表决权放弃
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实控人签署股份转让协议,三超新材将易主
Ju Chao Zi Xun· 2025-11-01 06:14
Core Viewpoint - The announcement details the planned change of control for SanChao New Materials, with the current controlling shareholder and actual controller set to transfer their shares to Wuxi Boda He Yi Technology Co., Ltd. and Wuxi Boda New Energy Technology Co., Ltd. [2] Group 1 - The controlling shareholder, Zou Yuyao, and significant shareholder, Liu Jianxun, have signed a share transfer agreement to transfer a total of 18,985,384 shares to Boda He Yi in two phases [2] - Following the first phase of the transfer and the signing of a voting rights waiver agreement, the controlling shareholder will change to Boda He Yi, and the actual controller will change to Liu Jingqi [2] - The company plans to issue A-shares to specific investors, with Boda He Yi intending to fully subscribe through cash [2] Group 2 - The Shenzhen Stock Exchange has issued a confirmation letter regarding the share transfer, which is valid for six months, requiring the parties to complete the transfer registration in one go [2] - The transfer of shares still requires procedures to be completed at the China Securities Depository and Clearing Corporation Limited Shenzhen Branch, and there is uncertainty regarding the final implementation and results of this matter [3]
维业股份: 关于公司股东签署《表决权放弃协议》的公告
Zheng Quan Zhi Xing· 2025-08-13 16:23
Core Points - The company has signed a new "Voting Rights Waiver Agreement" effective from August 13, 2025, to August 12, 2028, with its controlling shareholder, Zhuhai Urban Construction Group Co., Ltd., and shareholder Zhang Hanqing and his concerted parties [1][4] - The previous "Voting Rights Waiver Agreement" was signed on April 8, 2020, and was set to expire on August 12, 2025, with all obligations fulfilled by the parties involved [2][3] - The new agreement does not change the company's control structure and will not affect its normal production and operations [4] Summary by Sections Previous Agreement - The previous "Voting Rights Waiver Agreement" allowed the parties to waive their voting rights for five years from the completion of the share acquisition [2] - The agreement was fulfilled without any violations by the involved parties [2] New Agreement - The new "Voting Rights Waiver Agreement" was signed to extend the waiver of voting rights for an additional three years [3] - The agreement stipulates that the parties will continue to waive their voting rights in the company, ensuring no change in control [4] Impact on Company Operations - The controlling shareholder remains Zhuhai Urban Construction Group Co., Ltd., and the actual controller is the Zhuhai Municipal Government State-owned Assets Supervision and Administration Commission [4] - The continuation of the voting rights waiver will not impact the company's normal business operations [4]
黑芝麻(000716.SZ)实控人拟变更为广西国资委 8月11日起复牌
智通财经网· 2025-08-08 15:21
Group 1 - The core point of the news is that Guangxi Heiwulei Food Group Co., Ltd. has signed a share transfer agreement with Guangxi Travel Health Industry Group Co., Ltd. to sell 20% of its shares in Heizhima (000716.SZ) [1] - Following the completion of the share transfer, the controlling shareholder of the company will change from Heiwulei Group to Guangxi Travel Health, and the actual controllers will shift to the State-owned Assets Supervision and Administration Commission of the Guangxi Zhuang Autonomous Region [1] - A voting rights waiver agreement has been signed, where the parties involved will unconditionally and irrevocably waive their voting rights corresponding to 17.66% of the company's shares, totaling 133 million shares [1] Group 2 - The company's stock will resume trading on August 11, 2025, at the market opening [2]
三超新材拟定增柳敬麒拟入主 现实控人百天套现2.46亿
Zhong Guo Jing Ji Wang· 2025-08-05 06:14
Core Viewpoint - San Chao New Materials (300554) is undergoing a change in control, with the current controlling shareholder and actual controller transferring shares to Wuxi Boda He Yi Technology Co., Ltd. and Wuxi Boda New Energy Technology Co., Ltd. [1][4] Share Transfer Details - The first phase of the share transfer involves Boda He Yi acquiring 10,250,000 shares at a price of 24.52 CNY per share, totaling 251.33 million CNY, with the sellers cashing out 147.12 million CNY [2][3] - After the first phase, the controlling shareholder will change to Boda He Yi, and the actual controller will be Liu Jingqi [4] Voting Rights Changes - Following the first phase, both current shareholders, Zou Yuyao and Liu Jianxun, will relinquish their voting rights for their remaining shares for a period of 60 months [3][4] - The second phase of the share transfer will involve the transfer of an additional 8,735,384 shares, with a completion deadline of June 30, 2026 [4][5] Fundraising Plans - The company plans to raise up to 250 million CNY through a private placement of shares, with the funds intended for working capital and repaying bank loans [6][8] - Boda He Yi will be the sole subscriber for the new shares, acquiring 12,475,049 shares at a price of 20.04 CNY per share [6][7] Shareholding Structure Post-Issuance - After the issuance, Boda He Yi's shareholding will increase to 24.83%, maintaining its status as the controlling shareholder, while Zou Yuyao's shareholding will decrease to 20.69% [7][8]
中旗新材: 简式权益变动报告书(修订稿)
Zheng Quan Zhi Xing· 2025-07-25 16:37
Core Viewpoint - The report outlines the equity changes of Guangdong Zhongqi New Materials Co., Ltd, indicating a reduction in shareholding by Hainan Yuminghua Venture Capital Co., Ltd and its associated parties, leading to a dilution of their ownership percentage [1][2][3]. Group 1: Equity Change Details - Hainan Yuminghua plans to transfer 9,334,300 shares, representing 5.10% of the total share capital, to Chen Yaomin, resulting in a decrease in their shareholding [5][8]. - The total share capital of the company increased from 122,142,242 shares to 183,023,996 shares due to the issuance of convertible bonds, leading to passive dilution of the shareholding of Hainan Yuminghua and its associates [9][10]. - Following the transfer, Hainan Yuminghua's shareholding will decrease from 10.00% to 4.25%, while the total voting rights held by them will also be affected [8][9]. Group 2: Agreements and Compliance - The equity change is based on agreements signed between Hainan Yuminghua, Zhou Jun, and Guangdong Xingkong Technology Equipment Co., Ltd, which aims to stabilize control over the company [6][11]. - The total transaction price for the share transfer is set at approximately 803.43 million yuan, with an average price of 26.34 yuan per share [12][14]. - The report confirms that all necessary compliance procedures with the Shenzhen Stock Exchange have been completed for the share transfer [10][13]. Group 3: Future Plans - Hainan Yuminghua does not rule out the possibility of increasing or decreasing its shareholding in the next 12 months, adhering to relevant regulations [7][8]. - The report emphasizes the commitment of the information disclosing parties to ensure the accuracy and completeness of the information provided [2][3].
上纬新材: 华泰联合证券有限责任公司关于上纬新材料科技股份有限公司详式权益变动报告书之财务顾问核查意见
Zheng Quan Zhi Xing· 2025-07-09 16:25
Core Viewpoint - The financial advisor, Huatai United Securities, has conducted a thorough review of the equity change report for Shanghai Shuangwei New Materials Technology Co., Ltd., confirming the authenticity, accuracy, and completeness of the disclosed information [1][9]. Summary by Sections Financial Advisor's Responsibilities - The financial advisor has fulfilled its due diligence obligations and believes that there are no substantial discrepancies between its professional opinions and the contents of the disclosure documents provided by the information disclosure obligor [2]. - The advisor has verified that the announcement documents comply with the required formats and regulations [2]. Equity Change Details - The equity change involves the transfer of 100,800,016 unrestricted circulating shares, representing 24.99% of the total shares of the listed company, from SWANCOR Samoa to Zhiyuan Hengyue [5]. - Additionally, 2,400,900 shares (0.60%) will be transferred from SWANCOR Samoa to Zhiyuan New Creation, and 17,767,266 shares (4.40%) from Jinfeng Investment Holdings to Zhiyuan New Creation [5]. Purpose of the Equity Change - The purpose of the equity change is to gain control of the listed company, with a focus on sustainable development and enhancing shareholder rights, particularly for minority shareholders [9]. - The information disclosure obligor plans to further increase its stake through a partial tender offer for 149,243,840 shares, which accounts for 37.00% of the total share capital [10]. Future Plans and Commitments - The information disclosure obligor has committed to not transferring the shares acquired through the equity change for 18 months following the completion of the transfer [12]. - The actual controller, Mr. Deng Taihua, has pledged to maintain control of the listed company for 36 months after acquiring control [12]. Financial Sources - The funding for the equity change will come from the self-owned and self-raised funds of the information disclosure obligor, with no financial support from the listed company or its affiliates [22][29]. Corporate Structure and Control - The information disclosure obligor, Zhiyuan Hengyue, is a limited partnership established by Mr. Deng Taihua and his core team, focusing on technology innovation and industry integration [9][18]. - The actual controller, Mr. Deng Taihua, has a background in technology and management, previously holding senior positions at Huawei [18].
上纬新材: 上纬新材简式权益变动报告书(SWANCOR萨摩亚、STRATEGIC萨摩亚)
Zheng Quan Zhi Xing· 2025-07-08 15:12
Core Viewpoint - The report outlines a significant equity change involving SwanCor Ind. Co., Ltd. and Strategic Capital Holding Limited, which will result in a reduction of their shareholding in Shangwei New Materials Technology Co., Ltd. and a relinquishment of voting rights, aiming to introduce a new actual controller to support the company's long-term development [1][8][13]. Group 1: Equity Change Details - SwanCor Ind. Co., Ltd. will transfer 100,800,016 shares, representing 24.99% of the total shares, to Zhiyuan Hengyue [10][11]. - Strategic Capital Holding Limited will transfer an additional 2,400,900 shares, accounting for 0.60% of the total shares [10]. - Following the transfers, SwanCor will hold 155,028,476 shares (38.43%) and Strategic will maintain 61,287,730 shares (15.19%) [9][13]. Group 2: Voting Rights and Control - SwanCor and Strategic will irrevocably relinquish their voting rights for all shares held in the company [11][13]. - The actual control of Shangwei New Materials will shift from SwanCor to Zhiyuan Hengyue, with Mr. Deng Taihua becoming the new actual controller [13][22]. Group 3: Purpose of the Equity Change - The equity change aims to support the long-term development of the company by integrating resources and enhancing management and operational efficiency [8][22]. - The new controller is expected to leverage technological innovation to overcome industry challenges and promote sustainable growth [8][22]. Group 4: Future Plans - SwanCor and Strategic have committed not to increase or decrease their shareholding in the company within the next 12 months, except for the agreed transfers [9][22]. - The report indicates that any future changes will comply with relevant laws and regulations [9][22]. Group 5: Financial Commitments - The share transfer agreements include performance commitments, with specific profit targets set for the years 2025 to 2027 [22]. - If the company fails to meet these targets, the transferring parties will be liable for compensation [22].
安奈儿: 简式权益变动报告书(曹璋、王建青)
Zheng Quan Zhi Xing· 2025-06-12 12:53
Core Points - The report outlines a significant equity change involving Shenzhen Annai Co., Ltd, where the controlling shareholders, Cao Zhang and Wang Jianqing, plan to transfer a total of 27,764,410 shares, representing 13.03% of the company's total equity, to Shenzhen Xinchengyuan Investment Partnership [1][3][25] - The transfer price is set at 15.21 RMB per share, totaling approximately 422.3 million RMB [7][25] - Following the transfer, the new controlling shareholder will be Shenzhen Xinchengyuan, with Huang Tao as the actual controller, marking a change in the company's governance structure [25][26] Group 1: Shareholder Information - The information disclosure obligors are Cao Zhang and Wang Jianqing, who are husband and wife and constitute a concerted action relationship [4][5] - Before the transfer, Cao Zhang held 40,749,892 shares (19.13%) and Wang Jianqing held 17,576,937 shares (8.25%), totaling 58,326,829 shares (27.38%) [6][7] - After the transfer, Cao Zhang will hold 30,562,419 shares (14.35%) and Wang Jianqing will no longer hold any shares [7][8] Group 2: Purpose and Future Plans - The purpose of this equity change is to facilitate the sustainable development of the company by transferring control [5] - There are currently no plans for the information disclosure obligors to increase or decrease their shareholdings in the next 12 months, pending compliance with relevant laws and regulations [5][25] Group 3: Transfer Process and Compliance - The share transfer requires due diligence by Shenzhen Xinchengyuan and must be submitted for compliance review by the Shenzhen Stock Exchange [2][24] - The report confirms that the transfer does not negatively impact the company's operations or the interests of minority shareholders [25][26] Group 4: Legal and Regulatory Compliance - The report is prepared in accordance with the Company Law and Securities Law of the People's Republic of China, ensuring all necessary authorizations and approvals are obtained [1][2] - The information disclosure obligors affirm that the report contains no false records, misleading statements, or significant omissions, and they bear legal responsibility for its accuracy [2][27]
安奈儿: 关于控股股东、实际控制人签署《股份转让协议》《表决权放弃协议》暨公司控制权拟发生变更的提示性公告
Zheng Quan Zhi Xing· 2025-06-09 15:12
Core Viewpoint - The announcement details a significant change in the control of Shenzhen Anner Co., Ltd, with New Chuangyuan becoming the controlling shareholder and Huang Tao as the actual controller, following the signing of share transfer and voting rights waiver agreements by the current major shareholders [1][3][23]. Summary by Sections Share Transfer Details - The share transfer involves the transfer of 27,764,410 shares from major shareholders Cao Zhang and Wang Jianqing to New Chuangyuan, representing 13.03% of the total share capital, at a price of 15.21 RMB per share, totaling approximately 422.30 million RMB [2][23]. - Cao Zhang will waive voting rights for 30,562,419 shares, which is 14.35% of the total share capital, for the duration until he no longer holds any remaining shares [2][19]. Changes in Shareholding Structure - Post-transfer, the shareholding structure will change significantly, with New Chuangyuan holding 13.03% of the shares, while Cao Zhang and Wang Jianqing will see their holdings reduced [2][3]. - The new shareholding structure indicates that New Chuangyuan will become the largest shareholder, and Huang Tao will assume the role of the actual controller [3][23]. Impact on Company Operations - The company asserts that this change in control will not adversely affect its normal operations or the interests of minority shareholders [23]. - New Chuangyuan currently has no plans to inject assets into the company following the transfer [1][23]. Compliance and Regulatory Requirements - The share transfer is subject to due diligence and compliance review by the Shenzhen Stock Exchange, and the completion of the transfer is contingent upon these regulatory approvals [1][24]. - The announcement emphasizes the need for ongoing compliance with relevant laws and regulations throughout the transaction process [24][25]. Future Governance Arrangements - The agreements include provisions for governance arrangements, ensuring that the new controlling entity will not seek to exert control over the company without proper consent [9][20]. - The parties involved have committed to maintaining stability in the company's management and operations during the transition period [10][23].