Gelonghui November 5 | Fengxing Co., Ltd. (002760.SZ) announced that on November 2, 2023, the company received a notice from the company's controlling shareholder Taihao Group Co., Ltd. (hereinafter referred to as “Taihao Group”) and its co-actors, Jiangxi Taihao Technology Development Co., Ltd. (hereinafter referred to as “Party A” or “transferor”), Qinghai West Indium Industry Co., Ltd. (hereinafter referred to as “Western Indium Industry” or “Party B” or “Transferee”). Party A and Party B signed a “Share Transfer Agreement”. Audit by the Bureau of Science and Industry and the Shenzhen Stock Exchange After passing this agreement transfer, the Western Indium Industry will transfer 25,142,857 unrestricted tradable shares of the company transferred by Taihao Group through an agreement transfer method (hereinafter referred to as the “target shares”), accounting for 23.28% of the company's current total share capital. The total transfer price is RMB 653.84 million (capital: RMB 100 million, 500 million yuan). The transfer price per share of the underlying shares is not lower than 90% of the closing price of the secondary market of shares on the trading day before the agreement was signed, in line with the China Securities Regulatory Commission and Shenzhen Securities Regulatory Commission. Relevant regulations on exchanges, etc.
At the same time, in order to ensure that the western indium industry obtains control of listed companies and guarantees the stability of such control, Taihao Group and Huang Daifang made a commitment not to seek control over listed companies. The details are as follows:
1. Taihao Group/Huang Daifang fully recognizes and respects Xu Maohua's status as the new actual controller of a listed company. Taihao Group will not, alone or through others, raise any kind of objection or adversely affect Xu Maohua's position as the new actual controller of a listed company.
2. Taihao Group/Huang Daifang and its co-actors promise not to directly or indirectly increase the shares of the listed company in any form, nor will they become the actual controller of the listed company or seek control or assistance over the listed company by any means such as increasing the shares of the listed company or actually forming a concerted action agreement or other arrangement with any other third party to seek control of the listed company, and seek control or assistance with any other third party to seek control of the listed company.
From the date of issuance, this commitment continues to be effective as Xu Maohua as the new actual controller of the listed company. After this equity change is completed, the controlling shareholder of the listed company will change from Taihao Group to Western Indium, and the actual controller will change from Huang Daifang to Xu Maohua. There is no relationship between the parties involved in this equity change.