Shangwei New Materials (688585.SH): Deng Taihua will become the actual controller of the company

Zhitong Finance App News, Shangwei New Materials (688585.SH) announced that SWANCORIND.CO., the company's controlling shareholder , LTD. (Samoa) (“SWANCOR Samoa” for short), Shanghai Zhiyuan Hengyue Technology Partnership (Limited Partnership) (“Zhiyuan Hengyue”), StrategicCapitalHolding Limited (Samoa) (“STRATEGIC Samoa”), and Shangwei International Investment Holding Co., Ltd. (“Shangwei Investment Control”), an indirect controlling shareholder of a listed company, jointly signed the “Share Transfer Agreement on Shangwei New Material Technology Co., Ltd.”. Zhiyuan Hengyue intends to transfer to Shangwei through an agreement transfer SWANCOR Samoa, a wholly-owned subsidiary of investment control, holds 101 million shares of listed companies that are tradable under unlimited conditions of sale and all corresponding shareholders' rights and interests, accounting for 24.99% of the total number of shares of listed companies. On the same day, SWANCOR Samoa and Shanghai Zhiyuan Innovation Technology Equipment Partnership (Limited Partnership) (“Zhiyuan Innovation Partnership”) signed the “Share Transfer Agreement II”. Zhiyuan Xinchuang Partnership plans to transfer 2.409 million shares of listed companies held by SWANCOR Samoa and all shareholders' rights and rights corresponding to them under unlimited sales conditions through an agreement transfer, accounting for 0.60% of the total shares of the listed company. On the same day, Goldwind Investment Holdings Co., Ltd. (“Goldwind Investment and Control” for short) and Zhiyuan Xinchuang Partnership signed the “Share Transfer Agreement III”. Zhiyuan Xinchuang Partnership plans to transfer 177.673 million tradable shares of listed companies held by Goldwind Investment Holdings and all corresponding shareholders' rights and interests through an agreement transfer, accounting for 4.40% of the total number of shares of the listed company.

SWANCOR Samoa and STRATEGIC Samoa irrevocably promise that after the transfer of the subject shares agreed in the “Share Transfer Agreement 1” is completed, SWANCOR Samoa, STRATEGIC Samoa and their co-actors or related parties (including but not limited to SWINHOKA INVESTMENT LIMITED and Funing County Shangpin Management Consulting Service Co., Ltd.) shall relinquish the voting rights of all of their listed company shares, and waive the exercise described above except in the circumstances where voting rights are restored as agreed in the “Share Transfer Agreement 1” Voting rights have never been restored.

Based on this transfer agreement, Zhiyuan Hengyue plans to further increase its shares in listed companies through partial offers. The number of shares to be purchased is 149 million shares (37.00% of the total share capital of the listed company). At the same time, according to the relevant agreement in the “Share Transfer Agreement 1”, SWANCOR Samoa, STRATEGIC Samoa, and Shangwei Investment Control irrevocably promised that SWANCOR Samoa will effectively pre-accept the offer with 136 million unrestricted shares of listed companies (accounting for 33.63% of the total number of shares of the listed company); SWANCOR Samoa cannot withdraw or change its pre-offer without the written consent of the offender Zhiyuan Hengyue. From the date the agreement is signed until the transfer registration is completed with Zhongdeng Company, SWANCOR Samoa shall not transfer, pledge, delegate voting rights or dispose of its listed company shares in any other way, and shall not carry out or cooperate with a third party to carry out any act or arrangement affecting the implementation of this offer.

After the equity change, Zhiyuan Hengyue and Zhiyuan Xinchuang Partnership will collectively own 29.99% of the listed company's shares and corresponding voting rights. The controlling shareholder of the listed company will be changed from SWANCOR Samoa to Zhiyuan Hengyue, and Mr. Tang Taihua will become the actual controller of the listed company.