德龙汇能集团股份有限公司关于控股股东协议转让公司股份完成过户登记 暨公司控制权发生变更的进展公告

Core Viewpoint - The company, Delong Huineng Group Co., Ltd., has undergone a significant change in its shareholding structure, with a major stake being transferred to Dongyang Noxin Chip Material Enterprise Management Partnership, which will result in a change of control to Ms. Sun Weijia [2][3]. Group 1: Share Transfer Details - The company operates in the "Gas Production and Supply Industry," with gas supply and related revenue accounting for over 90% of total revenue in the past five years [2]. - A total of 106,280,700 shares, representing 29.64% of the company's total share capital, were transferred at a price of 9.41 yuan per share, amounting to a total transaction value of 1 billion yuan [2]. - The share transfer was completed on February 24, 2026, with the necessary registration procedures carried out by the China Securities Depository and Clearing Corporation [4]. Group 2: Change of Control - Following the completion of the share transfer, the controlling shareholder will change to Noxin Chip Material, and the actual controller will be Ms. Sun Weijia [3]. - The transaction does not trigger a mandatory tender offer, and there are no related party relationships between the transferor and the transferee [3]. Group 3: Compliance and Impact - The share transfer complies with relevant laws and regulations, including the Company Law and Securities Law, and does not violate any commitments [5]. - The change in control is not expected to affect the company's normal operations or harm the interests of minority shareholders [5].