Core Points - The controlling shareholder and actual controller of Kehua Holdings Co., Ltd. will change from Chen Hongmin and Chen Xiaoke to Lu Hongping and Tu Han [1][2] - The change will occur through a series of share transfer agreements, with the first phase involving the transfer of 31,454,679 shares [2][3] - Following the completion of the first phase, the acquirers will hold 19.64% of the shares, and their voting rights will be adjusted accordingly [3][7] - A second phase of share transfer is planned, with a total of 9,766,073 shares to be acquired by the new controllers [2][8] - The company plans to issue 30,000,000 A-shares, with the acquirers intending to fully subscribe to this issuance [4][9] - After the issuance, the acquirers' shareholding will increase to 34.73%, while the original controllers' shareholding will decrease to 11.16% [9][10] Share Transfer Details - The first phase of the share transfer involves a total payment of approximately 517.74 million yuan for the shares [14][24] - The share transfer price is set at 16.46 yuan per share, with the total transfer price for the first phase being 293,747,464.40 yuan [16][26] - The second phase of the share transfer is expected to be completed by March 31, 2026, with specific agreements to be signed by January 10, 2026 [2][8] Corporate Governance Changes - Post-transfer, the new controllers will have the right to nominate four non-independent directors and several vice presidents [3][7] - The original controllers will retain the right to nominate two non-independent directors, ensuring a balance in governance [7][8] Financial Implications - The total expected fundraising from the share issuance is approximately 326.1 million yuan, aimed at improving the company's liquidity [9][10] - The funds raised will be used to enhance the company's working capital and improve its financial structure [10][11]
科华控股: 科华控股股份有限公司关于控股股东及实际控制人拟发生变更的提示性公告