatory Aspects - The transaction is subject to compliance review by the Shenzhen Stock Exchange and requires approval from the China Securities Regulatory Commission [3][14]. - The company will fulfill its information disclosure obligations as the transaction progresses [16].
飞鹿股份: 关于公司控股股东、实际控制人签署《股份转让协议》《表决权委托协议》及公司签署《附条件生效的股份认购协议》暨实际控制人拟发生变更的提示性公告