Core Viewpoint - Nanjing Sanchao New Materials Co., Ltd. plans to issue A-shares to a specific entity, Wuxi Boda He Yi Technology Co., Ltd., which will acquire control of the company through a share transfer agreement [1][2]. Group 1: Equity Change Overview - The share transfer involves Wuxi Boda He Yi acquiring a total of 18,985,384 shares from existing shareholders, resulting in a change of controlling shareholder to Boda He Yi and actual controller to Liu Jingqi [2]. - After the completion of the share issuance, Boda He Yi's shareholding will increase from 16.62% to 24.83% [2]. Group 2: Subscription Object Information - Wuxi Boda He Yi Technology Co., Ltd. is the subscription entity, registered in Wuxi with a legal representative named Liu Jingqi [2]. - The company engages in technology services, development, consulting, and investment activities [2]. Group 3: Business and Financial Overview of Boda He Yi - Boda He Yi operates as a holding platform, primarily through its subsidiary Boda New Energy, which specializes in photovoltaic components [3]. - As of June 30, 2025, Boda He Yi reported total assets of 344.92 million yuan and net assets of 166.44 million yuan, with a debt-to-asset ratio of 51.74% [4]. - The company generated operating revenue of 184.32 million yuan and a net profit of 40.02 million yuan for the first half of 2025, reflecting a net asset return rate of 24.05% [4].

Core Points - The controlling shareholder and actual controller of Nanjing Sanchao New Materials Co., Ltd. will change as a result of a share transfer agreement with Wuxi Boda He Yi Technology Co., Ltd. [1][4] - The first phase of the share transfer involves the transfer of 10,250,000 shares at a price of 24.52 yuan per share, representing 8.97% of the total shares of the listed company [2][5] - After the completion of the first phase, the controlling shareholder will be Boda He Yi, and the actual controller will be Mr. Liu Jingqi [4][5] Summary by Sections Share Transfer Agreement - The agreement stipulates that Boda He Yi will acquire a total of 18,985,384 shares from the current shareholders, Mr. Zou Yuyao and Mr. Liu Jianxun, in two phases [1][2] - The first phase includes the transfer of 10,250,000 shares, with Mr. Zou transferring 6,000,000 shares and Mr. Liu transferring 4,250,000 shares [2][3] - The second phase will involve the transfer of 8,735,384 shares, which must be completed by June 30, 2026 [5][15] Voting Rights - Mr. Zou Yuyao has agreed to relinquish his voting rights for the remaining shares he holds for a period of 60 months after the first phase completion [3][4] - After the first phase, Mr. Zou's voting rights will be reduced to 30.59%, while Mr. Liu's will drop to 4.99% [3][6] Financial Details - The total consideration for the first phase of the share transfer is approximately 251.33 million yuan, with payments structured in stages [16][17] - The second phase's transfer price will not be lower than the minimum trading price on the day of the agreement signing [16][18] Company Background - Boda He Yi is a newly established company with a registered capital of 50 million yuan, primarily engaged in technology services and investment activities [10][11] - The company aims to enhance the operational and management capabilities of Sanchao New Materials, leveraging its expertise in the photovoltaic industry [9][11]

Core Viewpoint - The report outlines the equity change of Nanjing Sanchao New Materials Co., Ltd., detailing the acquisition of shares by Wuxi Boda He Yi Technology Co., Ltd. and the associated agreements for share transfer and voting rights relinquishment [1][2][11]. Group 1: Equity Change Details - Wuxi Boda He Yi Technology Co., Ltd. plans to acquire a total of 18,985,384 shares from existing shareholders, with the first phase involving 10,250,000 shares at a price of 24.52 CNY per share [13][15]. - The first phase of the share transfer will result in Wuxi Boda He Yi holding approximately 8.97% of the total shares, while the second phase will further increase this stake [15][17]. - The voting rights of the transferring shareholders, Zou Yuyiao and Liu Jianxun, will be relinquished for a specified period, with conditions for restoration based on share ownership changes [14][15]. Group 2: Company and Shareholder Information - Wuxi Boda He Yi Technology Co., Ltd. was established on March 21, 2023, with a registered capital of 50 million CNY, and is controlled by Liu Jingqi, who holds 95% of the shares [5][6]. - The company operates in technology services and investment activities, focusing on solar energy and related technologies through its subsidiaries [6][8]. - The financial performance of Wuxi Boda He Yi shows total assets of approximately 344.92 million CNY and net assets of about 166.44 million CNY as of mid-2023 [9]. Group 3: Future Plans and Compliance - The equity change aims to enhance the operational and management capabilities of Nanjing Sanchao New Materials, with a focus on optimizing business structure and supporting long-term growth [11]. - The report indicates that the equity change is subject to several regulatory approvals, including shareholder meetings and compliance checks by the Shenzhen Stock Exchange [2][12]. - Wuxi Boda He Yi has committed to not seeking control of the company through additional share purchases for a specified period following the first phase of the transfer [14][15].