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华秦科技: 中信建投证券股份有限公司关于陕西华秦科技实业股份有限公司股东向特定机构投资者询价转让股份的核查报告
Zheng Quan Zhi Xing·2025-09-03 16:18

Summary of Key Points Core Viewpoint - The report outlines the process and compliance of the share transfer of Shaanxi Huayin Technology Industrial Co., Ltd. to specific institutional investors through a price inquiry method, ensuring adherence to relevant regulations and fairness in the transaction [1][13]. Group 1: Overview of the Share Transfer - The share transfer involves a maximum of 11,665,941 shares, with specific shareholders including Ningbo Huayin Wansheng Investment Partnership and others participating in the transfer [1]. - The shareholding structure as of August 27, 2025, indicates various shareholders with specific percentages of total share capital, such as Luo Fa holding 2,725,707 shares (1.00%) and Bai Hongyan holding 4,088,560 shares (1.50%) [1][2]. Group 2: Pricing and Transfer Method - The price floor for the share transfer is set at no less than 70% of the average trading price over the previous 20 trading days prior to the inquiry date [2]. - The pricing determination follows a competitive bidding process, prioritizing subscription price, subscription quantity, and the time of receipt of subscription forms [3][4]. Group 3: Transfer Process and Compliance - A total of 132 institutional investors were invited to participate in the inquiry, including various types of investment firms [5]. - The inquiry process received 42 valid subscription forms, leading to the initiation of an additional subscription process due to high demand [6]. - The final transfer price was determined to be 56.30 yuan per share, resulting in a total transaction amount of approximately 656.79 million yuan [6][7]. Group 4: Verification of Participants - The report confirms that both the transferors and transferees meet the qualifications set forth in the relevant regulations, ensuring no conflicts of interest or violations of share transfer rules [11][12]. - The participating institutional investors are verified to have the necessary pricing capabilities and risk tolerance, complying with the guidelines for institutional investors [11][12]. Group 5: Conclusion - The inquiry transfer process is deemed legal and compliant with various laws and regulations, ensuring a fair and just outcome for all parties involved [13].