上市地点：深圳证券交易所 股票简称：康华生物 股票代码：300841 成都康华生物制品股份有限公司 简式权益变动报告书 上市公司名称：成都康华生物制品股份有限公司 信息披露义务人名称：济南康悦齐明投资合伙企业（有限合伙） 住所/通讯地址：山东省济南市市中区英雄山路 129 号祥泰广场 1 号 楼 2904（51）室 六、信息披露义务人承诺本报告不存在虚假记载、误导性陈述或重大遗漏， 并对其真实性、准确性、完整性承担个别和连带的法律责任。 | 第一节 释义 | | 1 | | --- | --- | --- | | 第二节 | 信息披露义务人介绍 | 2 | | 第三节 | 权益变动目的及持股计划 | 4 | | 第四节 | 权益变动方式 | 5 | | 前 第五节 6 | 个月内买卖公司股票的情况 | 18 | | 第六节 | 其他重大事项 | 19 | | 第七节 备查文件 | | 20 | | 信息披露义务人声明 | | 22 | | 简式权益变动报告书 | | 23 | 股份变动性质：股份减少(协议转让) 签署日期：2025 年 7 月 22 日 信息披露义务人声明 一、本报告书系信息披露义务人依据《中 ...

Core Viewpoint - The article discusses the transfer of control of Kanghua Biological (300841.SZ) to Wanke Xin Biological Technology Partnership, highlighting the implications of this change in ownership and the financial struggles faced by Kanghua Biological [1][3]. Group 1: Share Transfer Details - Kanghua Biological's controlling shareholder, Wang Zhentao, along with associated parties, plans to transfer a total of 28.47 million shares, representing 21.91% of the total share capital, to Wanke Xin Biological at a price of 65.03 yuan per share, totaling 1.851 billion yuan [1]. - After the transfer, Wanke Xin Biological will hold 29.99% of the voting rights in Kanghua Biological, effectively changing the controlling shareholder from Wang Zhentao to Wanke Xin Biological [1]. Group 2: Background of Wanke Xin Biological - Wanke Xin Biological was established on July 8, 2025, and is indirectly controlled by the Shanghai State-owned Assets Supervision and Administration Commission (SASAC) through a series of nested equity relationships [3]. - Shanghai Pharmaceutical Group holds a 19.79% stake in Wanke Xin Biological, while a private equity fund holds 80.2%, with significant contributions from Shanghai Guotou and Shanghai Pharmaceutical [3][6]. Group 3: Financial Performance of Kanghua Biological - Kanghua Biological has faced declining performance, with a 9.23% decrease in revenue to 1.432 billion yuan in 2024 and a 21.71% drop in net profit to 399 million yuan [8]. - In Q1 2025, the company reported a 55.70% decline in total revenue to 138 million yuan and an 86.14% decrease in net profit to approximately 20.71 million yuan [8][9]. Group 4: Shareholder Dynamics - Wang Zhentao and his associated parties have high levels of pledged shares, with 89.20% of Wang's shares and 71.91% of Aokang Group's shares pledged, indicating a pressing need for liquidity [9]. - Following the control change, Wang will retain 8.08% of Kanghua Biological's shares, but the voting rights will be entrusted to Wanke Xin Biological, marking his exit from management [9].

7月21日，康华生物（300841.SZ）股票开市起复牌。前一日，康华生物发布关于公司控制权变更进展的相关公告，公告指出，7月18日，公司收到控股股 东、实际控制人王振滔及其一致行动人奥康集团、持股5%以上股东康悦齐明与万可欣生物签订的《股份转让协议》，及王振滔与万可欣生物签订的《表决 权委托协议》。 根据《股份转让协议》，万可欣生物拟使用自有资金和自筹资金以协议转让的方式受让王振滔、奥康集团、康悦齐明合计持有的2846.66万股公司股份。 本次转让价格为每股65.03元，股份转让价款合计为18.51亿元。根据《表决权委托协议》，股份转让后，王振滔将其个人持有的剩余1050.35万股公司股份 （占剔除公司回购账户股份后总股本的8.0829%）对应的表决权、提名和提案权、参会权独家、无偿且不可撤销地委托给万可欣生物行使。 本次股份转让完成及表决权委托后，万可欣生物拥有公司表决权的比例为29.99%，公司控股股东将由王振滔变更为万可欣生物，因万可欣生物无实际控制 人，公司实际控制人将由王振滔变更为无实际控制人。 7月21日复牌首日，康华生物股票报收67.06元/股，下跌6.87%。而在停牌前的最后交易日即7月11 ...

Core Viewpoint - Chengdu Kanghua Biological announced a significant share transfer and voting rights delegation agreement, resulting in a change of control to Wankexin Biological, which will now hold approximately 29.99% of voting rights in the company [1][4]. Share Transfer Details - The share transfer involves approximately 28.47 million shares, representing 21.9064% of the total share capital after excluding repurchased shares, at a price of 65.0266 yuan per share, totaling around 1.85 billion yuan [1][2]. - Post-transaction, Wang Zhentao will hold about 10.50 million shares (8.0829% of total shares) and delegate voting rights to Wankexin Biological [1][2]. Change in Control - The controlling shareholder of Kanghua Biological will shift from Wang Zhentao to Wankexin Biological, which is part of the Shanghai Biomedicine M&A Fund, with no ultimate controller [4][6]. - The Shanghai Biomedicine M&A Fund aims to support mergers and acquisitions in the biomedicine sector, with a total fund size of 10 billion yuan [6]. Business Outlook and Strategy - Kanghua Biological plans to leverage Shanghai's high-end research resources and talent to enhance its industrialization, manufacturing capabilities, and market share [7]. - The acquisition is expected to facilitate collaboration with leading universities and improve supply chain capabilities through access to advanced production facilities [7]. Financial Performance and Commitments - Kanghua Biological has set performance commitments, requiring a total net profit of no less than 728 million yuan and R&D expenses of at least 260 million yuan during the commitment period from 2025 to 2026 [7]. - The company has experienced a decline in revenue since reaching a peak of 1.577 billion yuan in 2023, with a significant drop in net profit [8]. Market Dynamics - The domestic rabies vaccine market is slowing down, with Kanghua Biological's main product facing increased competition since 2024 [8][13]. - The company’s production and batch release of its high-end rabies vaccine have decreased significantly, reflecting adjustments in production plans based on inventory and sales forecasts [13].

Core Viewpoint - Kanghua Biotech (300841.SZ) has resumed trading with a stock price drop of 8.35% to 66.00 yuan following the announcement of a significant share transfer agreement that will change the company's control [1][2]. Share Transfer Agreement - On July 18, 2025, Kanghua Biotech signed a share transfer agreement involving its controlling shareholder Wang Zhentao and other major shareholders, transferring a total of 28.46638 million shares to Shanghai Wankexin Biotechnology Partnership, accounting for 21.9064% of the total share capital after excluding repurchased shares [1][2][4]. - Following the transfer, Wang Zhentao will delegate voting rights for 10.503517 million shares (8.0829% of total shares) to Wankexin, resulting in Wankexin holding 29.9893% of voting rights, thus changing the controlling shareholder from Wang Zhentao to Wankexin, with no actual controller thereafter [2][3]. Financial Details of the Transaction - The total consideration for the share transfer is 1.851088682 billion yuan, with a per-share price of 65.0266 yuan. The payment will be made from Wankexin's own and raised funds [4][8]. - Wankexin plans to finance the acquisition through a combination of self-funding (700 million yuan) and bank loans (1.15 billion yuan), with a loan term of no less than 7 years [4][8]. Company Performance - Kanghua Biotech has experienced a decline in both revenue and net profit over the past three years, with 2024 revenue reported at 1.432 billion yuan, down 9.23% from 2023, and net profit at 398.65 million yuan, down 21.71% [10][11]. - In Q1 2025, the company reported a revenue of 138 million yuan, a significant drop of 55.70% year-on-year, and a net profit of 2.07 million yuan, down 86.15% [12][10]. Shareholder Structure - The major shareholders prior to the transaction included Wang Zhentao, Aokang Group, and Jinan Kangyue Qiming Investment Partnership, with Aokang Group holding 12.5478% and Wang Zhentao holding 10.7772% [3][5]. - Post-transaction, Wankexin will become the largest shareholder, significantly altering the ownership landscape of Kanghua Biotech [2][3].

Group 1 - Chengdu Kanghua Biological Products Co., Ltd. announced the transfer of approximately 28.47 million shares, representing 21.91% of the total share capital after excluding repurchased shares, to Shanghai Wankexin Biotechnology Partnership for a consideration of 1.85 billion yuan [1] - Following the share transfer, Wang Zhentao will delegate his voting rights and other rights associated with 10.50 million shares, representing 8.08% of the total share capital, to Wankexin Biotechnology, resulting in Wankexin holding approximately 29.99% of the voting rights in Kanghua [1] - The change in control will shift from Wang Zhentao to Wankexin Biotechnology, which has no actual controller, indicating a transition to a state of no actual controller for Kanghua [1] Group 2 - Wankexin Biotechnology was established on July 8, 2025, with Shanghai Biomedical M&A Private Equity Fund holding approximately 80.21% of its partnership shares, indicating strong backing from significant investors [2] - The Shanghai Biomedical M&A Fund, which includes major contributors like Shanghai Guotou Xiandai Private Equity Fund, aims to empower leading enterprises in the biopharmaceutical sector, focusing on innovative drugs and high-end medical devices [2][3] - The entry of Wankexin as a new controlling entity is expected to enhance Kanghua's strategic flexibility and attract diverse resources and collaboration opportunities, supported by the financial strength of its new shareholders [3] Group 3 - Kanghua Biological specializes in the research, production, and sales of human vaccines, being the first in China to produce human diploid cell rabies vaccines, showcasing its strong R&D capabilities [3] - The company has established a solid brand image and stable customer base in the biopharmaceutical sector, although it faces challenges such as intense competition and rapid technological advancements [4] - The financial backing from Wankexin, which has connections to Shanghai state-owned assets, is anticipated to provide substantial support for Kanghua's R&D investments and capacity expansion [4]

Core Viewpoint - The transfer of shares in Kanghua Biological by its major shareholders to Wankexin Biological marks a significant change in control, with implications for the company's governance and future performance [1][2] Group 1: Share Transfer Details - Kanghua Biological's major shareholders, including Wang Zhentao and Aokang Group, plan to transfer a total of 28.4666 million shares, representing 21.91% of the total share capital, to Wankexin Biological at a price of 65.03 yuan per share, totaling 1.851 billion yuan [1] - Following the transaction, Aokang International will exit completely, and Kangyue Qiming's stake will decrease to 0.58%, while Wankexin Biological will hold 29.99% of the voting rights [1] - The control of Kanghua Biological will shift from Wang Zhentao to Wankexin Biological, which has no actual controller [1] Group 2: Financial Performance and Commitments - Aokang Group and Wang Zhentao have made performance commitments, ensuring that Kanghua Biological's net profit for 2025 and 2026 will not be less than 728 million yuan, with R&D expenses during this period totaling at least 260 million yuan [2] - Kanghua Biological's main business focuses on the research, production, and sales of human vaccines, with its core product being the freeze-dried human rabies vaccine [2] - The company's financial performance has been declining, with net profits decreasing for three consecutive years, and a significant drop in revenue and profit in the first quarter of the current year [2]

Core Viewpoint - Chengdu Kanghua Biological Products Co., Ltd. has received an updated "Drug Production License" from the Sichuan Provincial Drug Administration, allowing the company to resume production of the ACYW135 meningococcal polysaccharide vaccine, which meets GMP requirements [1][2]. Group 1: Drug Production License Information - The updated "Drug Production License" is valid until December 9, 2025, and allows the production of preventive biological products, specifically the ACYW135 meningococcal polysaccharide vaccine [1]. - The production facilities include a bacterial vaccine workshop and a packaging workshop located at 182 Beijing Road, Chengdu Economic and Technological Development Zone [2]. Group 2: Impact on the Company - The ACYW135 meningococcal polysaccharide vaccine is used to prevent meningitis caused by serogroups A, C, Y, and W135, and has been exported to 10 countries since its launch [2]. - The approval for the vaccine production facility to meet GMP standards is expected to enhance the company's product structure and better meet market demand, although it is noted that there will be no significant short-term impact on the company's performance [2].

Core Viewpoint - The company, Kanghua Biological (300841), has received an updated drug production license from the Sichuan Provincial Drug Administration, allowing the resumption of production for the ACYW135 group meningococcal polysaccharide vaccine, which is now compliant with GMP standards [1] Group 1: Regulatory Approval - The production workshop for the ACYW135 group meningococcal polysaccharide vaccine has passed the GMP compliance inspection, indicating readiness for production [1] - The vaccine will be available for market sale after obtaining the qualified certificate from the China Food and Drug Inspection Institute [1] Group 2: Product and Market Impact - The vaccine is primarily used to prevent epidemic meningitis caused by various strains of meningococci and has already been exported to 10 countries [1] - The recent changes will help the company improve its product structure, although there is no significant short-term impact on financial performance [1]

Core Viewpoint - Chengdu Kanghua Biological Products Co., Ltd. (300841), primarily engaged in the research, production, and sales of human vaccines, announced a change in control on July 21, 2025, with the actual controller shifting from Wang Zhentao to Shanghai Wankexin Biotechnology Partnership, which will become the new controlling shareholder [1][3]. Group 1: Share Transfer and Control Change - The share transfer agreement involves Wang Zhentao, Aokang Group, and other shareholders transferring a total of 28,466,638 shares, representing 21.9064% of the total share capital after excluding repurchased shares, to Wankexin Biotechnology [1][3]. - Following the transfer, Wankexin will hold a voting power of 29.9893%, while Wang Zhentao will delegate the voting rights of 10,503,517 shares (8.0829% of total shares) to Wankexin [1][3]. Group 2: New Controlling Shareholder - Shanghai Wankexin was established just 10 days prior to the announcement, on July 8, 2025, with a registered capital of 763.01 million yuan [3][4]. - The main partners of Wankexin include Shanghai Bio-Medical M&A Private Equity Fund Partnership, which holds 80.209% of the partnership shares, and Shanghai Pharmaceutical Group, which holds 19.790% [4][5]. Group 3: Financial Aspects of the Acquisition - The total consideration for the share transfer is 1.851 billion yuan, with funding sourced from Wankexin's own funds and bank loans [7]. - Wankexin plans to contribute 701 million yuan from its own funds and 1.15 billion yuan from bank loans, with part of the acquired shares pledged as collateral for financing [7][8]. Group 4: Financial Performance of Kanghua Biological - Kanghua Biological's net profit has declined significantly from 829.48 million yuan in 2021 to 398.65 million yuan in 2024, representing a year-on-year decrease of 21.71% [9][10]. - The company's first-quarter net profit for 2025 was reported at 20.71 million yuan, a staggering decline of 86% compared to the previous year [9][10]. Group 5: Background of the Previous Controller - Wang Zhentao, known as the "Wenzhou Shoe King," has seen his other company, Aokang Footwear, report losses for three consecutive years, indicating potential challenges in management and operational performance [9][11].