Shang Gong Group (600843.SH) announced that Puke Feiren is the company's largest shareholder, and Shanghai Puke is the controlling shareholder of Puke Feiren. Hong Tian Yuan Partnership holds 51% of the shares in Shanghai Puke, making it the controlling shareholder of Shanghai Puke. Shanghai Hongtianyuan Investment Management Co., Ltd. (hereinafter referred to as "Hongtianyuan Management") holds 16.4474% of the shares in Hong Tian Yuan Partnership and serves as the executive affairs partner; Shanghai Shen Hongyuan Enterprise Management Co., Ltd. (hereinafter referred to as "Shen Hongyuan Management") holds 11.0691% of the shares in Hong Tian Yuan Partnership and serves as the limited partner.
On November 28, 2024, Hongtianyuan Management, Guangzhou Xian Dao Lie Yu Technology Co., Ltd. (hereinafter referred to as "Xian Dao Lie Yu"), and Xian Dao Technology Group Co., Ltd. (hereinafter referred to as "Xian Dao Technology") signed the "Transfer Agreement of Ordinary Partner Property Shares about the Shanghai Hongtianyuan Management Consulting Enterprise (Limited Partnership)", Shen Hongyuan Management and 11 limited partners signed the "Property Share Transfer Agreement about the Shanghai Hongtianyuan Management Consulting Enterprise (Limited Partnership)" with Xian Dao Lie Yu, Hongtianyuan Management (executive affairs partner) and 11 limited partners including Shen Hongyuan Management transferred all their holdings in Hong Tian Yuan Partnership to Xian Dao Technology, Xian Dao Lie Yu. The total transaction amount for the transfer of all partners' property shares amounts to 2497.32 million yuan, including 354 million yuan for the transfer price of ordinary partner property shares, 75 million yuan for the receivable uncollected management fees and consideration for the transfer of operational management rights, total of 1798.32 million yuan for the transfer price of limited partner property shares, and a maximum of 270 million yuan for the total risk funds income distributed to ordinary partners and limited partners participating in the risk fund mechanism. After this property share transfer, Hongtianyuan Management will no longer serve as the executive affairs partner of Hong Tian Yuan Partnership, and Shen Hongyuan Management will no longer serve as the limited partner of Hong Tian Yuan Partnership.
As of the date of this announcement, Puke Feiren holds 60 million A-shares of Shang Gong Group, accounting for 8.41% of the total share capital of the company, making it the largest shareholder of the company; Shanghai Puke directly holds 0.7895 million A-shares of Shang Gong Group, accounting for 0.11% of the total share capital. Before this equity change, Hongtianyuan Management and Shen Hongyuan Management indirectly held 60.7895 million A-shares of the company through Puke Feiren and Shanghai Pu Ke, accounting for 8.52% of the total share capital, without directly holding company shares; after this equity change, Hongtianyuan Management and Shen Hongyuan Management no longer hold company shares, Xian Dao Technology, Xian Dao Lie Yu will hold 100% of the equity in Hong Tian Yuan Partnership, and through Puke Feiren and Shanghai Pu Ke, indirectly hold 60.7895 million A-shares of the company, accounting for 8.52% of the total share capital.
This change in equity makes Puke Feiren, the largest shareholder of the company, indirectly change its shareholders. It does not change the proportion and number of shares held directly or indirectly by Puke Feiren and its higher-level shareholders Shanghai Pu Ke and Hong Tian Yuan Partnership, does not involve a tender offer, and the company remains a listed company with no actual controller or controlling shareholder.