山科智能: 关于实际控制人和5%以上股东签署《股份转让协议》、实际控制人签署《表决权放弃协议》暨控制权拟发生变更的提示性公告

Core Viewpoint - The actual controller of Hangzhou Shanke Intelligent Technology Co., Ltd. is undergoing a change due to the signing of a share transfer agreement and a voting rights waiver agreement with Hubei Changjiang Aerospace Technology Investment Co., Ltd., resulting in a significant transfer of shares totaling 27,619,091 shares, which accounts for 19.70% of the company's total share capital [1][2][9]. Summary by Sections Share Transfer Agreement - The actual controllers, including Qian Bingjiong, Cen Tengyun, Ji Yongcong, Wang Xuezhou, and Hu Shaoshui, along with shareholders holding more than 5% of the shares, have signed a share transfer agreement with Hubei Changjiang, transferring a total of 27,619,091 shares [1][2][9]. - The shares being transferred include 5,207,573 shares from Qian Bingjiong (3.72%), 4,007,988 shares from Cen Tengyun (2.86%), 3,381,734 shares from Ji Yongcong (2.41%), 3,033,047 shares from Wang Xuezhou (2.16%), and 7,210,115 shares from Hu Shaoshui (5.14%) [1][2][9]. Voting Rights Waiver Agreement - The actual controllers have agreed to waive their voting rights for the remaining shares they hold in the company for a period of 36 months following the completion of the share transfer [3][22][25]. - This waiver includes all non-property rights associated with the remaining shares, ensuring that the new controlling entity will have full control over the voting process [3][25]. Changes in Control - Following the completion of the share transfer, the controlling entity will change from the current actual controllers to the State-owned Assets Supervision and Administration Commission of the People's Government of Xinzhou District, Wuhan [2][3]. - The completion of this transaction is subject to certain conditions and regulatory approvals, which may introduce uncertainties regarding the timing and finalization of the transfer [2][3]. Financial Details - The total transfer price for the shares is set at 571,715,183.70 RMB, with a per-share price of 20.70 RMB [13][14]. - The payment structure includes an initial deposit of 5 million RMB, followed by staged payments contingent on the completion of due diligence and regulatory approvals [13][14]. Shareholding Structure Post-Transaction - After the transfer, the new shareholding structure will reflect the significant increase in Hubei Changjiang's ownership, which will hold 19.70% of the total shares, while the previous controllers will see their holdings significantly reduced [5][8][9].