南京公用发展股份有限公司 关于控股股东及其一致行动人协议转让公司部分 股份引入战略投资者暨权益变动的提示性公告

Core Viewpoint - Nanjing Public Utilities Development Co., Ltd. is transferring 43,731,000 shares, representing 7.61% of its total equity, to Nanjing Innovation Investment Group Co., Ltd. at a price of 6.86 yuan per share, totaling approximately 299.99 million yuan, without changing the control of the company [1][2][4]. Summary by Sections Agreement Overview - The transfer involves a non-public agreement to sell shares at a price of 6.86 yuan per share, which is not lower than the average price over the last 30 trading days [2][4]. - The total transfer price amounts to 299,994,660.00 yuan, with the transferring parties being Nanjing Public Utilities Holdings and Nanjing Urban Construction Investment Holdings [2][8]. Shareholding Structure - After the transfer, Nanjing Innovation Investment Group will hold 43,731,000 shares, becoming a shareholder with over 5% of the company, while Nanjing Public Utilities Holdings will continue to hold 46.46% of the shares [3][4]. Purpose of the Transfer - The transaction aims to introduce strategic investors to optimize the company's equity structure and enhance governance, aligning with national enterprise reform initiatives [4][16]. Required Procedures - The transfer requires approval from relevant state-owned asset regulatory authorities and compliance confirmation from the Shenzhen Stock Exchange [2][4][18]. Parties Involved - Both transferring parties are controlled by the Nanjing State-owned Assets Supervision and Administration Commission, and they operate independently without forming a concerted action relationship [5][6]. Key Terms of the Agreement - The agreement stipulates that the buyer will not reduce their shareholding for 12 months post-transfer and will nominate one non-independent director to the board [2][15]. - The payment structure includes an initial deposit of 30% of the total transfer price, followed by the remaining amount within 10 working days after the agreement takes effect [9][10]. Impact on the Company - The transfer will not affect the company's control structure, governance, or operational independence, ensuring no adverse impact on the company or its shareholders [16][17].