证券代码：688551 证券简称：科威尔 公告编号：2025-066 科威尔技术股份有限公司 2025年第三次临时股东会决议公告 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一）股东会召开的时间：2025 年 9 月 9 日 （二）股东会召开的地点：合肥市高新区大龙山路 8 号科威尔技术股份有限公司 （三）出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及其 持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 30 | | --- | --- | | 普通股股东人数 | 30 | | 2、出席会议的股东所持有的表决权数量 | 52,523,350 | | 普通股股东所持有表决权数量 | 52,523,350 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 63.2205 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 63.2205 | 二、 议案审议情况 （一） ...

Group 1 - On September 9, a block trade of 390,200 shares of Kewell was executed, with a transaction amount of 15.5835 million yuan, accounting for 17.34% of the total transaction amount for the day [1] - The transaction price was 39.94 yuan, which remained stable compared to the market closing price of 39.94 yuan [1] Group 2 - The block trade involved two transactions, one with a transaction amount of 11.982 million yuan for 30,000 shares and another for 3.6015 million yuan for 9,020 shares, both executed by Shenwan Hongyuan Securities [2]

Core Viewpoint - The announcement of share reduction by major shareholders of Kewell (688551.SH) indicates a strategic move to meet personal funding needs while maintaining the company's governance structure and control [1][2]. Shareholder Reduction Plan - Kewell's shareholders, Jingkun Investment and Hetu Investment, plan to reduce their holdings by a total of up to 1,968,799 shares, representing no more than 2.34% of the company's total share capital within three months after the announcement [1][2]. - Jingkun Investment intends to reduce up to 960,827 shares (1.14% of total shares), while Hetu Investment plans to reduce up to 1,007,972 shares (1.20% of total shares) [1][2]. - The reduction will be executed through centralized bidding and block trading, with a combined limit of 1% for centralized trading and 2% for block trading over any consecutive 90-day period [1]. Financial Implications - Based on Kewell's closing price of 40.95 yuan on September 5, the total amount from the planned reduction by both investors is approximately 80.62 million yuan [2]. - As of the announcement date, Jingkun Investment holds 2,124,546 shares (2.53% of total shares), and Hetu Investment holds 2,590,909 shares (3.08% of total shares), totaling 4,715,455 shares (5.61% of total shares) [2]. Employee Incentives - The share reduction is aimed at meeting the personal funding needs of employees who have held shares for several years, thereby enhancing the incentive mechanism for employees to create value for the company [2]. Previous Shareholder Activities - On August 7, Kewell reported that five directors and senior executives had previously reduced their holdings, with total reductions amounting to approximately 64.63 million yuan [3][4]. - The company went public on September 10, 2020, raising a total of 759 million yuan, with net proceeds of 690 million yuan after deducting issuance costs [4][6].

Core Points - The company announces a share reduction plan by its shareholders, Jingkun Investment and Hetu Investment, due to personal funding needs, which will not affect the company's control or governance structure [1][2][19] Shareholder Holdings - As of the announcement date, Jingkun Investment holds 2,124,546 shares (2.53% of total shares), and Hetu Investment holds 2,590,909 shares (3.08%), totaling 4,715,455 shares (5.61%) [1][2] Reduction Plan Details - Jingkun and Hetu Investments plan to reduce their holdings by up to 1,968,799 shares (not exceeding 2.34% of total shares) within three months after the announcement [1][2] - Jingkun Investment intends to reduce up to 960,827 shares (1.14%), while Hetu Investment plans to reduce up to 1,007,972 shares (1.20%) [1][2] Market Price and Adjustments - The reduction price will be determined by market conditions, and any corporate actions like dividends or stock splits during the reduction period will adjust the number of shares to be reduced accordingly [2][3] Employee Incentives - The reduction aims to meet the funding needs of employees who have held shares for several years, enhancing the incentive mechanism for employees to create value for the company [2][19] Compliance and Commitments - The shareholders have not reduced their holdings since the company went public, and they are committed to adhering to relevant regulations regarding share reductions [2][15][16]

Core Viewpoint - The announcement details the shareholding structure and the planned reduction of shares by major shareholders, specifically Jingkun Investment and Haitu Investment, due to personal funding needs, while ensuring that the company's governance and operational stability remain unaffected [1][2][12]. Shareholding Structure - As of the announcement date, Jingkun Investment holds 2,590,909 shares, accounting for 3.08% of the total share capital, while the combined holdings of Jingkun Investment and Haitu Investment total 4,715,455 shares, representing 5.61% of the total [1][3]. - Both Jingkun Investment and Haitu Investment acquired their shares before the company's initial public offering (IPO) and had their lock-up period lifted on March 11, 2024 [1][2]. Reduction Plan Details - Jingkun Investment and Haitu Investment plan to reduce their holdings by a total of up to 1,968,799 shares within three months after the announcement, which represents no more than 2.34% of the total share capital [1][2]. - Specifically, Jingkun Investment intends to reduce up to 960,827 shares (1.14% of total shares), while Haitu Investment plans to reduce up to 1,007,972 shares (1.20% of total shares) [1][3]. - The reduction will occur through centralized bidding and block trading, with specific limits on the number of shares that can be sold within a 90-day period [1][2]. Purpose of Reduction - The reduction is primarily driven by the personal funding needs of the shareholders, aiming to enhance the incentive mechanism for employees through the employee stock ownership plan [2][12]. - The reduction plan is not expected to lead to any change in the company's control or governance structure [2][12].

Mergers and Acquisitions - Water Holdings plans to acquire 100% equity of Huarka Sealing Products (Shanghai) Co., Ltd. for 25.716 million yuan, with the final price based on the audited net assets as of June 30, 2025 [1] - Yihua Tong has decided to terminate the major asset restructuring plan to acquire 100% equity of Dingzhou Xuyang Hydrogen Energy Co., Ltd. due to a lack of consensus among parties involved [2] Shareholding Changes - Huawu Co., Ltd. announces that its controlling shareholder and related parties plan to reduce their holdings by up to 3%, equating to no more than 11.8327 million shares [3] - Weishi Electronics' controlling shareholder plans to reduce holdings by up to 3%, which amounts to no more than 638,500 shares [4] - Koweil announces that shareholders plan to reduce their holdings by up to 2.34%, totaling no more than 1.9688 million shares [5] Investment Agreements - Aerospace Hongtu signed a strategic cooperation agreement with Pakistan for an internet satellite project worth 2.9 billion yuan [6] - ST Songfa's subsidiary signed contracts for the construction of two 30.6 million-ton ultra-large crude oil tankers, with a total contract value of approximately 200 to 300 million USD [7] - Guangqi Technology's subsidiary signed batch production contracts for metamaterials totaling 1.278 billion yuan, with deliveries scheduled by June 30, 2026 [9]

Mergers and Acquisitions - Water Holdings plans to acquire 100% equity of Walka Sealing Products (Shanghai) Co., Ltd. for 25.716 million yuan, with the final price based on the audited net assets as of June 30, 2025 [1] - Yihua Tong has decided to terminate the major asset restructuring plan to acquire 100% equity of Dingzhou Xuyang Hydrogen Energy Co., Ltd. due to a lack of consensus among parties involved [2] Shareholding Changes - Huawu Co., Ltd. announces that its controlling shareholder and related parties plan to reduce their holdings by up to 3%, equating to no more than 11.8327 million shares [3] - Weishi Electronics' controlling shareholder plans to reduce holdings by up to 3%, which amounts to no more than 6.385 million shares [4] - Koweil plans to reduce its shareholding by up to 2.34%, totaling no more than 1.9688 million shares [5] Investment Agreements - Aerospace Hongtu signed a strategic cooperation agreement with Pakistan for an internet satellite project worth 2.9 billion yuan, although specific procurement contracts are yet to be finalized [6] - *ST Songfa's subsidiary signed contracts for the construction of two 30.6 million-ton ultra-large crude oil tankers, with a total contract value estimated between 200 million to 300 million USD [7] - Guangqi Technology's subsidiary signed batch production contracts for advanced materials totaling 1.278 billion yuan, with significant deliveries scheduled by June 30, 2026 [8] Regulatory Issues - ST Lingnan and its former controlling shareholder are under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure regulations [9]

Summary of Key Points Core Viewpoint - On September 5, Guizhou Moutai disclosed its shareholding increase, while 24 listed companies announced shareholding reductions, indicating a mixed sentiment in the market regarding stock performance and investor confidence [1][2]. Group 1: Shareholding Increases - Guizhou Moutai's controlling shareholder, Moutai Group, received a commitment letter for a loan of up to 2.7 billion yuan from Agricultural Bank [2]. Group 2: Shareholding Reductions - A total of 24 companies reported shareholding reductions, including: - Aohai Technology: Shareholder plans to reduce holdings by up to 7 million shares [2]. - Ruihu Mould: Shareholder plans to reduce up to 3% of company shares [2]. - Guanghua Technology: Some executives plan to reduce a total of up to 477.81 thousand shares [2]. - Kaipu Detection: Vice President plans to reduce company shares [2]. - Liren Technology: Controlling shareholder plans to reduce up to 3% of shares [2]. - Tonghuashun: Controlling shareholder plans to reduce a total of up to 0.26% of shares [2]. - Kexin Innovation Source: One of the actual controllers plans to reduce up to 141.5 thousand shares [2]. - Other companies such as Feima International, Changjiang Materials, and others also reported various plans for share reductions [2].

Key Points - China Petroleum & Chemical Corporation (Sinopec) announced a cash dividend of RMB 0.088 per share, totaling RMB 10.662 billion [4] - Guokai Microelectronics is progressing with a share issuance and cash payment to acquire 94.366% of the equity in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. [5][6] - Phoenix Shipping's Vice General Manager Zhao Qiuling resigned due to work adjustments, while Wang Guozheng was appointed as the new financial director [7] - Guokai Co., Ltd. changed its stock abbreviation to Guokai Electronics, effective September 11, 2025 [8] - Xinhua Pharmaceutical's Vice General Manager Zheng Zhonghui resigned for personal reasons, holding 397,600 shares [9] - Uni-President's controlling shareholder's equity structure change was completed, transferring shares from the Ministry of Finance to Central Huijin Investment [10] - ST New Power may face delisting risk due to a negative audit opinion on its internal controls [11] - Huachuang Yuxin announced that 1.87% of its shares held by Shanghai Shiran Industrial Co., Ltd. will be auctioned [12][13] - Zhengbang Technology's subsidiary was accepted for reorganization by the court due to financial difficulties [14] - China Shipbuilding Defense's General Manager Chen Liping resigned due to work changes [15] - ST Lingnan and its former controlling shareholder are under investigation for information disclosure violations [16] - Hikvision's chairman proposed a mid-term dividend of RMB 4 per 10 shares, amounting to RMB 3.666 billion [17] - Huada Jiutian's shareholder plans to transfer 2.64% of the company's shares [18] - Poly Developments reported a signing amount of RMB 18.015 billion in August, a year-on-year decrease of 18.54% [19] - Muyuan Foods reported a revenue of RMB 11.85 billion from selling 7.001 million pigs in August, a year-on-year decrease of 12.30% [20] - Dongrui Co., Ltd. reported a revenue of RMB 160 million from selling 94,800 pigs in August, a month-on-month decrease of 5.48% [21] - Ankai Bus reported a cumulative production increase of 68.06% year-on-year [22] - Kweichow Moutai's controlling shareholder received a loan commitment of up to RMB 2.7 billion for stock repurchase [23] - Chengda Pharmaceutical's major shareholder plans to reduce its stake by 7.27% [24][25] - Kangchen Pharmaceutical's controlling shareholder plans to reduce its stake by up to 3% [26] - Koweil plans to reduce its stake by up to 2.34% [27] - Funeng Technology's shareholders plan to reduce their stake by up to 2% [28] - United Water's shareholder plans to reduce its stake by 3% [29] - Huayin Power's shareholder plans to reduce its stake by 1% [30] - Tianji Co., Ltd. reported a reduction of 0.61% in its controlling shareholder's stake [31] - Tonghuashun's controlling shareholder plans to reduce its stake by up to 138,310 shares [32] - JA Solar has not yet started its share repurchase plan [33] - Beite Technology plans to raise no more than RMB 300 million through a private placement [34] - Aerospace Hongtu signed a strategic cooperation agreement with Pakistan worth RMB 2.9 billion, which is still in preliminary stages [35][36] - Guangqi Technology signed contracts for mass production of metamaterials worth RMB 1.278 billion [37]

Group 1 - Baoti shares: The controlling shareholder has increased its stake by 1.004% [1] - Chengda Pharmaceutical: Qianhai Shengtai plans to reduce its holdings by 7.27% [1] - Huawu Co., Ltd.: Nie Jinghua and others plan to reduce their holdings by no more than 3% within three months [1] Group 2 - Changjiang Materials: The controlling shareholder plans to reduce its holdings by no more than 3% [1] - Weishi Electronics: The controlling shareholder's reduction plan does not exceed 3% [1] - Jialian Technology: A related party plans to reduce its holdings by 2.6166% within three months [1] Group 3 - Funeng Technology: Shareholders plan to reduce their holdings by no more than 2% [1] - Lanfeng Biochemical: Hainan Wenqin reduced its holdings by 2.00% [1] - Koweil: Shareholders Jingkun Investment and Hetu Investment plan to reduce their holdings by no more than 2.34% [1] Group 4 - Huayin Power: Hunan Energy plans to reduce its holdings by 1% [1] - Bid Pharmaceutical: Zhoushan Xinxin plans to reduce its holdings by 1.00% [1] - Guanhao High-tech: Shareholder Yuechuang Investment plans to reduce its holdings by no more than 1% [1] Group 5 - Juxin Technology: Zhuhai Chenyour plans to reduce its holdings by no more than 0.5% [1] - Tianji Shares: Shantou Tianji reduced its holdings by 0.61% [1]