西宁特殊钢股份有限公司关于持股5%以上股东签署《股份转让协议》暨权益变动的提示性公告

Core Viewpoint - The announcement details the transfer of shares from major shareholders of Xining Special Steel Co., Ltd. to Qinghai State-owned Assets Investment Management Co., Ltd., emphasizing that this transaction is part of a structural adjustment of state-owned capital and does not alter the control of the company [2][3][20]. Summary by Sections Share Transfer Overview - As of the announcement date, major shareholders, including Wuhu Xinzaihai Industrial Investment Partnership and its concerted actions, hold a total of 686,548,921 shares, representing 21.09% of the company [2]. - Wuhu Xinzaihai will transfer 476,135,811 shares (14.63%) to Qinghai State-owned Assets, while Qinghai Sanjian will transfer 100,000,000 shares (3.07%) to Qinghai State-owned Assets [2][3]. Purpose and Background of the Transfer - The share transfer is aimed at optimizing the allocation of state-owned capital and enhancing resource collaboration efficiency within the group [3][6]. - The transfer does not change the nature of the shareholding structure or the control of Xining Special Steel, ensuring the company will continue to operate independently [3][20]. Compliance and Approval Process - The share transfer requires compliance confirmation from the Shanghai Stock Exchange and registration with the China Securities Depository and Clearing Corporation [3][31][44]. - The completion of the transfer is subject to regulatory approval, which introduces uncertainty regarding the timing and finalization of the transaction [6][31]. Financial Details of the Transfer - The share transfer price will be determined based on the average weighted price over the 30 trading days prior to the announcement date [9][16]. - The payment for the shares will be made in three installments, with specific percentages due at different stages of the transaction [10][16]. Additional Commitments - Qinghai State-owned Assets and its concerted actions have committed not to seek control of Xining Special Steel for five years following the transaction [3][20]. - The transfer does not constitute a related party transaction and will not lead to changes in the controlling shareholder or actual controller of the company [3][20].