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]

科华控股股份有限公司2025 年半年度报告 公司代码：603161 公司简称：科华控股 科华控股股份有限公司 2025 年半年度报告 2025 年 8 月 1 / 159 科华控股股份有限公司2025 年半年度报告 重要提示 一、 本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实性、准确 性、完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、 公司全体董事出席董事会会议。 三、 本半年度报告未经审计。 四、 公司负责人陈洪民、主管会计工作负责人朱海东及会计机构负责人（会计主管人员）朱海 东声明：保证半年度报告中财务报告的真实、准确、完整。 七、 是否存在被控股股东及其他关联方非经营性占用资金情况 否 八、 是否存在违反规定决策程序对外提供担保的情况 否 九、 是否存在半数以上董事无法保证公司所披露半年度报告的真实性、准确性和完整性 否 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 无 六、 前瞻性陈述的风险声明 √适用 □不适用 本报告所涉及的各项公司对未来企业战略、业务发展、经营计划、财务状况等前瞻性描述， 是基于当前公司能够掌握的信息和 ...

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]

Meeting Overview - The fourth meeting of the supervisory board of Kehua Holdings was convened and chaired by Ms. Chen Keting, with all three supervisors present, ensuring compliance with relevant laws and regulations [1][2]. Approval of Stock Issuance - The supervisory board approved the proposal for the company to issue shares to specific targets, which will be submitted to the shareholders' meeting for further review [2][3]. - The board confirmed that the company meets the conditions for issuing shares to specific targets as per the Company Law and Securities Law [2][3]. Details of the Stock Issuance - The plan involves issuing 30,000,000 A-shares, representing no more than 30% of the company's total share capital prior to the issuance [4][5]. - 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 date [3][5]. Use of Proceeds - The total amount expected to be raised from this issuance is approximately RMB 326.1 million, which will be used to supplement the company's working capital after deducting issuance costs [5][8]. Lock-up Period - Shares issued to the specific targets will be subject to a lock-up period of 36 months from the date of listing [5][6]. Related Transactions - The issuance involves related party transactions, as the subscribers, Lu Hongping and Tu Han, are considered related parties [10][11]. - The supervisory board confirmed that the terms of the subscription agreement comply with relevant laws and do not harm the interests of the company or its shareholders [11][12]. Shareholder Approval - Several proposals, including the exemption from issuing a takeover offer by the subscribers, will require approval from the shareholders' meeting [12][13].

Group 1 - The company held its 16th meeting of the 4th Board of Directors, where all 9 directors attended, and the meeting complied with relevant laws and regulations [1] - The Board approved the proposal for the company to issue A-shares to specific targets, which will be submitted to the shareholders' meeting for further review [2][3] - The issuance will consist of 30,000,000 A-shares, with a subscription price set at RMB 10.87 per share, which is not lower than 80% of the average trading price over the previous 20 trading days [3][4] Group 2 - The total expected fundraising amount from this issuance is not to exceed RMB 326.1 million, which will be used to supplement the company's working capital [5][8] - The shares issued will be subject to a 36-month lock-up period for the subscribers, and the final number of shares will be determined after regulatory approvals [4][5] - The company has committed to measures to mitigate the dilution of immediate returns resulting from this issuance, with relevant stakeholders making commitments to ensure these measures are implemented [9][12] Group 3 - The company will not be required to prepare a report on the use of previous fundraising as it has not raised funds through similar means in the last five accounting years [10] - The issuance involves related party transactions, which comply with principles of openness, fairness, and justice, ensuring no harm to the interests of minority shareholders [11] - The company plans to seek shareholder approval to exempt the subscribers from making a mandatory tender offer due to the expected increase in their shareholding [13][14]

Group 1 - The company announced that its controlling shareholder, Chen Hongmin, and his concerted parties are planning a significant matter that may lead to a change in control [1][2] - The company's stock was suspended from trading on August 18, 2025, with an expected suspension period of no more than 2 trading days [2] - Due to ongoing planning, the company applied for an extension of the suspension, which is expected to last no more than 3 additional trading days [2] Group 2 - The company plans to resume trading on August 25, 2025, pending compliance review and necessary approvals from relevant authorities [3] - The transfer of control requires several procedural steps, including compliance review by the Shanghai Stock Exchange and approval from the company's shareholders [3] - The company cautions that the timing and certainty of obtaining the necessary approvals are uncertain [3]