上纬新材料科技股份有限公司关于控股股东协议转让股份完成过户登记暨公司控股股东、实际控制人变更的公告

Group 1 - The core point of the announcement is the completion of the share transfer and the change of the controlling shareholder of the company from SWANCOR Samoa to Zhiyuan Hengyue [1][4][8] - The share transfer involved the transfer of 120,968,182 shares, representing 29.99% of the total shares of the company, which has been completed as of September 22, 2025 [6][8] - Following the share transfer, Zhiyuan Hengyue and Zhiyuan New Venture will collectively hold 29.99% of the company's shares and corresponding voting rights, making Zhiyuan Hengyue the new controlling shareholder [4][8] Group 2 - Zhiyuan Hengyue plans to further increase its stake in the company through a partial tender offer for 149,243,840 shares, which represents 37.00% of the total share capital [3][10] - SWANCOR Samoa has committed to irrevocably waive its voting rights for all shares held in the company following the completion of the share transfer [2][7] - The actual controller of the company will be Mr. Deng Taihua after the completion of the share transfer [4][10]