KANGHUA BIOLOGICAL(SZ:300841) Zheng Quan Zhi Xing·2025-07-20 08:21Core Viewpoint - Chengdu Kanghua Biological Products Co., Ltd. is undergoing a change in control as its controlling shareholder, Wang Zhentao, and other significant shareholders have signed a share transfer agreement with Shanghai Wankexin Biotechnology Partnership, which will result in Wankexin becoming the largest shareholder of the company [1][2][3] Summary by Sections Transaction Overview - The share transfer involves a total of 28,466,638 shares, representing 21.9064% of the company's total share capital after excluding repurchased shares [1][2] - The transfer price is set at CNY 65.0266 per share, totaling approximately CNY 1.851 billion [2][19] Shareholding Changes - Post-transaction, Wang Zhentao will hold 10,503,517 shares (8.0829%) and will delegate voting rights for these shares to Wankexin [3][5] - Wankexin will hold 28,466,638 shares (21.9064%) and will have a voting power of 29.9893% after the transfer [5][3] Financial Arrangements - Wankexin plans to finance the acquisition through a combination of self-funding (CNY 701 million) and bank loans (CNY 1.15 billion), with a portion of the acquired shares potentially pledged to secure financing [16][19] - The payment for the shares will be made in four installments, with the first payment of CNY 50 million due shortly after the agreement is finalized [19][20] Performance Commitments - The sellers, including Wang Zhentao and Aokang Group, have committed to a performance guarantee, ensuring that the company's net profit for 2025 and 2026 will not be less than CNY 728 million [23][24] - If the performance targets are not met, the sellers are obligated to compensate Wankexin [24][25] Governance Changes - Following the transaction, the board of directors will consist of nine members, with Wankexin entitled to nominate a majority of the directors [26] - The company will not have a supervisory board, and the functions will be taken over by the audit committee of the board [26]