KDL(SH:603987) Zheng Quan Zhi Xing·2025-09-02 11:25Core Viewpoint - The announcement details the agreement for the transfer of shares from the controlling shareholder of Shanghai Kangdai Enterprise Development Group Co., Ltd. to Changsha Medical Investment Co., Ltd., aimed at enhancing strategic collaboration and optimizing the company's governance structure [1][3]. Summary by Sections 1. Overview of the Share Transfer - The controlling shareholder, Shanghai Kangdai Holding Group Co., Ltd., will transfer 21,839,544 shares (5% of total shares) at a price of 10.81 yuan per share, totaling approximately 236.09 million yuan [1][2]. - The buyer, Changsha Medical Investment Co., Ltd., commits to not reducing their holdings for 12 months post-transfer [1]. 2. Background and Purpose of the Transfer - The share transfer aims to deepen the strategic layout of Kangdai Group, promote collaborative synergies, and enhance market competitiveness in the consumer healthcare sector [3]. 3. Parties Involved - Transferor: Shanghai Kangdai Holding Group Co., Ltd. - Established: August 2, 2006 - Main business: Industrial investment, mergers, and asset management [4]. - Transferee: Changsha Medical Investment Co., Ltd. - Established: September 7, 2017 - Main business: Investment activities, management consulting, and wholesale/retail of various goods [4]. 4. Financial Data of the Transferee - Total assets: 612.19 million yuan - Total liabilities: 265.79 million yuan - Revenue: 1.83 million yuan - Net profit: 121.75 million yuan [4]. 5. Key Terms of the Share Transfer Agreement - The transfer price is based on a 20% premium over the average closing price of the last 20 trading days before August 29, 2025 [5]. - Payment terms include an initial 50% payment within 10 working days of signing the agreement, with the remaining 50% due within 3 working days after the share transfer [6]. 6. Conditions for Completion - The transfer is subject to compliance confirmation from the Shanghai Stock Exchange and registration with the China Securities Depository and Clearing Corporation [2][6]. - If conditions are not met within three months, either party may terminate the agreement without penalty [6]. 7. Additional Arrangements - Upon completion of the share transfer, the transferee has the right to nominate one director to the board of the target company [9].