On the evening of May 17, Jinhai High-Tech (SH603311), a leading manufacturer of core components for the air purification industry, announced a plan for a change in control.According to the company’s announcement, the controlling shareholder, Huitou Holding Group Co., Ltd., and its concert party, Zhejiang Zhuji Sansan Investment Co., Ltd., signed a “Share Transfer Agreement” on May 15 with Jin Danliang and Chen Yongcong. They intend to transfer a total of 69.8216 million shares of the company, representing 29.60% of the total share capital, through a negotiated transfer, with the total transaction consideration amounting to approximately 1.452 billion yuan.
According to the announcement, the share transfer price is 20.79 yuan per share. Upon completion of the transaction, Jin Danliang and Chen Yongcong, acting as parties acting in concert, will collectively hold 29.60% of the shares in Jinhai High-Tech, with Jin Danliang intending to hold 24.60% and Chen Yongcong intending to hold 5.00%.At that time, Jin Danliang will become the controlling shareholder and actual controller of the listed company, with Chen Yongcong acting as his concert party; the shareholding ratio of the original controlling shareholder, Huitou Holdings, will be reduced to 14.90%, and Zhuji Sansan will no longer hold any shares. This also means that the actual controller of Jinhai High-Tech will change from Ding Hongguang and Ding Meiying to Jin Danliang.
In terms of payment arrangements, the transaction consideration will be paid in three installments: 20% within 10 business days after the agreement takes effect; 30% within 5 business days after the pledged shares are released and the Shanghai Stock Exchange issues a confirmation of compliance with the agreement transfer; and the remaining 50% within 5 business days after the share transfer registration is completed.As of the date of this announcement, 38 million shares held by Huitou Holdings are subject to a pledge, representing 16.11% of the Company’s total issued share capital and 40.24% of Huitou Holdings’ total shareholding. The release of the pledge must be processed in accordance with the terms of the agreement.
In response to market concerns regarding expectations of a “backdoor listing via game assets,” the acquirer and the listed company have made several binding commitments in their announcement. The acquirer has committed that, for 36 months from the date of acquiring control of Jinhai High-Tech, it will not pledge the listed company’s shares in any manner; for 36 months, it will not inject into Jinhai High-Tech any assets or businesses belonging to the acquirer, its concert parties, or related parties, and in particular, will not inject any game-related businesses, assets, or entities previously operated into the listed company;For 12 months, the acquirer will maintain the listed company’s original core business operations unchanged and will not sell, merge, or form joint ventures or partnerships involving the assets and businesses of the company or its subsidiaries, nor will it arrange for the purchase or swap of assets. At the same time, the listed company has also committed that, following the change in control, it will not engage in any gaming-related business operations or acquire any gaming-related assets, and this commitment remains in effect indefinitely; furthermore, it will not purchase any equity-based assets for 12 months following the change in control and will not carry out any major asset reorganizations for 36 months.
With regard to governance arrangements, following the completion of the transfer registration, the transferee will appoint four non-independent directors, while the transferor will retain two non-independent director seats; the three independent directors will remain unchanged. Pursuant to the agreement to act in concert signed by both parties, if Jin Danliang and Chen Yongcong are unable to reach an agreement on relevant matters, Jin Danliang’s opinion shall prevail, which further clarifies Jin Danliang’s controlling position following the completion of the transaction.
According to public records, Jin Danliang currently serves as a director of Zhejiang Yuchuang Century Technology Co., Ltd., a company listed on the National Equities Exchange and Quotations (NEEQ), and directly holds an 80% stake in Yuchuang Century; Yuchuang Century’s core business is the development and distribution of video games. Chen Yongcong previously served as a director and general manager of Kaiying Network and currently serves as vice president of business operations at Century Huatong. Given the transferee’s strong background in the gaming industry, the market has been paying close attention to the direction of its future capital operations since the transaction was disclosed.
It is worth noting that Jinhai High-Tech had previously suspended trading due to plans for a change in control. The company’s shares were suspended at the market open on May 11 and resumed trading at the market open on May 18. According to public reports, the Shanghai Stock Exchange has issued a regulatory letter regarding this change in control, which involves the listed company, its directors, senior management, controlling shareholders, actual controllers, and relevant intermediaries.
In terms of operating fundamentals, Jinhai High-Tech reported revenue of 855 million yuan in 2025, an increase of 8.49% year-over-year; net profit attributable to shareholders of the listed company reached 78.4923 million yuan, up 20.69% year-over-year.As news of the change in control materializes, the market is focusing on why the Ding family chose this particular moment to relinquish control, while also observing whether the new actual controller can bring about governance improvements and resource synergies for this air filtration materials company without altering its core business.
However, there remains some uncertainty regarding this transaction. The announcement explicitly states that the transfer of the relevant shares is still subject to compliance review by the Shanghai Stock Exchange and requires the completion of share transfer registration procedures with China Securities Depository and Clearing Corporation Limited; therefore, whether the transaction can ultimately be successfully implemented and the timing of its completion remain to be seen.
Sources of Reference Information
- Jinhai High-Tech: “Notice Regarding the Controlling Shareholder’s Signing of the ‘Share Transfer Agreement’ and the Proposed Change in Control”
- Jinhai High-Tech’s “Detailed Report on Changes in Equity Interests” and Related Documents on Changes in Equity Interests
- Jinhai High-Tech 2025 Annual Report
- Public news reports (Daily Economic News, 21st Century Business Herald, etc.)
原创文章，作者：gallonwang，禁止转载：https://youxichaguan.com/en/archives/196519
