股票简称：科华控股 股票代码：603161 科华控股股份有限公司 Kehua Holdings Co., Ltd 2025 年度向特定对象发行 A 股股票预案 二〇二五年八月 特别提示 1、本次向特定对象发行股票方案及相关事项已经公司第四届董事会独立董 事专门会议及第四届董事会第十六次会议审议通过，尚需公司股东会审议通过、 上海证券交易所审核通过以及中国证监会同意注册后方可实施。 2、本次向特定对象发行股票的发行对象为卢红萍和涂瀚，发行对象以现金 方式认购本次向特定对象发行的股票。本次发行将在两期协议转让交割完成之后 实施。本次发行后，收购人的持股比例将增至 34.73%。 1 公司声明 一、公司及董事会全体成员保证本预案内容真实、准确、完整，并确认不存 在虚假记载、误导性陈述或重大遗漏。 二、本次向特定对象发行股票完成后，公司经营与收益的变化，由公司自行 负责；因本次向特定对象发行股票引致的投资风险，由投资者自行负责。 三、本预案是公司董事会对本次向特定对象发行股票的说明，任何与之相反 的声明均属不实陈述。 四、投资者如有任何疑问，应咨询自己的股票经纪人、律师、专业会计师或 者其他专业顾问。 2 五、本预案 ...

Core Viewpoint - The company is undergoing a significant change in control, with its major shareholder and actual controller, Mr. Chen Hongmin, and his associates making substantial progress in planning this matter, which may lead to a change in the company's controlling shareholder and actual controller [1] Group 1 - The company's stock was suspended from trading on August 18, 2025, with an expected suspension period not exceeding two trading days [1] - Due to the ongoing planning of the matter, the company anticipates it will not resume trading on August 20, 2025, and has applied for an extension of the suspension until August 22, 2025, with an expected continuation of the suspension not exceeding three trading days [1] - During the suspension period, further communications regarding the matter took place among the trading parties [1] Group 2 - On August 22, 2025, Mr. Chen Hongmin, the controlling shareholder and actual controller, along with Mr. Chen Xiaoke, the co-actual controller, and Jiangsu Kehua Investment Management Co., Ltd., which is 100% owned by Mr. Chen Hongmin, signed share transfer agreements with Ms. Lu Hongping and Mr. Tu Han, who are shareholders holding more than 5% [1] - The company has applied to the Shanghai Stock Exchange for the resumption of trading, which is expected to occur on August 25, 2025 [1] - The main procedures that need to be fulfilled for the change of control include compliance review by the Shanghai Stock Exchange and the handling of share transfer registration procedures with the Shanghai branch of China Securities Depository and Clearing Corporation Limited [1]

Group 1 - The company plans to raise a total of up to 326 million yuan through a targeted issuance of shares, including the principal amount [1] - The funds raised will be used entirely to supplement working capital after deducting issuance costs [1]

Core Points - Kewah Holdings announced on August 19 that its controlling shareholder and actual controller, Mr. Chen Hongmin, is planning to transfer company shares, which may lead to a change in control [1] - The company's stock was suspended from trading on August 18, 2025, following the announcement, and will continue to be suspended on August 20, 2025, for up to three trading days [1] - Mr. Chen Hongmin and his associates are currently negotiating key terms of the transaction with the trading party, and internal approval processes are required [1]

证券代码：603161 证券简称：科华控股 公告编号：2025-045 科华控股股份有限公司 关于控股股东筹划重大事项继续停牌的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 证券停复牌情况：适用 因科华控股股份有限公司（以下简称"公司"）控股股东及实际控制人陈洪民 先生及其一致行动人正在筹划公司股份转让事宜，该事项可能导致公司控股股东 及实际控制人发生变更,本公司的相关证券停复牌情况如下： 目前公司控股股东、实际控制人陈洪民先生及其一致行动人正与交易方商谈 本次交易核心条款，且交易各方需履行相关内部审批程序，公司预计无法在 2025 年 8 月 20 日（星期三）开市起复牌，根据相关规定，经公司向上海证券交易所申 | 证券代码 | 证券简称 | 停复牌类型 | | 停牌起始日 | 停牌 期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | --- | | 603161 | 科华控股 | A 股 | 停牌 | 2025/8/20 | ...

格隆汇8月19日丨科华控股（维权）(603161.SH)公布，目前公司控股股东、实际控制人陈洪民先生及其 一致行动人正与交易方商谈本次交易核心条款，且交易各方需履行相关内部审批程序，公司预计无法在 2025年8月20日（星期三）开市起复牌，根据相关规定，经公司向上海证券交易所申请，公司股票将于 2025年8月20日（星期三）开市起继续停牌，预计继续停牌时间不超过3个交易日。 ...

科华控股公告，公司控股股东及实际控制人陈洪民先生及其一致行动人正在筹划公司股份转让事宜，该 事项可能导致公司控股股东及实际控制人发生变更。公司股票已于2025年8月18日开市起停牌。目前预 计无法在2025年8月20日开市起复牌，将继续停牌不超过3个交易日。停牌期间公司将根据事项进展情况 履行信息披露义务。 ...

Core Viewpoint - Kewah Holdings (603161.SH) is undergoing a potential change in control as its major shareholder and actual controller are planning to transfer shares, which may lead to a change in actual control. The stock was suspended from trading starting August 18, following a significant price increase prior to the announcement [1][2]. Group 1: Share Transfer and Control Changes - Kewah Holdings has faced multiple failed attempts at control transfer since 2022, with the Chen family planning to transfer control but encountering various setbacks [2]. - In July 2022, an agreement was made to transfer 12% of shares to Chen Wei, which would have made him the actual controller, but the deal fell through due to regulatory issues [2][3]. - Following two failed attempts at control transfer, Kewah Holdings announced on August 25, 2023, another attempt, which was later terminated, leaving Shanghai Jingyou as a significant shareholder without control [4][5]. Group 2: Financial Performance - Kewah Holdings has experienced significant fluctuations in financial performance, with net profit declining from 2018 to 2021, including a loss of 46.76 million yuan in 2021 due to various operational challenges [7]. - The company saw a recovery in 2022 and reached new highs in 2023, but financial performance began to decline again in 2024, with revenue dropping by 9.28% year-on-year to 2.372 billion yuan and net profit decreasing by 14.71% [8]. - In the first quarter of 2025, Kewah Holdings reported a revenue of 526 million yuan, down 15.17% year-on-year, and a net profit of 25.61 million yuan, down 40.82% [8]. Group 3: Shareholder Structure - As of April 15, 2025, the major shareholders include Chen Hongmin (20.11%), Shanghai Jingyou (11.21%), and Zhang Yu (8.27%), with Chen Wei's remaining shares frozen, reducing his stake to 3.47% [4][6]. - Shanghai Jingyou, which entered the company in December 2022, has faced a paper loss of approximately 15.57 million yuan on its investment due to the decline in stock value since its acquisition [6][8]. Group 4: Strategic Developments - Kewah Holdings is expanding internationally, having established a wholly-owned subsidiary in Thailand with an investment of up to 16 million USD to enhance its overseas market presence [9].

Group 1 - The core point of the news is that Kewah Holdings (科华控股) announced a suspension of trading due to significant matters being planned by its controlling shareholder, which may lead to a change in control [1] - As of August 15, Kewah Holdings' stock price increased by over 6.8%, reaching 15.12 CNY per share, with a market capitalization of 2.9 billion CNY [2] - Kewah Holdings is a high-tech enterprise involved in R&D, production, and sales, primarily manufacturing key components for automotive power units and chassis transmission systems [2] Group 2 - In 2024, Kewah Holdings reported a revenue of 2.372 billion CNY, a decrease of 9.28% compared to 2023, and a net profit attributable to shareholders of 105 million CNY, down 14.71% from the previous year [2] - The company's Q1 2025 report indicated a revenue of 526 million CNY, a decline of 15.17% year-on-year, and a net profit of 26 million CNY, a decrease of 40.82% compared to Q1 2024 [2] - Kewah Holdings has established long-term strategic partnerships with domestic and international clients, with new projects expected to generate stable and significant sales revenue throughout their product lifecycle [3]

Core Viewpoint - Kewah Holdings is undergoing a significant change as its controlling shareholder plans to transfer shares, potentially leading to a change in control [1] Group 1: Stock Performance and Market Position - As of August 15, Kewah Holdings' stock price increased by over 6.8%, reaching 15.12 CNY per share, with a market capitalization of 2.9 billion CNY [2] - The company is a high-tech enterprise involved in the R&D, production, and sales of key components for automotive power units and chassis transmission systems, including turbocharger housings [2] Group 2: Financial Performance - In 2024, Kewah Holdings reported operating revenue of 2.372 billion CNY, a decrease of 9.28% compared to 2023, and a net profit attributable to shareholders of 105 million CNY, down 14.71% from the previous year [2] - For Q1 2025, the company achieved operating revenue of 526 million CNY, a decline of 15.17% year-on-year, and a net profit of 26 million CNY, which is a 40.82% decrease compared to the same period in 2024 [2] Group 3: Future Growth Drivers - Kewah Holdings has established long-term strategic partnerships with domestic and international clients, with new designated business projects expected to generate stable and significant sales revenue [3] - The company aims to enhance product quality and expand market share by leveraging existing customer resources and providing high-quality products and services [3] - Kewah Holdings plans to diversify its revenue streams while focusing on its core business, implementing cost reduction and efficiency improvement measures to enhance profitability and competitive advantage [3]