南模生物: 关于持股5%以上股东协议转让股份暨权益变动的提示性公告

Core Viewpoint - The announcement details the transfer of shares by major shareholders of Shanghai Nanmo Biological Technology Co., Ltd. to Suzhou Haiwang Hezhong Equity Investment Partnership, indicating a significant change in the ownership structure of the company [1][2][3]. Summary by Sections Share Transfer Details - Major shareholders, including Shenzhen Qianhai Hairun Rongfeng Investment Partnership, Beijing Kangjun Ningyuan Equity Investment Partnership, and Shanghai Zhangjiang Collective Asset Investment Management Co., Ltd., signed share transfer agreements on June 25, 2025 [1][2]. - Hairun Rongfeng plans to transfer 4,650,318 shares at a price of 27.369 yuan per share, representing 5.96% of the total share capital [1][2]. - Kangjun Ningyuan intends to transfer 2,247,409 shares, accounting for 2.88% of the total share capital [1][2]. - Zhangjiang Collective will transfer 1,782,000 shares, which is 2.29% of the total share capital [1][2]. Ownership Changes - Before the transfer, Hairun Rongfeng held 5.96% of the shares, while after the transfer, it will no longer hold any shares [3][4]. - Kangjun Ningyuan will hold 2.00% of the shares post-transfer, while Haiwang Hezhong will hold 11.13% of the shares, totaling 8,679,727 shares [1][4]. Compliance and Future Commitments - The transfer does not trigger a mandatory tender offer and will not change the controlling shareholder or actual controller of the company [2][4]. - Haiwang Hezhong commits to not reducing its stake in the company for 12 months following the transfer [2][4]. Transaction Conditions - The transaction is subject to compliance confirmation by the Shanghai Stock Exchange and the completion of share transfer registration with China Securities Depository and Clearing Corporation [2][4]. - The total transfer price for the shares is approximately 61.51 million yuan for Hairun Rongfeng and 48.77 million yuan for Kangjun Ningyuan, with a consistent price of 27.369 yuan per share [9][10].