科华控股股份有限公司关于公司股东协议转让股份暨权益变动的提示性 公告

Summary of Key Points Core Viewpoint - The announcement details a share transfer agreement involving Kewah Holdings, where the controlling shareholder, Lu Hongping, acquires 9,766,073 shares (5.02% of total shares) from Chen Hongmin and his associates at a price of 18.93 CNY per share, totaling approximately 184.87 million CNY. This transfer will not change the company's controlling shareholder or actual controller [2][3][24]. Group 1: Share Transfer Overview - The share transfer agreement was signed on January 8, 2026, between Lu Hongping and Chen Hongmin, along with his associates [2]. - The transfer price is set at 18.93 CNY per share, amounting to 184,871,761.89 CNY for the total shares being transferred [2][11]. - Prior to this transfer, Chen Hongmin and his associates held 17.91% of shares, while Lu Hongping and Tu Han held 19.64% [3][24]. Group 2: Purpose and Background of the Transfer - Lu Hongping and Tu Han aim to consolidate control over Kewah Holdings through this transfer and a planned capital increase, recognizing the company's core business and future growth potential [6]. - The agreement includes a prior transaction where Lu Hongping and Tu Han acquired 31,454,679 shares (16.18% of total shares) from Chen Hongmin and his associates in August 2025 [6]. Group 3: Approval and Compliance - The share transfer is subject to compliance review by the Shanghai Stock Exchange and must be registered with the China Securities Depository and Clearing Corporation [3][7]. - The completion of the transfer is uncertain and depends on regulatory approvals [3][25]. Group 4: Financial Arrangements - The payment for the shares will be made in three installments, with the first payment of approximately 73.95 million CNY due within five working days of the agreement's signing [11][12]. - Subsequent payments are contingent upon regulatory approval and completion of share transfer registration [12][13]. Group 5: Rights and Obligations - The rights and obligations associated with the shares will transfer to Lu Hongping upon completion of the share transfer [14]. - Both parties are required to cooperate to ensure compliance with regulatory requirements during the transition period [16].