Stock Code: 002160 Stock Abbreviation: Changlu Shares Announcement No.: 2026-035
Jiangsu Changlu Aluminum Industry Group Co., Ltd. Indicative Announcement Regarding the Controlling Shareholder's Signing of a Share Transfer Agreement and the Proposed Change of Company Control
Special Notice:
- Qilu Caijin Investment Group Co., Ltd. (hereinafter "Qilu Caijin"), the controlling shareholder of Jiangsu Changlu Aluminum Industry Group Co., Ltd. (hereinafter "the Company", "the Listed Company" or "Changlu Shares"), signed a "Share Transfer Agreement" with Shandong Jinxin Industry Development Co., Ltd. (hereinafter "Jinxin Industry Development") on June 15, 2026. Qilu Caijin intends to transfer 231,110,118 shares of the Company, representing 22.38% of the total share capital, via a negotiated transfer.
- Upon completion of this share transfer, the Company's controlling shareholder will change from Qilu Caijin to Jinxin Industry Development, and the actual controller will change from the State-owned Assets Supervision and Administration Commission of Jinan Municipal People's Government to the Jinan New and Old Kinetic Energy Conversion Pilot Zone Management Committee.
- This change in equity is subject to the parties strictly fulfilling their obligations under the agreement, obtaining compliance confirmation from the Shenzhen Stock Exchange, completing share transfer registration procedures with the China Securities Depository and Clearing Corporation Shenzhen Branch, and obtaining other necessary approvals or consents required by laws and regulations. There remains significant uncertainty regarding the final completion of this transaction; investors are advised to exercise caution.
- This share transfer does not trigger a tender offer, does not constitute a related-party transaction, will not adversely affect the Company's normal production and operations, and does not involve any harm to the interests of the Company or its minority shareholders.
I. Overview of the Negotiated Transfer
- On June 15, 2026, the Company's controlling shareholder, Qilu Caijin, signed a "Share Transfer Agreement" with Jinxin Industry Development. According to the agreement, Qilu Caijin intends to transfer 231,110,118 shares (representing 22.38% of the total share capital) to Jinxin Industry Development via a non-public negotiated transfer at a price of RMB 5.79 per share, for a total consideration of RMB 1,338,127,583.22. Among the shares to be transferred, 231,110,118 shares are subject to restrictions, including 76,709,334 shares under judicial freeze and 154,400,784 shares under pledge. (This matter is hereinafter referred to as the "Negotiated Transfer" or "the Transaction".)
Upon completion of the Negotiated Transfer, the controlling shareholder of the Company will change from Qilu Caijin Investment Group Co., Ltd. to Shandong Jinxin Industry Development Co., Ltd., and the actual controller will change from the State-owned Assets Supervision and Administration Commission of Jinan Municipal People's Government to the Jinan New and Old Kinetic Energy Conversion Pilot Zone Management Committee.
The shareholding status of relevant shareholders before and after the Negotiated Transfer is as follows:
| Shareholder Name | Before Transfer (Shares) | Before Transfer (%) | After Transfer (Shares) | After Transfer (%) |
|---|---|---|---|---|
| Qilu Caijin Investment Group Co., Ltd. | 308,801,569 | 29.90 | 77,691,451 | 7.52 |
| Shandong Jinxin Industry Development Co., Ltd. | - | - | 231,110,118 | 22.38 |
As of the date of this announcement, the pledge and freeze status of the shares to be transferred is as follows:
| Shareholder Name | Shareholder Nature | Shareholding Ratio (%) | Total Shares (Shares) | Shares to be Transferred (Shares) | Pledge/Freeze Status | Quantity (Shares) |
|---|---|---|---|---|---|---|
| Qilu Caijin Investment Group Co., Ltd. | State-owned Legal Person | 29.90 | 308,801,569 | 231,110,118 | Pledge | 154,400,784 |
| Freeze | 76,709,334 |