Core Viewpoint - The legal opinion from Beijing Deheng Law Firm confirms that Lu Hongping and Tu Han can acquire shares of Kehua Holdings without the obligation to make a public offer, based on compliance with relevant regulations and shareholder approvals [6][11]. Group 1: Acquisition Details - Lu Hongping and Tu Han plan to acquire a total of 41,220,752 shares from the transferor, representing 21.20% of the total shares before the issuance [7]. - After the acquisition, the total shares held by the acquirers will increase to 77,944,112 shares, accounting for 34.73% of the total shares post-issuance [7]. - The acquisition includes a commitment that the newly issued shares will not be transferred for 36 months following the issuance [7]. Group 2: Legal Basis for Exemption - According to Article 63 of the Acquisition Management Measures, investors can be exempted from making a public offer if they acquire new shares that exceed 30% of the total issued shares, with the approval of non-related shareholders [6][11]. - The board of directors of Kehua Holdings has approved the proposal to exempt the acquirers from making a public offer, pending approval from the shareholders' meeting [8]. Group 3: Compliance and Approval Process - The acquisition has undergone necessary approval procedures, including compliance checks by the Shanghai Stock Exchange and the need for shareholder approval for the issuance of new shares [9]. - The acquirers have fulfilled the current disclosure obligations as required by the Acquisition Management Measures [10][11]. Group 4: Legal Status of Acquirers - Lu Hongping and Tu Han are confirmed to have the legal capacity to act as shareholders of the listed company and do not fall under any disqualifying conditions as per the Acquisition Management Measures [6][11]. - There have been no securities violations by the acquirers or their immediate family members in the six months preceding the acquisition [10][11].

Core Viewpoint - The acquisition report outlines the acquisition of Kewah Holdings Co., Ltd. by Lu Hongping and Tu Han, aiming to gain control over the company and enhance its operational management and competitiveness [1][6][10]. Group 1: Acquisition Details - The acquisition involves Lu Hongping and Tu Han acquiring a total of 17,846,140 shares from Shanghai Jingyou, representing 9.18% of the company's total shares before the issuance [11]. - Tu Han will also acquire 13,608,539 shares from Chen Hongmin and his associates, which accounts for 7.00% of the total shares before the issuance [11]. - The acquisition is structured in two phases, with the first phase already signed and the second phase planned for completion by March 31, 2026 [10][11]. Group 2: Shareholding Changes - Following the completion of the first phase, Lu Hongping's shareholding will increase to 23,794,805 shares (12.24%), while Tu Han will hold 14,383,234 shares (7.40%) [9][10]. - After the second phase, the combined shareholding of Lu Hongping and Tu Han will rise to 47,944,112 shares, representing 24.66% of the total shares before the issuance [10][11]. - Post the planned issuance of 30,000,000 new shares, Lu Hongping and Tu Han's combined shareholding is expected to increase to 34.73% [11][13]. Group 3: Regulatory Compliance - The acquisition requires compliance with various regulatory approvals, including those from the Shanghai Stock Exchange and the China Securities Regulatory Commission [2][8]. - The report emphasizes that the acquisition's completion timeline is uncertain and dependent on obtaining necessary approvals [2][8]. Group 4: Purpose of Acquisition - The primary purpose of the acquisition is to gain control over Kewah Holdings and to enhance its operational management, thereby supporting long-term and healthy development [6][10]. - The acquirers have no immediate plans to increase or dispose of their shares within the next 12 months, barring any significant changes [6].

关于 卢红萍、涂瀚收购科华控股股份有限公司 免于发出要约的 北京德恒律师事务所 法律意见书 下列词语除非另有说明或上下文表明并不适用，在本法律意见中具有如下定 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话：010-52682888 传真：010-52682999 邮编：100033 | 正 文 | 7 | | --- | --- | | 一、收购人的主体资格 7 | | | 二、收购人免于发出要约的法律依据 | 7 | | 三、本次收购的法定授权和批准程序 | 8 | | 四、本次收购是否存在法律障碍 9 | | | 五、本次收购的信息披露 | 9 | | 六、收购人本次收购过程中是否存在证券违法行为 | 9 | | 七、结论意见 10 | | 北京德恒律师事务所 关于卢红萍、涂瀚收购科华控股股份有限公司 免于发出要约的法律意见书 释 义 义： | 科华控股、上市公司 | 指 | 科华控股股份有限公司 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 、 ...

Group 1 - The company reported a revenue of 1.08 billion yuan for the first half of 2025, representing a year-on-year decrease of 10.6% [1] - The net profit attributable to shareholders was 55.6 million yuan, down 21.0% year-on-year [1] - The net profit excluding non-recurring items was 27.85 million yuan, reflecting a significant decline of 53.4% year-on-year [1]

Financial Performance - The company's operating revenue for the first half of 2025 was CNY 1,079,850,843, a decrease of 10.58% compared to CNY 1,207,606,313 in the same period last year[21]. - Total profit for the reporting period was CNY 59,934,582, down 21.72% from CNY 76,561,939 in the previous year[21]. - Net profit attributable to shareholders of the listed company was CNY 55,595,054, a decline of 20.99% from CNY 70,366,496 in the same period last year[21]. - The net profit after deducting non-recurring gains and losses was CNY 27,847,234, which represents a significant decrease of 53.40% compared to CNY 59,760,335 in the previous year[21]. - Basic earnings per share decreased by 44.23% to CNY 0.29 compared to the same period last year[22]. - Net profit attributable to shareholders decreased by 20.99%, primarily due to a decline in product sales prices affecting gross margin[22]. - Operating revenue decreased by 10.58% compared to the same period last year, mainly due to a decrease in sales prices based on commodity pricing mechanisms[22]. - The company achieved operating revenue of RMB 107,985.08 million, a decrease of 10.58% year-on-year, and a net profit attributable to shareholders of RMB 5,559.51 million, down 20.99% year-on-year[36]. Cash Flow and Assets - The net cash flow from operating activities was CNY 307,397,260, showing a slight increase of 1.18% from CNY 303,820,064 in the same period last year[21]. - The company's cash and cash equivalents increased by 48.64% to ¥252,093,722.75, representing 8.46% of total assets[1]. - Total assets decreased to CNY 2,981,572,938.17, down 4.44% from CNY 3,120,257,478.72 at the end of the previous year[21]. - Total current assets as of June 30, 2025, amounted to ¥1,442,112,929.72, a decrease of 3.9% from ¥1,500,584,219.03 on December 31, 2024[96]. - The company reported a decrease in cash and cash equivalents at the end of the first half of 2025 to approximately ¥245.27 million, compared to ¥189.52 million at the end of the first half of 2024[110]. Shareholder Information - The company has not proposed any profit distribution plan or capital reserve transfer to increase share capital for the reporting period[7]. - The company plans to issue 30,000,000 A-shares, fully subscribed by Lu Hongping and Tu Han in cash[80]. - The total number of shares increased from 193,577,988 to 194,407,705, with a new capital of 194,407,705 yuan[82]. - The top shareholder, Chen Hongmin, holds 38,936,987 shares, representing 20.03% of the total shares[89]. - The company completed a share buyback of 1,346,205 shares on March 29, 2024, and an additional buyback of 2,516,084 shares on May 19, 2025[90]. Market and Industry Insights - The global turbocharger production is expected to decline from approximately 50 million units in 2023 to 49 million units in 2024[29]. - In the Chinese market, the production and sales of automobiles reached 15.62 million and 15.65 million units respectively in the first half of 2025, with a year-on-year growth of 12.5% and 11.4%[30]. - The penetration rate of turbochargers in light vehicles is projected to increase from 54% in 2022 to about 58% by 2028[29]. - The company is focusing on enhancing operational efficiency and profitability through quality management initiatives and cost reduction measures[36]. - The company is expanding its market presence in engineering machinery, large turbochargers, and agricultural machinery products, both domestically and internationally[35]. Risk Factors - The company faces market risks due to the automotive industry's dependence on economic conditions, which could lead to revenue decline and reduced gross margins[63]. - Raw material price fluctuations, particularly for metals and components, pose a risk to the company's profitability[64]. - The company is exposed to exchange rate risks due to significant international business operations, which may impact financial performance[65]. Research and Development - Research and development expenses amounted to RMB 36.72 million, representing 3.40% of operating revenue[35]. - The company has established a comprehensive technical research and development system to support innovation and new product introduction[35]. - The company has a strong focus on R&D, with a well-established system and a capable team, aiming to shorten the gap with international advanced technology[44]. - The company reported a significant reduction in research and development expenses to CNY 36,716,713.59 from CNY 43,667,902.81, a decrease of 16.0%[103]. Corporate Governance and Compliance - The financial statements were approved by the board on August 25, 2025, indicating a commitment to transparency and compliance[129]. - The company has confirmed its ability to continue as a going concern for at least 12 months from the reporting date[131]. - The accounting policies are aligned with relevant enterprise accounting standards, ensuring accurate financial reporting[133]. - The company has established specific criteria for determining materiality in accounting estimates, such as a 10% threshold for bad debt provisions[137].

Core Viewpoint - KWH Holdings is undergoing a significant change in its controlling shareholder and actual controllers, with the transfer of shares to new parties, which may impact the company's governance and future direction [1][2][10] Share Transfer Agreements - On August 22, 2025, KWH Holdings' controlling shareholder Chen Hongmin and others signed share transfer agreements with buyers Lu Hongping and Tu Han, involving a total of 31,454,679 shares in the first phase of the transfer [2][9] - The first phase of the share transfer is valued at 517,744,016 yuan, while the second phase is valued at 160,749,562 yuan, totaling approximately 678 million yuan [4][9] Shareholding Changes - After the completion of the first phase of the share transfer, the new shareholders will hold 19.64% of the shares and voting rights, while the original controlling shareholder Chen Hongmin will hold 17.91% of the shares and 12.89% of the voting rights [6][10] - The new controlling shareholder will be Lu Hongping, with the actual controllers changing to Lu Hongping and Tu Han [6][10] Future Issuance of Shares - KWH Holdings plans to issue 30,000,000 A-shares to specific investors, with Lu Hongping and Tu Han intending to fully subscribe to these shares, which will increase their combined holding to 34.73% post-issuance [6][7] - The issuance price is set at 10.87 yuan per share, based on the average trading price over the previous 20 trading days [6][10] Financial Implications - The total expected fundraising from the issuance is up to 326,100,000 yuan, which will be used to supplement working capital [7][10] - The shareholding structure will remain stable in terms of control, as the new issuance will not change the controlling shareholder post-transaction [10]

Group 1 - The controlling shareholder of Kehua Holdings will change from Chen Hongmin to Lu Hongping, and the actual controllers will change from Chen Hongmin and Chen Xiaoke to Lu Hongping and Tu Han [1][2] - On August 22, 2023, agreements were signed for the transfer of a total of 31.4547 million shares from Chen Hongmin, Chen Xiaoke, and Jiangsu Kehua Investment Management Co., Ltd. to the acquirers [2] - After the completion of the first phase of the share transfer, the acquirers will hold 19.64% of the shares and voting rights, while the original actual controllers will hold 17.91% of the shares and 12.89% of the voting rights [3] Group 2 - Kehua Holdings plans to issue 30 million A-shares to specific investors, with the acquirers intending to fully subscribe to these shares in cash [3] - Following the completion of the share issuance, the acquirers' shareholding will increase to 34.73% [3] - The change in control will not affect the normal operations of the company, and the acquirers aim to enhance the competitiveness of the company's main business [3]

Core Viewpoint - The company announced a significant event involving the potential change of its controlling shareholder and actual controller, which has led to the suspension of its stock trading [1] Group 1 - The stock of the company has been suspended since August 18, 2025, due to major matters being planned by its controlling shareholder and actual controller, Chen Hongmin, along with his concerted parties [1] - A share transfer agreement was signed by the relevant parties on August 22, 2025, which may result in a change of the company's controlling shareholder and actual controller [1] - The company's stock is set to resume trading on August 25, 2025, following the completion of the share transfer agreement [1] Group 2 - The change of control is subject to multiple approval processes, indicating a level of uncertainty regarding the outcome [1]

Core Viewpoint - The company plans to issue 30 million A-shares to specific investors, which will not exceed 30% of the total share capital before the issuance, aiming to enhance its capital strength and support long-term development strategies [1][2][3] Summary by Sections 1. Related Transactions Overview - The company intends to issue A-shares to specific investors, namely Lu Hongping and Tu Han, with a total of 30 million shares, representing 3.46% of the total share capital before the issuance [2][3] - The share transfer price is set at 16.46 yuan per share, with the transaction subject to approval from the shareholders' meeting and regulatory bodies [2][3] 2. Shareholding Changes - After the first phase of the share transfer, the new shareholders will hold 19.64% of the shares, while the original controlling shareholder will see their stake reduced to 17.91% [3][5] - The controlling shareholder will change from Chen Hongmin to Lu Hongping, with the actual controllers being Lu Hongping and Tu Han [3][5] 3. Purpose of the Transaction - The transaction aims to strengthen the company's financial position, as it operates in a capital-intensive industry, and to support its growth in the automotive components sector [14][15] - The funds raised will be used to supplement working capital, optimize the capital structure, and enhance the company's financial stability and risk resistance [14][15] 4. Impact on the Company - The issuance will increase the company's total assets and net assets, while also reducing the debt-to-asset ratio, thereby improving the financial structure [14][15] - The transaction is expected to enhance the company's core competitiveness and profitability, facilitating sustained growth in its main business [14][15] 5. Approval Process - The issuance plan has been approved by the company's board of directors and requires further approval from the shareholders' meeting and regulatory authorities [16][17]

Core Viewpoint - KWH Holdings (603161) announced a significant change in its ownership structure, with Lu Hongping and Tu Han acquiring control from the current major shareholder Chen Hongmin and his associates through a two-phase share transfer agreement [1] Group 1: Share Transfer Details - The first phase involves the acquisition of 31.4547 million shares from Chen Hongmin and his associates [1] - The second phase will see the acquisition of an additional 9.7661 million shares, with Chen Hongmin and his associates relinquishing voting rights for these shares [1] - After the completion of the first phase, the shareholding and voting rights of the acquirers will be 19.64% each, leading to a change in the controlling shareholder from Chen Hongmin to Lu Hongping [1] Group 2: Fundraising and Stock Issuance - KWH Holdings plans to issue 30 million shares at a price of 10.87 yuan per share, aiming to raise no more than 326 million yuan [1] - The proceeds from the share issuance will be used entirely to supplement the company's working capital after deducting issuance costs [1] - The company's stock is set to resume trading on August 25 [1]