H.X.C.(SZ:000936) Zheng Quan Zhi Xing·2025-09-05 16:13Core Viewpoint - Jiangsu Huaxi Village Co., Ltd. is undergoing a significant equity acquisition process, with the Jiangyin Municipal Government's State-owned Assets Supervision and Administration Office (SASAC) indirectly controlling 38.61% of the shares through a series of equity transfers and restructuring efforts aimed at optimizing state-owned capital layout and promoting high-quality development in the region [3][5][6]. Group 1: Acquisition Overview - The acquisition involves the transfer of 51% equity of Ningxiu Construction from Huashi Comprehensive Service Center to Jiangyin SASAC, allowing the latter to control 82,129,483 shares of Huaxi Co., representing 9.27% of the total share capital [5]. - The acquisition does not change the direct controlling shareholder or actual controller of Huaxi Co., which remains Huaxi Group and Jiangyin SASAC, respectively [6][9]. - The acquisition is in compliance with the regulations that exempt it from triggering a mandatory tender offer [5]. Group 2: Compliance and Reporting - The financial advisor confirms that all necessary reporting and disclosure obligations related to the acquisition have been fulfilled by the acquirer and the listed company [6][10]. - The acquirer has provided commitments to maintain the independence of the listed company, avoid competition, and reduce related party transactions [6]. Group 3: Business Operations and Changes - During the supervision period, there have been no significant changes in the main business operations of the listed company [7]. - The company has approved the transfer of shares in a subsidiary, Solstice Optoelectronics, totaling 65,496,500 shares for a total consideration of $20,026.86 million, which is currently in progress [7]. - There have been no major asset sales, mergers, or joint ventures during this period, and the company has not engaged in significant asset purchases or swaps [7]. Group 4: Governance and Management - The company has undergone changes in its board and management personnel, including the election of a new employee director and the resignation of several supervisory board members [8]. - The company has revised its articles of association and governance rules to align with regulatory requirements and operational needs [8]. - There have been no significant changes in employee hiring or dividend policies during the supervision period [9]. Group 5: Summary of Continuous Supervision - The financial advisor concludes that Jiangyin SASAC has complied with all reporting and operational requirements during the acquisition process, with no violations of public commitments identified [10].