宁波中百股份有限公司关于公司控股股东、实际控制人所持股份被司法拍卖完成暨收到《执行裁定书》的提示性公告

Group 1 - The core point of the announcement is that the shares held by the controlling shareholder, Tibet Zetian Investment Development Co., Ltd., amounting to 35,405,252 shares (15.78% of the total share capital), have been judicially auctioned and the ownership has been transferred to Hangzhou Jindi Commercial Management Co., Ltd. [2][6] - The Qingdao Intermediate People's Court has issued an execution ruling confirming the transfer of ownership of the shares to the buyer, effective upon delivery of the ruling to the buyer [2][6]. - The transfer of shares is subject to the approval of the State Administration for Market Regulation, and the company will closely monitor the progress and fulfill its information disclosure obligations [2][3]. Group 2 - As of the date of the announcement, Hangzhou Jindi Commercial Management Co., Ltd. holds a total of 29,565,700 shares, accounting for 13.18% of the company's total share capital [3]. - If the equity change is approved by the State Administration for Market Regulation, it will result in a change of control of the company [3][8]. - The company’s operations are currently normal, and this matter is not expected to have a significant adverse impact on its production and operations [3][8]. Group 3 - The auction of the shares was conducted on the Taobao judicial auction platform from November 22 to November 23, 2025, and the total transaction amount was 527 million yuan [4][22]. - The buyer, Hangzhou Jindi Commercial Management Co., Ltd., has completed the payment for the shares within the stipulated period [22]. - The shares were previously frozen, but the court ruling has lifted the freeze, allowing for the transfer of ownership [6][23]. Group 4 - After the completion of the equity change, Hangzhou Jindi Commercial Management Co., Ltd. will hold a total of 64,970,952 shares, representing 28.96% of the total share capital, thus becoming the new controlling shareholder of the company [20][31]. - The actual controllers of the company will change to Lu Sikan and Kong Lielan, who control Hangzhou Jindi Commercial Management Co., Ltd. [20][31]. - The company will maintain its independence in operations, assets, and finances post-equity change, ensuring no adverse effects on its independent operational capabilities [32]. Group 5 - The equity change does not trigger any mandatory tender offer obligations [12]. - The buyer has committed to maintaining the independence of the company and avoiding any conflicts of interest with its business operations [46][47]. - There are no plans for significant changes to the company's main business or major adjustments in the next 12 months [27][28].