科华控股: 北京德恒律师事务所关于《科华控股股份有限公司收购报告书》的法律意见

Core Viewpoint - The acquisition of Kewah Holdings Co., Ltd. is aimed at gaining control of the company based on its intrinsic value and growth potential, with plans to enhance its operational management and competitiveness in the market [11][12]. Group 1: Acquisition Details - The acquirer, Lu Hongping, plans to acquire a total of 30,000,000 shares from Kewah Holdings, with Lu Hongping acquiring 21,000,000 shares and Tu Han acquiring 9,000,000 shares [12][19]. - The first phase of the acquisition involves Lu Hongping and Tu Han acquiring 17,846,140 shares from Shanghai Jingyou, representing 9.18% of the total shares before the issuance [12][19]. - The second phase will see Tu Han acquiring 9,766,073 shares from Chen Hongmin and his associates, representing 5.02% of the total shares before the issuance [14][19]. Group 2: Shareholding Changes - After the completion of the first phase, Lu Hongping will hold 23,794,805 shares (12.24% of total shares), while Tu Han will hold 14,383,234 shares (7.40% of total shares) [13][15]. - Following the second phase, the total shares held by Lu Hongping and Tu Han will increase to 47,944,112 shares, representing 24.66% of the total shares before the issuance [15][19]. - Post the issuance of new shares, the combined shareholding of Lu Hongping and Tu Han is expected to rise to 77,944,112 shares, accounting for 34.73% of the total shares [16][19]. Group 3: Regulatory Compliance - The acquisition has undergone necessary approval processes, including compliance checks by the Shanghai Stock Exchange and the China Securities Regulatory Commission [12][19]. - The acquirers have committed to not seeking control of the company during their ownership period, as stated in the commitment letter provided by Chen Hongmin and Chen Xiaoke [18][19]. - The acquisition process includes signing various agreements, such as the share transfer agreements and the voting rights waiver agreement, to ensure compliance with regulatory requirements [12][19].