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新奥股份: 新奥股份关于非公开发行限售股上市流通公告
Zheng Quan Zhi Xing· 2025-08-12 10:16
Core Viewpoint - The announcement details the upcoming public listing of 252,808,988 shares from a non-public offering by Xin'ao Natural Gas Co., Ltd., which will be available for trading starting August 18, 2025 [1][4]. Summary by Sections 1. Type of Restricted Shares Listing - The shares being listed are from a non-public issuance aimed at purchasing assets, specifically 90% of the equity in Xin'ao (Zhoushan) Liquefied Natural Gas Co., Ltd. [1][2]. - The shares were issued to Xin'ao Technology Development Co., Ltd. for 45% of the equity, while cash payments were made to Xin'ao Technology, Xin'ao Group, and Xin'ao Holdings for the remaining 25%, 15%, and 5% respectively [1]. 2. Approval and Registration - The China Securities Regulatory Commission approved the issuance on July 29, 2022, allowing the company to issue shares to Xin'ao Technology for asset acquisition [2]. - The new shares were registered on August 16, 2022, and are subject to a 36-month lock-up period [2][3]. 3. Changes in Share Capital - The total number of restricted shares is 252,808,988, and there have been no changes in this number due to stock dividends or capital increases since their formation [3]. 4. Commitments Related to Restricted Shares - Xin'ao Technology has committed to not transferring the shares obtained from this transaction for 36 months post-issuance, with specific conditions for extending this lock-up period if stock prices fall below the issuance price [3][4]. 5. Current Status of Commitments - As of the announcement date, Xin'ao Technology has adhered to its commitments, ensuring no issues affecting the listing of the restricted shares [4]. 6. Financial Advisor's Review - Independent financial advisors confirmed that the release of restricted shares complies with relevant laws and regulations, and there are no objections to the listing of these shares [4][6]. 7. Listing Details - The total number of shares to be listed is 252,808,988, with the listing date set for August 18, 2025 [4][5]. 8. Share Capital Structure Changes - The share capital structure will reflect a decrease in restricted shares from 276,529,005 to 23,720,017, while unrestricted shares will increase from 2,820,558,602 to 3,073,367,590, maintaining a total of 3,097,087,607 shares [5]. 9. Future Plans - The company plans to privatize Xin'ao Energy Holdings Limited and subsequently list it on the Hong Kong Stock Exchange to enhance market competitiveness [5][6].