Announcement on the Change of Actual Controller of the Company
Northeast Electric Development Co., Ltd. (hereinafter referred to as "Northeast Electric," "the listed company," or "the company") and all members of the Board of Directors guarantee that the content of this announcement is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
Important Notice:
- Reason for the Change in Equity: The controlling shareholder of Northeast Electric, Beijing Haihongyuan Investment Management Co., Ltd. (hereinafter referred to as "Beijing Haihongyuan"), is executing the "Restructuring Plan of HNA Group Co., Ltd. and 321 Other Companies" (hereinafter referred to as "the Restructuring Plan").
- Situation of the Change in Equity: The controlling shareholder of Northeast Electric remains unchanged, still being Beijing Haihongyuan, while the actual controller has changed from the Hainan Charity Foundation to no actual controller.
Background of the Change in Control
The process of the restructuring procedure of the controlling shareholder, Beijing Haihongyuan, is detailed in the company's announcements disclosed on March 15, 2021 (Announcement No. 2021-011), October 24, 2021 (Announcement No. 2021-063), October 31, 2021 (Announcement No. 2021-068), and April 24, 2022 (Announcement No. 2022-020). On April 24, 2022, the company's indirect controlling shareholder, HNA Group Co., Ltd. (hereinafter referred to as "HNA Group"), received a "Civil Ruling" from the Hainan Provincial High People's Court, confirming that HNA Group and 321 other companies have completed the execution of the Restructuring Plan, which is a final ruling.
Basic Situation of the Change in Control
According to the Restructuring Plan, HNA Group and 321 companies adjusted their equity structure to the structure specified in the Restructuring Plan, resulting in a change in the actual controller of the company (hereinafter referred to as "this change").
- No Change in the Company's Controlling Shareholder: After this change is completed, Beijing Haihongyuan still holds 81,494,850 A-shares of the company, accounting for 9.33%, remaining the largest shareholder of the company. The voting rights of the shares held are sufficient to significantly influence the resolutions of the company's shareholders' meeting; therefore, Beijing Haihongyuan remains the controlling shareholder of the company. The shareholding situation of the controlling shareholder before and after this change is as follows:
| Shareholder Name | Before Change (Shares) | Before Change (%) | After Change (Shares) | After Change (%) |
|---|---|---|---|---|
| Beijing Haihongyuan | 81,494,850 | 9.33% | 81,494,850 | 9.33% |
- Change in the Company's Actual Controller: Before this change, the actual controller of the company was the Hainan Charity Foundation. The equity and control relationship between the company and the Hainan Charity Foundation is as follows: