科林电气: 中信证券股份有限公司关于青岛海信网络能源股份有限公司收购石家庄科林电气股份有限公司之2025年第一季度持续督导意见

Core Viewpoint - The acquisition of Shijiazhuang Kelin Electric Co., Ltd. by Qingdao Hisense Network Energy Co., Ltd. is aimed at consolidating its position as the largest voting shareholder and enhancing its strategic development [1][4]. Group 1: Acquisition Details - Hisense Network Energy plans to acquire 54,502,594 shares of Kelin Electric, representing 20.00% of the total share capital, at a price of 27.17 RMB per share [3][5]. - Prior to the acquisition, Hisense Network Energy held 22,872,234 shares, which accounted for 10.07% of Kelin Electric's total share capital [4][5]. - Following the acquisition, Hisense Network Energy will hold a total of 95,207,996 shares, representing 34.94% of Kelin Electric's total share capital [6]. Group 2: Compliance and Governance - Hisense Network Energy has committed to avoiding unnecessary related-party transactions and will conduct necessary transactions on fair and reasonable terms [7][8]. - The company has also pledged to maintain the independence of Kelin Electric in terms of personnel, assets, and finances, ensuring that it operates independently [12][13]. - During the ongoing supervision period, Hisense Network Energy has adhered to the regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [19]. Group 3: Future Plans - There are currently no plans to make significant changes to Kelin Electric's main business or to undertake major asset sales, mergers, or restructuring within the next 12 months [14][15]. - Hisense Network Energy does not intend to alter the dividend policy of Kelin Electric significantly in the near future [17]. - The company has no plans to modify any provisions in Kelin Electric's articles of association that could obstruct the acquisition of control [16].