Changshu Fengfan Co.,Ltd.(SH:601700) Shang Hai Zheng Quan Bao·2025-11-13 18:13Core Points - The announcement details the transfer of shares from shareholders to Tangshan Industrial Holding Group Co., Ltd, which will result in the latter gaining actual control of Changshu Windfan Electric Power Equipment Co., Ltd [1][2][30] - The first transfer involved 144,680,675 shares (12.67% of total shares), while the second transfer will involve 197,879,110 shares (17.32% of total shares) [1][2][3] - The share transfer price is set at 5.00 CNY per share, totaling 989,395,550 CNY for the second transfer [3][9] Summary by Sections Agreement Overview - The share transfer is based on the shareholders' asset management needs and is a continuation of the first share transfer agreement [4] - The transfer requires approval from the Tangshan Municipal Government's State-owned Assets Supervision and Administration Commission and compliance confirmation from the securities regulatory authority [3][30] Shareholder Information - The transferors include Fan Jiangang, Fan Liyi, Fan Yueying, and Yang Jun, while the transferee is Tangshan Industrial Holding Group Co., Ltd [5][6] Share Transfer Details - The first transfer was completed as per the agreement, and the second transfer is set to occur after the lifting of restrictions on the shares held by Fan Jiangang [2][8] - The breakdown of shares transferred includes 143,541,730 shares from Fan Jiangang, 45,182,812 shares from Fan Liyi, 8,779,568 shares from Fan Yueying, and 375,000 shares from Yang Jun [2][9] Payment and Conditions - The total payment for the shares will be made in cash, with specific amounts allocated to each shareholder based on the number of shares transferred [3][9] - The agreement includes conditions for the transfer to be effective, including the absence of significant adverse changes in the company and obtaining necessary approvals [10][11] Tax and Fees - The parties are responsible for their respective legal, accounting, and advisory fees related to the transaction [16] - Tax obligations arising from the transaction will be borne by the respective parties as per applicable laws [16] Rights and Obligations - The rights and risks associated with the shares will transfer to the buyer upon delivery [17] - The transferors must manage the shares responsibly during the transition period and ensure no new restrictions are placed on the shares [18] Future Transfer Commitments - The transferors retain the right to transfer remaining shares to third parties, with the buyer having a right of first refusal for three years post-transfer [19] Legal and Dispute Resolution - The agreement stipulates that any disputes arising from the transaction should first be resolved through negotiation, failing which legal action may be pursued [26][27]