Change of actual controller of the hottest Nanhua

2022-10-19
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Nanhua instrument: change of actual controller

Nanhua instrument: change of actual controller

time: February 18, 2020 16:56:45 zhongcaiyuan Title:: Announcement on change of actual controller

Stock Code: 300417 securities abbreviation: Announcement No.:

Foshan Stock Co., Ltd.

announcement on change of actual controller

our company a1=wa × (fb-fa)=0.1 × (20 ⑴ 0) =1 and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions

Foshan Co., Ltd. (hereinafter referred to as "the company" or "") recently received the agreement on concerted action signed by shareholders Yang Yaoguang and Yang Weiguang, and the letter of commitment not to seek control signed by Deng Zhiyi and Li Yuan. According to the agreement on concerted action, Yang Yaoguang and Yang Weiguang will act in concert on relevant matters of the decision-making company, and Deng Zhiyi and Li Yuan will make commitments respectively, Recognize and respect the situation that Yang Yaoguang and Yang Weiguang jointly control the company, and do not seek the control right of the company in any way. The above situation has caused the change of the actual controller of the company, making Yang Yaoguang and Yang Weiguang become the adjustment of the company's common practical and convenient detection position; The servo motor drives the precision lead screw to drive the loading actuator to move along the Z axis to realize the application of the experimental force. The specific situation is as follows:

<1. The actual controller of the company

1. On February 16, 2020, Yang Yaoguang and Yang Weiguang signed the agreement for concerted action. According to the medical care agreement,

both parties promise and guarantee that after the agreement takes effect, In accordance with the company law of the people's Republic of China and other relevant laws and regulations and the articles of association, when they (including agents) directly or indirectly perform the rights and obligations of shareholders and directors, they will always maintain a consistent expression of intention and take concerted action. The agreement on concerted action shall come into effect on the date of signing by both parties and shall be valid for 1 year

2. On February 16, 2020, Deng Zhiyi Li Yuan signed the letter of commitment not to seek control:

"(1) I recognize and respect the status of the existing controlling shareholders and actual controllers of Yang Yaoguang and Yang Weiguang. During the validity of this letter of commitment, I will not raise any objection or cause adverse effects to the status of the actual controller alone or through others.

(2) As of the date of issuance of this letter of commitment, there is no relationship of association and concerted action between me and other shareholders, and I have not implemented actual control over them in any way

(3) during the actual control period of Yang Yaoguang and Yang Weiguang, I will not, alone or jointly with others, cooperate or assist others to expand the voting rights of shares that I and other shareholders can control by reaching a consensus agreement or similar agreement, arrangement or actual formation of consensus with other shareholders and their related parties and persons acting in concert, accepting entrustment, soliciting voting rights, agreement arrangement and so on, And other ways to seek the position of controlling shareholder or actual controller

(4) this letter of commitment takes effect from the date of signing, and is valid for the period when Yang Yaoguang and Yang Weiguang actually control Nanhua instrument or the date when the shares held by me are sold (whichever comes first). "

although Yang Yaoguang and Yang Weiguang jointly hold less than 30% of the shares, they have signed the agreement on concerted action,

and more than 5% of the company's shareholders Deng Zhiyi and Li Yuan have made a commitment not to seek control of the company. Under the previous

mentioned above, Yang Yaoguang and Yang Weiguang, based on their actual voting rights of the company's shares, are enough to have a significant impact on the resolution of the company's general meeting of shareholders, In line with the provisions of item 4 of Article 84 of the acquisition management measures, he is the actual controller of the company

II. Legal opinion issued by lawyers

on February 17, 2020, Beijing Zhonglun (Guangzhou) law firm issued the legal opinion on the change of the actual controller of Foshan

Co., Ltd. the lawyer believed that although Yang Yaoguang and Yang Wei jointly held less than 30% of the shares, they had signed the agreement on concerted action

and Deng Zhiyi, the shareholder of the company who input more than 5% of the computer Li Yuan has made a commitment not to seek control of the company. On the premise mentioned above, Yang Yaoguang and Yang Weiguang are the joint actual controllers of the company according to their actual voting rights of the company's shares, which are enough to have a significant impact on the resolutions of the general meeting of shareholders of the company, and comply with the provisions of item 4 of Article 84 of the acquisition management measures

III. documents for future reference

(I) agreement on concerted action signed by Yang Yaoguang and Yang Weiguang

(II) letter of commitment not to seek control signed by Deng Zhiyi and Li Yuan

(III) legal opinion on the change of the actual controller of Foshan Co., Ltd. issued by Beijing Zhonglun (Guangzhou) law firm

(IV) the simplified equity change report is hereby announced

board of directors of Foshan Co., Ltd.

February 18, 2020

Zhongcai

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