Stock Code: 000970 Stock Abbreviation: Zhong Ke San Huan Announcement No.: 2026-040
Beijing Zhong Ke San Huan High-Tech Co., Ltd.
Indicative Announcement Regarding the Planning of Equity Acquisition and the Signing of an Acquisition Intent Agreement
Important Notice:
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Beijing Zhong Ke San Huan High-Tech Co., Ltd. (hereinafter "the Company," "the Listed Company," or "Zhong Ke San Huan") is planning to acquire a controlling stake in Ningbo Zhongdian Magnetic Sound Electronics Co., Ltd. (hereinafter "the Target Company" or "Zhongdian Magnetic Sound") in the form of cash (hereinafter "the Transaction").
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The Target Company is primarily engaged in the R&D, production, and sales of rare earth permanent magnet application devices, focusing on terminal application technology for magnetic devices. Its products are mainly used in consumer electronics, automobiles, and industrial motors. The Target Company is a minority shareholder of the Company's controlled subsidiary, Ningbo San Huan Magnetic Sound Industry and Trade Co., Ltd., and possesses synergistic and complementary effects with the Company in technology, products, and markets. Following the acquisition, the subsidiary's equity structure will be further improved, and it will help upgrade the Company's industrial chain value.
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The specific transaction counterparties and acquisition ratio for this transaction shall be subject to the formal agreement. The final price of the transaction will be determined through further negotiation by all parties, based on an appraisal report issued by an asset appraisal institution with securities qualification, and filed or approved by the state-owned assets supervision and administration department or its authorized unit.
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This transaction is expected not to constitute a related-party transaction and is not expected to constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies." This transaction does not involve the issuance of shares by the Company and will not lead to a change in the Company's control.
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This transaction is subject to the review and approval of relevant competent authorities. Investors are advised to pay attention to investment risks.
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The "Acquisition Intent Agreement" signed this time is only an intentional agreement reached by the parties based on their willingness to cooperate and does not constitute a final transaction commitment with mandatory binding force. There is a certain degree of uncertainty in the progress and subsequent implementation of the agreement. As of the disclosure date of this announcement, the preliminary due diligence, audit, and evaluation work for this transaction have not been completed. The specific transaction plan is still under discussion and negotiation. The final transaction plan, terms, and whether it can be formally implemented will be determined through further negotiation after the completion of due diligence, audit, and evaluation. The transaction will be subject to the formal agreement signed by all parties.
The Company will fulfill its relevant approval and decision-making procedures and information disclosure obligations in a timely manner based on the progress of relevant matters.