中科三环: 中科三环关于控股股东及其一致行动人之间内部协议转让股份的提示性公告

Summary of Key Points Core Viewpoint - The announcement details an internal share transfer between Beijing Sanhuan Holdings and its controlling shareholder, Zhongke Group, involving 3,458,877 shares, representing 0.28% of the total share capital, at a price of 13.01 yuan per share, totaling approximately 45 million yuan. This transfer does not affect the overall shareholding structure or control of the company [1][2][4]. Group 1: Agreement Overview - The share transfer is an internal adjustment of shareholding structure between entities under the same control, specifically between Sanhuan Holdings and Zhongke Group [2][4]. - The transfer price is set at 13.01 yuan per share, with a total transaction value of 44,999,989.77 yuan [1][4]. - The shareholding structure remains unchanged post-transfer, with Sanhuan Holdings and its concerted parties maintaining a combined holding of 24.56% [1][4]. Group 2: Parties Involved - The transferor, Beijing Sanhuan Holdings, is a limited liability company established in 1987, with a registered capital of 12 million yuan [2][3]. - The transferee, Zhongke Group, is also a limited liability company, established in 1993, with a registered capital of approximately 124.83 million yuan [3][4]. - Zhongke Group holds 84% of Sanhuan Holdings, establishing them as concerted parties [4][5]. Group 3: Transfer Agreement Details - The agreement stipulates that the transfer will be effective upon approval from the actual controller, the Chinese Academy of Sciences, and compliance review by the Shenzhen Stock Exchange [2][4]. - The agreement includes provisions for the payment of taxes and fees, which will be borne by both parties as per national regulations [6][7]. - The agreement ensures that the shares are free from any encumbrances and that the transferor will return the payment if the transfer fails due to ownership disputes [6][7]. Group 4: Impact on the Company - The internal transfer does not involve any market reduction or trigger a takeover bid, ensuring that the control and interests of the company and its shareholders remain intact [4][8]. - The transaction complies with relevant regulations, and there are no violations regarding the trading of shares during restricted periods [8].