共进股份控制权拟变 大股东等套现9.47亿唐山国资入主

Core Viewpoint - The major shareholder of Gongjin Co., Ltd. (603118.SH) has signed a share transfer agreement with Tangshan Industrial Holding Group Co., Ltd., indicating a change in control of the company [1][6]. Group 1: Share Transfer Details - The major shareholders, Tang Fonan and others, will transfer a total of 88,055,885 shares, representing 11.1849% of the company's total shares, to Tangshan Industrial at a price of 10.75 yuan per share, totaling approximately 946.6 million yuan [1][2]. - Tang Fonan will transfer 41,020,806 shares (5.2105%) for 440,973,664.50 yuan, while Wang Dawei will transfer 39,137,075 shares (4.9712%) for 420,723,556.25 yuan [2]. Group 2: Voting Rights and Control - Wang Dawei has signed a voting rights entrustment agreement, allowing Tangshan Industrial to exercise voting rights over 117,411,228 shares (14.9136%) [3]. - The entrustment period will last until the shares are registered under Tangshan Industrial's name or until certain conditions are met, including potential future share transfers [3]. Group 3: Future Share Transfers - Tang Fonan and Wang Dawei have agreed to transfer additional shares to Tangshan Industrial by June 30, 2026, with specific amounts being 30,715,605 shares (3.9015%) and 29,352,807 shares (3.7284%), respectively [4]. - The agreements for the first and second share transfers are independent, meaning the failure of the second transfer will not affect the first [4]. Group 4: Regulatory Compliance - The share transfer process is structured to comply with regulations governing the transfer of shares by company directors and senior management, which limits the amount of shares that can be transferred during their tenure [5]. - The company has announced that after the completion of the share transfer and voting rights entrustment, the controlling shareholder will change to Tangshan Industrial, with the actual controller being the Tangshan Municipal Government State-owned Assets Supervision and Administration Commission [6].