财通证券股份有限公司 关于 江苏亚邦染料股份有限公司 详式权益变动报告书 之 2025年第三季度持续督导意见 暨 持续督导总结报告

Core Viewpoint - Jiangsu Guojing Holdings Group Co., Ltd. has acquired 118,900,000 shares of Jiangsu Yabang Dyeing Co., Ltd., increasing its total holdings to 169,000,000 shares, representing 29.64% of the total share capital, thus becoming the controlling shareholder of the company [1][3]. Summary by Sections 1. Equity Change Overview - On October 18, 2024, Guojing Group acquired 118,900,000 shares of Yabang, resulting in total holdings of 169,000,000 shares, which is 29.64% of the total share capital [3]. - Prior to this change, the controlling shareholder, Yabang Group, held 100,002,000 shares, accounting for 17.54% of the total share capital [3]. 2. Announcement of Equity Change - Yabang disclosed the change in shareholder equity and control on October 22, 2024, and provided a detailed report on October 25, 2024 [4]. 3. Transfer of Shares - The share transfer was completed on October 25, 2024, as confirmed by the China Securities Depository and Clearing Corporation [5]. 4. Financial Advisor's Verification - The financial advisor confirmed that both Guojing Group and Yabang complied with disclosure obligations and completed the necessary share transfer procedures [6]. 5. Compliance with Legal and Regulatory Requirements - During the continuous supervision period, Guojing Group adhered to legal regulations while exercising shareholder rights, and Yabang maintained a sound corporate governance structure [6]. 6. Commitments Regarding Independence - Guojing Group committed to maintaining independence from Yabang in business, assets, personnel, and finance, ensuring no interference in operational decisions [7]. 7. Commitments Regarding Competition - Guojing Group pledged to avoid any business competition with Yabang and its subsidiaries, ensuring compliance with relevant regulations [7]. 8. Commitments Regarding Related Transactions - Guojing Group promised to minimize related transactions with Yabang and ensure fairness in unavoidable transactions [9]. 9. Future Plans Post-Equity Change - No plans to change Yabang's main business or make significant adjustments were disclosed for the next 12 months [10]. - Yabang plans to publicly transfer 100% of its subsidiary's equity, with a starting price of 71.8769 million yuan [11]. 10. Changes in Management - Guojing Group will nominate suitable candidates for Yabang's board and management based on operational needs, adhering to legal procedures [12]. 11. Amendments to Company Articles - Yabang's articles of association do not contain restrictive clauses that would hinder the equity change, and no amendments are planned unless necessary [14]. 12. Employee Changes - No significant changes to the existing employee structure are planned following the equity change [15]. 13. Dividend Policy - There are no plans for major adjustments to Yabang's dividend policy in the near future [16]. 14. Other Significant Plans - No other plans that would significantly impact Yabang's business or organizational structure were disclosed [17]. 15. Guarantees and Loans - Yabang has provided guarantees for loans to its subsidiaries, with no detrimental effects on the company's interests [22].