定增后从无实际控制人到韶关国资委实控人认定遭问询 韶能股份回复

Core Viewpoint - The issuance of shares by Shaoneng Co., Ltd. has raised regulatory inquiries focusing on potential changes in control of the company [1] Group 1: Share Issuance and Control - As of June 30, 2025, Shaoneng Co., Ltd. has no controlling shareholder or actual controller, with the largest shareholder, Shaoguan Industrial Asset Management Co., Ltd., holding 14.43% [1] - The new issuance target, Shaoguan Jincai Investment Group Co., Ltd., did not hold shares prior to the issuance [1] - Regulatory inquiries question whether Shaoguan Industrial and Jincai Investment, both controlled by the Shaoguan State-owned Assets Supervision and Administration Commission, can jointly gain control after the investment [1] Group 2: Company Response and Governance - The company and its sponsor responded that post-issuance, Shaoguan Industrial and Jincai Investment will hold a combined 22.05%, significantly exceeding other shareholders, thus acting as concerted actors [1] - After the board re-election, the board will maintain nine members, with both parties nominating five directors, ensuring a majority [1] - The second-largest shareholder, Zhaowei Hengfa, has committed not to seek control and to support the nominations from both parties [1] Group 3: Management and Business Operations - There are currently no plans to adjust the management team, which will be evaluated carefully before any decisions are made [1] - Following the changes, the Shaoguan State-owned Assets Supervision and Administration Commission will maintain control through voting rights and board leadership, ensuring normal business operations [1] - The company has committed to avoiding competition and regulating related transactions through asset restructuring [1]