China Holdings (603903.SH): Core Changzheng will become the company's controlling shareholder

Zhitong Finance App News, China Holdings (603903.SH) issued an announcement. The company received a letter from Changjiang Ecological Environmental Protection Group Co., Ltd. (hereinafter referred to as “Changjiang Environmental Protection Group”), a shareholder holding 5% or more of the shares. After public collection, expert review, and internal decisions of the Changjiang Environmental Protection Group, it has now been determined that Jiangsu Xinchangzheng Microelectronics Group Co., Ltd. (hereinafter referred to as “Xinchangzheng”) is the transferee of this public solicitation and transfer.

Changjiang Environmental Protection Group signed a conditionally effective “Share Transfer Agreement” with Xinchangzheng on January 5, 2026. Changjiang Environmental Protection Group plans to transfer 63.13 million shares of its shares in circulation with unlimited conditions of sale (accounting for 24.73% of the company's total share capital, hereinafter referred to as the “subject shares”) to Xinchangzheng. The transfer price is RMB 9.20 yuan/share, and the total share transfer price is 581 million yuan.

In order to guarantee the stability of the company's operations and decisions, and consolidate the foundation of Xinlong Zheng's control over the company after this share transfer, the company's shareholders holding 5% or more of the shares, Zhongzheng (Beijing) Environmental Protection Development Co., Ltd. (hereinafter referred to as “China Environmental Protection”) promised to irrevocably relinquish their voting rights corresponding to 15.22,800 shares (5.96% of the company's total shares). At the same time, China Holding Environmental Protection and its controlling shareholder Xu Guodong issued the “Commitment Not to Seek Control of Listed Companies”, which clearly does not seek control of listed companies.

After the share transfer is completed, Changjiang Environmental Protection Group will no longer hold the company's shares. Xinchangzheng will directly hold 24.73% of the company's shares and is the largest shareholder of the listed company. Combined with the “Share Transfer Agreement”, environmental protection among shareholders of listed companies, promises issued by Xu Guodong, and related arrangements, Xinchangzheng will become the controlling shareholder of the listed company, and Mr. Zhu Yangjun will become the actual controller of the listed company.