宁波杉杉股份有限公司关于控股股东及其子公司签署重整投资协议的公告

Core Viewpoint - Ningbo Shanshan Co., Ltd. (referred to as "the company" or "Shanshan") announced that its controlling shareholder, Shanshan Group Co., Ltd. (referred to as "Shanshan Group"), and its wholly-owned subsidiary, Ningbo Pengze Trading Co., Ltd. (referred to as "Pengze Trading"), signed a restructuring investment agreement with Anhui Wanwei Group Co., Ltd. (referred to as "Wanwei Group") and Ningbo Financial Asset Management Co., Ltd. (referred to as "Ningbo Jinzi") [2][3] Summary by Sections Restructuring Agreement - The restructuring investment agreement was signed to facilitate the restructuring of Shanshan Group and Pengze Trading, which were ordered to undergo substantial merger restructuring by the Ningbo Yinzhou District People's Court on March 20, 2025 [3][4] - If the restructuring is successful, the control of the company will change, with Wanwei Group becoming the new controlling shareholder and the actual controller being the Anhui Provincial State-owned Assets Supervision and Administration Commission [2][3] Investment Details - The total investment amount for the restructuring is capped at approximately 7.156 billion yuan, with Wanwei Group acquiring 13.50% of Shanshan's shares at a price of approximately 16.42 yuan per share, totaling about 4.987 billion yuan [15][25] - The agreement includes provisions for immediate and future stock purchases, with specific terms for the acquisition of shares and the establishment of a bankruptcy service trust [15][17] Financial and Operational Background - Wanwei Group is a significant chemical and new materials manufacturer in Anhui Province, with a registered capital of approximately 589 million yuan [4][6] - Ningbo Jinzi is a local asset management company approved by the Ningbo Municipal Government, primarily engaged in the bulk acquisition and disposal of non-performing financial assets [9][10] Shareholding and Control Changes - As of the announcement date, Shanshan Group holds 287,012,100 shares (12.76% of total shares), and Pengze Trading holds 205,264,756 shares (9.13% of total shares) [27] - Upon successful execution of the restructuring agreement, the company's control will shift to Wanwei Group, with no current issues of non-operating fund occupation or illegal guarantees affecting the company [27] Lock-up Period Commitment - Wanwei Group commits to a lock-up period of 36 months for the shares acquired through the restructuring, during which these shares cannot be transferred [29]