证券代码：603161 证券简称：科华控股 公告编号：2025-064 科华控股股份有限公司 关于召开 2025 年半年度业绩说明会的公告 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： （网址：https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心视频录播和网络互动 投资者可于 2025 年 09 月 17 日（星期三）至 09 月 23 日（星期二）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 zqsw@khmm.com.cn 进行提问。公司将在说明会上对投资者普遍关注的问题进行 回答。 科华控股股份有限公司（以下简称"公司"）已于 2025 年 8 月 26 日发布公 司 2025 年半年度报告，为便于广大投资者更全面深入地了解公司 2025 年半年度 经营成果、财务状况，公司计划于 2025 年 09 月 24 日（星期三）15:00-16:00 举行 2025 年半年度业绩说明会，就投资者关心的问题进行交流。 一、说明会类型 本次投资者说 ...

证券代码：603161 证券简称：科华控股 公告编号：2025-063 科华控股股份有限公司 关于持股 5%以上股东部分股份解除质押的公告 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: 科华控股股份有限公司（以下简称"公司"）持股 5%以上股东上海晶优 新能源有限公司（以下简称"上海晶优"）持有公司股份 21,691,419 股，占公司 总股本的 11.16%。本次股份解除质押后，上海晶优累计质押公司股份 550,000 股，占其持有公司股份总数的 2.54%，占公司总股本的 0.28%。 公司于近日收到公司持股 5%以上股东上海晶优关于其所持有本公司的部分 股份解除质押的通知，具体情况如下： 科华控股股份有限公司董事会 2025 年 8 月 30 日 1 股东名称 上海晶优新能源有限公司 本次解除质押股份 12,450,000 股 占其所持股份比例 57.4% 占公司总股本比例 6.40% 解除质押时间 2025 年 8 月 27 日 持股数量 21,691,419 股 持股比例 11.16% 剩余被质押股 ...

Core Viewpoint - The acquisition of Kewah Holdings Co., Ltd. is aimed at gaining control of the company based on its intrinsic value and growth potential, with plans to enhance its operational management and competitiveness in the market [11][12]. Group 1: Acquisition Details - The acquirer, Lu Hongping, plans to acquire a total of 30,000,000 shares from Kewah Holdings, with Lu Hongping acquiring 21,000,000 shares and Tu Han acquiring 9,000,000 shares [12][19]. - The first phase of the acquisition involves Lu Hongping and Tu Han acquiring 17,846,140 shares from Shanghai Jingyou, representing 9.18% of the total shares before the issuance [12][19]. - The second phase will see Tu Han acquiring 9,766,073 shares from Chen Hongmin and his associates, representing 5.02% of the total shares before the issuance [14][19]. Group 2: Shareholding Changes - After the completion of the first phase, Lu Hongping will hold 23,794,805 shares (12.24% of total shares), while Tu Han will hold 14,383,234 shares (7.40% of total shares) [13][15]. - Following the second phase, the total shares held by Lu Hongping and Tu Han will increase to 47,944,112 shares, representing 24.66% of the total shares before the issuance [15][19]. - Post the issuance of new shares, the combined shareholding of Lu Hongping and Tu Han is expected to rise to 77,944,112 shares, accounting for 34.73% of the total shares [16][19]. Group 3: Regulatory Compliance - The acquisition has undergone necessary approval processes, including compliance checks by the Shanghai Stock Exchange and the China Securities Regulatory Commission [12][19]. - The acquirers have committed to not seeking control of the company during their ownership period, as stated in the commitment letter provided by Chen Hongmin and Chen Xiaoke [18][19]. - The acquisition process includes signing various agreements, such as the share transfer agreements and the voting rights waiver agreement, to ensure compliance with regulatory requirements [12][19].

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]