德龙汇能集团股份有限公司关于披露详式权益变动报告书的提示性公告

Core Points - The announcement details a significant equity change involving Delong Huineng Group Co., Ltd, where the controlling shareholder, Beijing Dingxin Ruitong Technology Development Co., Ltd, plans to transfer 106,280,700 shares, representing 29.64% of the total share capital, to Dongyang Noxin New Materials Enterprise Management Partnership (Limited Partnership) for a total consideration of RMB 1 billion at a price of RMB 9.41 per share [4][3]. Group 1 - The equity transfer is subject to compliance confirmation from the Shenzhen Stock Exchange and requires the completion of share transfer registration and other approval procedures, indicating significant uncertainty regarding the final implementation and outcome of the transaction [3]. - If the transaction is successfully completed, the controlling shareholder will change to Noxin New Materials, and the actual controller will be Ms. Sun Weijia, with no existing relationship between the two parties involved in the transaction [4][3]. - Noxin New Materials was established in July 2025 and has not made any investments in other enterprises to date [6][7]. Group 2 - The partnership structure of Noxin New Materials includes East Yang Wisdom as a wholly-owned subsidiary of Dongyang State-owned Assets Investment Co., Ltd, which has a registered capital of RMB 1 billion and total assets exceeding RMB 100 billion as of the end of 2024 [7]. - The profit distribution and loss burden within Noxin New Materials are governed by the partnership agreement, with decisions made based on the actual capital contribution ratio of the partners [9]. - Noxin New Materials has established an investment decision-making committee to oversee investment and exit decisions, requiring a majority vote for resolutions [10].