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. is undergoing a restructuring process, with its controlling shareholder Shanshan Group and its wholly-owned subsidiary Ningbo Pengze Trading signing a restructuring investment agreement with Anhui Wanwei Group and Ningbo Financial Asset Management Co., Ltd. This agreement will lead to a change in control of the company if the restructuring is successful [1][2]. Group 1: Restructuring Agreement Details - The restructuring investment agreement was signed on February 6, 2026, and involves the confirmation of Wanwei Group and Ningbo Financial Asset Management as the restructuring investors [10]. - The agreement stipulates that Wanwei Group will acquire 13.50% of Shanshan shares at approximately 16.42 RMB per share, totaling around 4.99 billion RMB [12]. - The restructuring plan must be approved by a creditors' meeting and the Ningbo Court, and there is uncertainty regarding the success of the restructuring [2][20]. Group 2: Financial and Operational Background - Wanwei Group is a significant chemical and new materials manufacturer in Anhui, with a registered capital of approximately 589 million RMB [3][5]. - Ningbo Financial Asset Management is a local asset management company focused on the bulk acquisition and disposal of non-performing assets in Ningbo, with a registered capital of 1.625 billion RMB [7][9]. - 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) of Shanshan [24]. Group 3: Control Changes and Future Implications - If the restructuring is approved, the controlling shareholder will change to Wanwei Group, and the actual controller will become the Anhui Provincial State-owned Assets Supervision and Administration Commission [1][24]. - The restructuring aims to stabilize the control of Shanshan and ensure its sustainable development, with commitments from Wanwei Group to maintain shareholder rights and support the company's operations [17][22]. - The investment agreement includes a lock-up period of 36 months for shares acquired by Wanwei Group, ensuring stability during the transition [25].