中信建投证券股份有限公司关于湖北凯龙化工集团股份有限公司详式权益变动报告书之2025年第三季度持续督导意见
Shang Hai Zheng Quan Bao·2025-11-04 19:55

Core Viewpoint - The article discusses the indirect acquisition of a 75% stake in Zhongjing Investment Holding Group Co., Ltd. by Changjiang Industrial Investment Group Co., Ltd. for a transaction price of 2.776 billion yuan, which results in a change of control for the listed company Hubei Kailong Chemical Group Co., Ltd. [1][6] Group 1: Equity Change and Transfer - The equity change involves an indirect acquisition where Changjiang Industrial Group signed an agreement on January 15, 2025, to acquire 75% of Zhongjing Group for 2.776 billion yuan, which is the controlling shareholder of the listed company [6][7] - Prior to the equity change, Changjiang Industrial Group did not hold any shares or voting rights in Kailong Shares, while Zhongjing Group held 15.03% of the shares [6] - After the completion of the equity change, the actual controller of the listed company changed from Jingmen Municipal Government State-owned Assets Supervision and Administration Commission to Hubei Provincial Government State-owned Assets Supervision and Administration Commission [6][7] Group 2: Financial Advisor's Role - CITIC Jiantou Securities was appointed as the financial advisor for the equity change and will perform continuous supervision for 12 months following the completion of the acquisition [2][3] - The financial advisor's opinions are based on the assumption that all parties involved will fully comply with the terms of the agreement [3] Group 3: Compliance and Future Plans - Changjiang Industrial Group has made public commitments during the equity change process, and as of the date of the continuous supervision opinion, there are no violations of these commitments [9] - There are no plans to change the main business of the listed company or make significant adjustments in the next 12 months [10][11] - No major asset disposals, business restructuring, or changes to the board of directors and senior management are planned in the near future [12][13][14] Group 4: Corporate Governance - During the continuous supervision period, both Changjiang Industrial Group and the listed company have adhered to the requirements of the Company Law and Securities Law, establishing a sound corporate governance structure [24] - There are no violations of corporate governance and internal control regulations during this period [24][25]