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*ST金比: 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· 2025-06-11 13:20
Core Viewpoint - The announcement details a significant change in control for Jinfa Labi Maternal and Child Products Co., Ltd, with Yuan Yi Cheng Wu becoming the controlling shareholder and Chen Keru as the actual controller, following the signing of a share transfer agreement and a voting rights waiver agreement [1][20]. Summary of Key Points 1. Basic Situation of the Equity Change - Lin Haoliang and Lin Ruowen plan to transfer a total of 47,085,325 shares, representing 13.30% of the company's total share capital, to Yuan Yi Cheng Wu at a price of 7.34 CNY per share, totaling approximately 345.61 million CNY [2][5]. - Following the transfer, Lin Haoliang and Lin Ruowen will waive their voting rights for the remaining shares they hold, which amounts to 20.48% and 19.47% of the total shares, respectively [2][18]. 2. Details of the Share Transfer Agreement - The first share transfer involves Lin Haoliang transferring 24,134,838 shares (6.82%) and Lin Ruowen transferring 22,950,487 shares (6.48%) [5][19]. - The agreement stipulates that if any dividends or capital increases occur before the transfer is completed, the share price and quantity will be adjusted accordingly, but the total transfer price remains unchanged [6][8]. 3. Governance Arrangements - After the completion of the first share transfer, Yuan Yi Cheng Wu will have the right to nominate four directors to the board, ensuring they hold a majority [11][12]. - The board will consist of seven members, with the new directors being a mix of independent and non-independent candidates [11][12]. 4. Impact of the Equity Change - The change in control is not expected to adversely affect the company's normal operations or harm the interests of minority shareholders [20]. - Yuan Yi Cheng Wu currently has no plans to inject assets into the company following the transfer [20]. 5. Compliance and Future Steps - The share transfer is subject to compliance review by the Shenzhen Stock Exchange and must be registered with the China Securities Depository and Clearing Corporation [20][21]. - The completion of the transaction is uncertain and may be subject to significant risks that could lead to its termination [20][21].
*ST金比: 股票交易异常波动公告
Zheng Quan Zhi Xing· 2025-06-04 12:35
Group 1 - The company's stock (referred to as *ST Jinbi, stock code: 002762) experienced an abnormal trading fluctuation, with a cumulative closing price increase exceeding 12% over three consecutive trading days (May 30, June 3, and June 4, 2025) [1] - The company conducted an internal investigation regarding the stock's abnormal fluctuation and confirmed that there are no undisclosed significant information affecting the stock price [1] - The board of directors acknowledged that the major shareholder is planning a change in control, and further details can be found in the company's announcement regarding the suspension of trading [1]
*ST金比: 关于召开2024年年度股东大会的提示性公告
Zheng Quan Zhi Xing· 2025-05-13 10:42
Meeting Overview - The company will hold the 2024 Annual General Meeting (AGM) on May 15, 2025, at 14:30 [1][2] - The meeting was approved by the board with a unanimous vote of 7 in favor, 0 against, and 0 abstentions [1] Voting Process - The AGM will utilize both on-site and online voting methods, with online voting available from 9:15 to 15:00 on the same day [2][5] - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system, but must choose one method for each voting right [2][5] Attendance - All shareholders registered with the China Securities Depository and Clearing Corporation Limited by May 9, 2025, are entitled to attend the AGM [2] - The meeting will also include company directors, supervisors, and senior management, as well as legal representatives from Beijing Zhonglun Law Firm [2] Agenda Items - The AGM will review various proposals, with specific voting results for minority investors to be reported separately [2][3] Registration Requirements - Corporate shareholders must provide specific documentation for registration, including a power of attorney if represented by an agent [3][4] - Individual shareholders must present their identification and shareholder account card for registration [4] Contact Information - The company has provided contact details for inquiries related to the AGM [4]