On the evening of September 10, Jiangsu Wuyang Automation Control Technology Co.,Ltd. (300420) announced that the company's controlling shareholders and actual controllers Hou Youfu and Cai Min plan to transfer 15% of the company's shares to Shenzhen Gaowu Zhuoyue Intelligent Technology Partnership (Limited Partnership) (hereinafter referred to as "Gaowu Zhuoyue"). Upon completion of the transaction, the company's controlling shareholder and actual controller will change.
According to the announcement, Hou Youfu and Cai Min formally signed the "Control Transfer Agreement for Jiangsu Wuyang Automation Control Technology Co.,Ltd." with Gaowu Zhuoyue on September 10, planning to transfer their combined 15% stake in Jiangsu Wuyang Automation Control Technology Co.,Ltd. Specifically, Hou Youfu will transfer 8.44% of the total share capital, while Cai Min will transfer 6.56%. The total transaction value amounts to 675 million yuan, with a transfer price of approximately 4.03 yuan per share.
After the equity change, Gaowu Zhuoyue will hold a 15% stake. Upon completion of the transaction, the controlling shareholder of Jiangsu Wuyang Automation Control Technology Co.,Ltd. will change from Hou Youfu and Cai Min to Gaowu Zhuoyue, and the actual controller will change to Yao Xiaochun, the executive partner of Gaowu Zhuoyue.
The acquirer Gaowu Zhuoyue was established on August 9, 2024, with registered capital of 552 million yuan and registered address in Nanshan District, Shenzhen. Its business scope covers intelligent robot research and development, automotive parts research and manufacturing, industrial control computer and system manufacturing, among other fields.
Regarding funding, Gaowu Zhuoyue has received 337.5 million yuan in investment from Guangdong Zhongtai Industrial Technology Co., Ltd., and has previously obtained bank project acquisition loan intent letters with financing not exceeding 60% of the transaction consideration. Its acquisition funds come from self-owned or self-raised capital, without any circumstances prohibited under the "Listed Company Acquisition Management Measures," and it is not a dishonest judgment debtor.
Yao Xiaochun serves as the executive partner of Zhongtai Industrial. The equity structure shows Yao Xiaochun contributing 2 million yuan (0.3623%) and Zhongtai Industrial contributing 550 million yuan (99.6377%). Yao Xiaochun is simultaneously the controlling shareholder and actual controller of Zhongtai Industrial, currently controlling 10 companies including Zhongtai Industrial. Zhongtai Industrial's main business involves research, development, production and sales of automotive parts and automotive stamping molds, while the other 9 companies are mostly employee shareholding platforms of Zhongtai Industrial.
After the transfer of target shares, Jiangsu Wuyang Automation Control Technology Co.,Ltd. will initiate board reorganization. The restructured board will consist of 9 directors, including 6 non-independent directors (with Gaowu Zhuoyue nominating at least 4) and 3 independent directors (all nominated by Gaowu Zhuoyue). The chairman will be a director nominated by Gaowu Zhuoyue, and all shareholder-nominated positions on the audit committee will be filled by Gaowu Zhuoyue nominees. Additionally, Gaowu Zhuoyue commits not to transfer its shares in Jiangsu Wuyang Automation Control Technology Co.,Ltd. within 18 months after completion of the acquisition.
Regarding the purpose of this equity change, Gaowu Zhuoyue stated that based on recognition of Jiangsu Wuyang Automation Control Technology Co.,Ltd.'s intrinsic value, it hopes to leverage its own advantages to empower the company's business development by gaining control, enhance profitability and risk resistance capabilities, and create better returns for all shareholders. As of the announcement signing date, Gaowu Zhuoyue has no definitive plans to change the company's main business, conduct major asset restructuring, or adjust employee hiring plans and dividend policies within the next 12 months.
Hou Youfu and Cai Min stated that this reduction is mainly due to their own capital needs and capital planning. They do not rule out the possibility of further increasing or decreasing their stakes in Jiangsu Wuyang Automation Control Technology Co.,Ltd. within the next 12 months. Should any related equity changes occur, they will fulfill information disclosure obligations as required.
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