浙江正裕工业股份有限公司关于控股股东存续分立暨权益变动的提示性公告

Core Viewpoint - The announcement details the equity change resulting from the division of the controlling shareholder, which will not trigger a mandatory takeover bid, and the actual controller remains unchanged [2][3]. Group 1: Equity Change Details - The equity change is based on the division of the controlling shareholder, Zhejiang Zhengyu Investment Co., Ltd., which will be split into Zhejiang Zhengyu Enterprise Management Co., Ltd. and three newly established companies: Taizhou Yule Holdings Co., Ltd., Taizhou Haoxiang Holdings Co., Ltd., and Taizhou Zhigao Junhe Holdings Co., Ltd. [2][3] - Before the division, Zhengyu Enterprise Management held 98,490,595 shares, accounting for 41.0321% of the total share capital, while the new companies did not hold any shares [3][4]. - After the division, Zhengyu Enterprise Management will no longer hold shares, while Yule Holdings will hold 32,009,443 shares (13.3354%), Haoxiang Holdings will hold 34,471,709 shares (14.3612%), and Zhigao Junhe Holdings will hold 32,009,443 shares (13.3354%) [4][33]. Group 2: Share Transfer Agreements - The share transfer agreements were signed between Zhengyu Enterprise Management and the new companies, detailing the transfer of shares and associated rights [11][18][25]. - The transfer price for the shares is set at 13.84 yuan per share, which is 90% of the closing price on the day before the agreement [12][19][27]. - The total transfer amounts to approximately 443 million yuan for Yule Holdings, 477 million yuan for Haoxiang Holdings, and 443 million yuan for Zhigao Junhe Holdings [12][19][27]. Group 3: Financial and Structural Implications - The total assets of Zhengyu Investment before the division were 171.33 million yuan, with no liabilities, resulting in a net asset value of 171.33 million yuan [8]. - The registered capital of Zhengyu Investment will be reduced to 10 million yuan post-division, while the new companies will have registered capitals of 3.25 million yuan, 3.5 million yuan, and 3.25 million yuan respectively [6][8]. - The division will not affect the company's production and operational status, and the actual controller remains unchanged [33].