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光韵达: 联储证券股份有限公司关于深圳光韵达光电科技股份有限公司详式权益变动报告书之2025年第一季度持续督导报告
Zheng Quan Zhi Xing· 2025-05-13 09:26
Core Viewpoint - The acquisition of Shenzhen Guangyun Da Optoelectronics Technology Co., Ltd. by Guangyun Da Group has resulted in a change of control, with Guangyun Da Group becoming the controlling shareholder and Zeng Sanlin as the actual controller of the company [2][8]. Group 1: Equity Change and Share Transfer - Guangyun Da Group acquired a total of 107,400,017 shares from Huo Ruohong, Wang Rong, and Yao Caihong, representing 21.72% of the total share capital of the company [2][8]. - Following the transaction, Guangyun Da Group directly holds 25,498,000 shares, accounting for 5.16% of the total share capital, and enjoys voting rights for the entire 107,400,017 shares [2][8]. - The share transfer was completed on December 12, 2024, with the registration confirmed by the China Securities Depository and Clearing Corporation [2][8]. Group 2: Financial Advisory and Compliance - Lianchu Securities Co., Ltd. was appointed as the financial advisor for Guangyun Da Group during this equity change, with ongoing supervisory responsibilities for 12 months post-completion [3][9]. - The company has adhered to legal and regulatory requirements during the equity change process, ensuring compliance with the Company Law and Securities Law [9][27]. Group 3: Future Plans and Commitments - Guangyun Da Group has no immediate plans to adjust the main business operations of the company within the next 12 months, focusing instead on maintaining normal operations [16][19]. - The group has committed to not transferring shares in any manner that would affect control within 18 months post-acquisition [10][11]. - There are no significant changes planned for the company's employee hiring policies or dividend policies at this time [23][24]. Group 4: Corporate Governance and Structure - The company has established a good corporate governance structure and internal control system, ensuring independent operation of the board and management [9][12]. - Adjustments to the board of directors and management personnel are planned to enhance governance and management levels following the equity change [20][21]. - The company has also made amendments to its articles of association to improve its corporate governance structure [22].