Summary of Key Points Core Viewpoint - The company has maintained compliance with regulatory requirements and has not faced any penalties from securities regulators in the last five years, although it has received warnings and criticisms regarding its financial disclosures and governance practices [1][2][5]. Regulatory Actions - The company has not been penalized by securities regulators in the last five years [1]. - In June 2022, the company received a warning letter from the Jiangsu Regulatory Bureau of the China Securities Regulatory Commission (CSRC) due to discrepancies in its financial disclosures [2][5]. - In August 2022, the Shanghai Stock Exchange issued a public criticism against the company and its responsible individuals for failing to provide accurate financial forecasts [2][5]. - In December 2023, the company received another warning letter from the Jiangsu Regulatory Bureau for inaccurate disclosures related to its accounting firm [5][6]. Financial Performance Discrepancies - The company initially forecasted a net profit of between 2.86 million and 4.29 million yuan for 2021, but later revised this to a loss of between 56.11 million and 37.41 million yuan [2][3]. - The final audited net profit for 2021 was reported as a loss of 46.76 million yuan, indicating a significant deviation from the initial forecasts [3][4]. - The discrepancies were attributed to rising prices of raw materials, increased freight costs, and delayed adjustments in customer sales prices [3][4]. Governance and Compliance - The company has emphasized its commitment to improving governance structures and internal controls to enhance compliance with regulations [1][6]. - The company has acknowledged the need for better adherence to the information disclosure management regulations and has committed to improving the quality of its disclosures [6].

证券代码：603161 证券简称：科华控股 公告编号：2025-060 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。 科华控股股份有限公司（以下简称"公司"）于2025年8月22日召开第四届 董事会第十六次会议，审议通过了关于公司2025年度向特定对象发行A股股票的 相关议案。公司就本次向特定对象发行股票中不存在直接或通过利益相关方向 参与认购的投资者提供财务资助或补偿事宜承诺如下： 公司不存在向参与认购的投资者作出保底保收益或变相保底保收益承诺的 情形，不存在直接或通过利益相关方向参与认购的投资者提供财务资助或补偿 的情形。 特此公告。 科华控股股份有限公司董事会 科华控股股份有限公司 关于本次向特定对象发行股票不存在直接或 通过利益相关方向参与认购的投资者提供财务资助或 补偿事宜的公告 ...

Company Overview - Kehua Holdings Co., Ltd. is engaged in the research, production, and sales of automotive turbocharger components and other key parts for automotive power units and chassis transmission systems [10][11] - The company has established itself as a leading player in the turbocharger component sector, with a focus on expanding its market share both domestically and internationally [10][11] Issuance Plan - The company plans to issue up to 30,000,000 A-shares, which will account for no more than 30% of the total share capital before the issuance [15][27] - The issuance price is set at RMB 10.87 per share, which is not less than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [15][16] - The total expected fundraising amount is approximately RMB 326.1 million, which will be used entirely to supplement working capital after deducting issuance costs [15][17] Shareholder Structure - Following the issuance, the shareholding ratio of the acquirers, Lu Hongping and Tu Han, will increase to 34.73%, enhancing their control over the company [1][12] - The current actual controller, Chen Hongmin, will see a change in control to Lu Hongping and Tu Han after the completion of the share transfer [14][19] Market Context - The automotive industry is experiencing a shift towards stricter environmental regulations, driving demand for turbochargers that enhance fuel efficiency and reduce emissions [6][9] - The penetration rate of turbochargers in the automotive market is expected to increase, particularly in hybrid and fuel-efficient vehicles, supported by government policies promoting energy conservation and emission reduction [9][11] Financial Implications - The issuance is expected to improve the company's capital structure, reduce financial costs, and enhance its ability to withstand risks, thereby supporting long-term sustainable development [11][12] - The company has a high asset-liability ratio, indicating significant short-term repayment pressure, which the new funds will help alleviate [11][12]

Group 1 - Kehua Holdings Co., Ltd plans to issue 30,000,000 shares to raise no more than 326,100,000 yuan for working capital [1][6] - The issuance aims to enhance the company's capital strength and support its long-term development strategy [7][27] - The company operates in the automotive parts industry, specifically in the turbocharger components segment, which is influenced by the automotive industry's performance [2][6] Group 2 - The global turbocharger production is expected to decrease from approximately 50 million units in 2023 to 49 million units in 2024, indicating a stable demand in the short term [3] - In 2024, China's automobile production and sales are projected to reach 31.28 million and 31.44 million units, respectively, with significant growth in new energy vehicles [3][4] - The penetration rate of turbochargers in the Chinese automotive market is increasing, driven by stringent emission standards and the push for energy efficiency [5][6] Group 3 - The company has established itself as a key player in the turbocharger components market, with partnerships with global manufacturers like Garrett and BorgWarner [6][7] - The issuance of shares will help optimize the company's capital structure and reduce financial costs, enhancing its market position [7][27] - The company is also expanding its product offerings to include other critical automotive components, such as differential housings and hydraulic products [7][24]

Core Points - The controlling shareholder and actual controller of Kehua Holdings Co., Ltd. will change from Chen Hongmin and Chen Xiaoke to Lu Hongping and Tu Han [1][2] - The change will occur through a series of share transfer agreements, with the first phase involving the transfer of 31,454,679 shares [2][3] - Following the completion of the first phase, the acquirers will hold 19.64% of the shares, and their voting rights will be adjusted accordingly [3][7] - A second phase of share transfer is planned, with a total of 9,766,073 shares to be acquired by the new controllers [2][8] - The company plans to issue 30,000,000 A-shares, with the acquirers intending to fully subscribe to this issuance [4][9] - After the issuance, the acquirers' shareholding will increase to 34.73%, while the original controllers' shareholding will decrease to 11.16% [9][10] Share Transfer Details - The first phase of the share transfer involves a total payment of approximately 517.74 million yuan for the shares [14][24] - The share transfer price is set at 16.46 yuan per share, with the total transfer price for the first phase being 293,747,464.40 yuan [16][26] - The second phase of the share transfer is expected to be completed by March 31, 2026, with specific agreements to be signed by January 10, 2026 [2][8] Corporate Governance Changes - Post-transfer, the new controllers will have the right to nominate four non-independent directors and several vice presidents [3][7] - The original controllers will retain the right to nominate two non-independent directors, ensuring a balance in governance [7][8] Financial Implications - The total expected fundraising from the share issuance is approximately 326.1 million yuan, aimed at improving the company's liquidity [9][10] - The funds raised will be used to enhance the company's working capital and improve its financial structure [10][11]

关于向特定对象发行A股股票预案披露的提示性公告 证券代码：603161 证券简称：科华控股 公告编号：2025-054 科华控股股份有限公司 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。 本次预案披露事项不代表审批机关对于本次公司2025年度向特定对象发行A 股股票相关事项的实质性判断、确认或批准，预案所述本次公司2025年度向特 定对象发行A股股票相关事项尚需公司股东会审议通过、上海证券交易所审核通 过并经中国证券监督管理委员会同意注册后方可实施。敬请广大投资者注意投 资风险。 特此公告。 科华控股股份有限公司董事会 科华控股股份有限公司（以下简称"公司"）于2025年8月22日召开第四届 董事会第十六次会议和第四届监事会第十次会议，审议通过了公司2025年度向 特定对象发行A股股票的相关议案。具体内容详见公司在上海证券交易所网站 （www.sse.com.cn）披露的相关公告，敬请广大投资者注意查阅。 ...

Group 1 - The acquisition involves Kewah Holdings Co., Ltd. and is led by Lu Hongping and Tu Han, who aim to gain control of the company through this transaction [1][2][8] - The acquisition process requires compliance with regulations from the Shanghai Stock Exchange and the China Securities Regulatory Commission, including shareholder approval and registration [2][8] - The acquisition is structured in two phases, with the first phase involving the transfer of 17,846,140 shares (9.18% of total shares) and the second phase planned for 2026 [9][11][12] Group 2 - The purpose of the acquisition is to enhance the operational and management capabilities of Kewah Holdings, thereby improving its competitive position and supporting long-term growth [8][12] - The acquisition will result in Lu Hongping and Tu Han becoming the new actual controllers of Kewah Holdings, replacing the previous controllers [10][13] - The acquisition includes a commitment from the sellers not to seek control of the company during the transition period [13][19] Group 3 - The financial terms of the acquisition include a share price of 16.46 yuan per share for the first phase, with a total payment of approximately 293.75 million yuan [12][14] - Following the completion of the acquisition, the shareholding of Lu Hongping and Tu Han will increase to 34.73% of the total shares, significantly enhancing their influence over the company [12][14] - The acquisition is expected to provide Kewah Holdings with additional liquidity, as the funds raised will be used to supplement working capital [12][14]

Core Viewpoint - The company is seeking shareholder approval to exempt specific investors from making a mandatory tender offer after acquiring shares that would exceed 30% ownership through a private placement of A-shares [1][2][3] Group 1: Company Actions - The company held its fourth board meeting on August 22, 2025, where it approved the proposal for a private placement of A-shares and the request for shareholder approval to exempt the investors from a tender offer [1] - The specific investors in this private placement are identified as Lu Hongping and Tu Han, who are expected to hold more than 30% of the company's shares post-issuance [2] Group 2: Regulatory Compliance - According to the relevant regulations, the investors' acquisition of shares exceeding 30% would typically trigger a mandatory tender offer; however, they have committed to not transferring these shares for 36 months [2] - The board's proposal to exempt the investors from the tender offer requires approval from non-related shareholders at the upcoming shareholder meeting [3] - The company will adhere to any changes in policies from the China Securities Regulatory Commission or the Shanghai Stock Exchange regarding the tender offer exemption and lock-up period [3]

Core Viewpoint - The report outlines a significant equity change involving Shanghai Jingyou New Energy Co., Ltd., which has reduced its stake in Kehua Holdings Co., Ltd. to below 5% through a share transfer agreement [1][2]. Group 1: Equity Change Details - The equity change is a result of a share transfer agreement where Shanghai Jingyou New Energy Co., Ltd. has decreased its holdings from 21,691,419 shares (11.16%) to 3,845,279 shares (1.98%) [4][15]. - The total number of shares transferred amounts to 17,846,140 shares, representing approximately 9.18% of the total shares of Kehua Holdings [5][15]. Group 2: Transaction Specifics - The share transfer price is set at 16.46 RMB per share, totaling approximately 293.75 million RMB for the transaction [6][7]. - The agreement stipulates that the transfer of shares must be completed by October 31, 2025, following the necessary compliance and registration procedures [2][16]. Group 3: Compliance and Legal Framework - The report confirms that the equity change complies with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2]. - Shanghai Jingyou New Energy Co., Ltd. has committed to ensuring the accuracy and completeness of the information disclosed in the report [2][13].

证券代码：603161 证券简称：科华控股 公告编号：2025-046 科华控股股份有限公司 关于控股股东筹划重大事项进展暨复牌的公告 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筹划重大事项已取得重大进展,本公司的相关证券停复牌情 况如下： | 603161 | 科华控股 | A 股 | 复牌 | | | 2025/8/22 | 2025/8/25 | | --- | --- | --- | --- | --- | --- | --- | --- | | 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 | 公司于 2025 年 8 月 15 日收到公司控股股东及实际控制人陈洪民先生的通知， 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。根据《上海证券交易所股票上市规则》《上海证券 交易所上 ...