万林物流: 江苏万林现代物流股份有限公司关于公司控股股东协议转让部分股份暨权益变动的提示性公告

Core Viewpoint - Jiangsu Wanlin Modern Logistics Co., Ltd. announced that its controlling shareholder, Gongqingcheng Surui Investment Co., Ltd., signed a share transfer agreement to transfer 77,606,585 shares (12.95% of total share capital) to Mr. Huang Fei at a price of 4.941 yuan per share, totaling 383,454,137 yuan [1][2][4]. Summary by Sections Agreement Overview - The share transfer involves 77,606,585 shares, representing 12.95% of the company's total share capital [2]. - The transfer price is set at 4.941 yuan per share, amounting to a total consideration of 383,454,137 yuan [2][4]. - The transfer will not trigger a mandatory bid and will not change the actual controller of the company [2][9]. Background and Purpose - The transfer is based on the financial needs of Surui Investment and the recognition of the company's long-term investment value by Mr. Huang Fei [3]. Approval and Procedures - The transfer is subject to compliance confirmation by the Shanghai Stock Exchange before the share transfer can be registered with the China Securities Depository and Clearing Corporation [3][9]. Parties Involved - The transferor is Gongqingcheng Surui Investment Co., Ltd., with its main shareholder being Fan Jibo [3]. - The transferee, Mr. Huang Fei, has provided proof of creditworthiness to complete the transfer [3]. Key Terms of the Transfer Agreement - The payment for the shares will be made in installments: 150 million yuan by September 30, 2025, another 150 million yuan by November 30, 2025, and the remaining amount by December 31, 2025 [4]. - The agreement includes provisions for the transfer of rights associated with the shares, including profit distribution and voting rights [4]. Additional Arrangements - The transfer will not affect the company's governance structure or ongoing operations significantly [9]. - The transferee intends to appoint a director to the company's board following the transfer [9]. - The transferee is restricted from selling the acquired shares for 18 months post-transfer [9].