Group 1 - The core point of the article is that Kede Education (300192) is planning a change in control after a previous attempt with the Shiyan State-owned Assets Supervision and Administration Commission failed [1][3] - The controlling shareholder, Wu Xianliang, intends to transfer 77.5843 million shares, representing 23.57% of the total share capital, to Shenzhen Huaxin Future Investment Partnership and China Orient International Asset Management [1][3] - The transfer price is set at 17.21 yuan per share, which is approximately 21.67% lower than the latest closing price of 21.97 yuan, totaling 1.335 billion yuan [3][4] Group 2 - After acquiring shares, Orient International Asset Management will act in concert with Huaxin Future in company decisions, leading to a change in the controlling shareholder to Huaxin Future and the actual controller to Zhou Qichao [3] - Zhou Qichao has held various executive positions in multiple listed companies and has a background in education and public affairs [3] - The transaction is based on recognizing the value of Kede Education, with plans to optimize management and resource allocation to enhance the company's strategic development and profitability [4] Group 3 - Kede Education's main business includes education and ink production, with the education segment covering vocational schools and training, while the ink segment involves R&D and sales of printing inks [4][5] - During a three-year transition period from 2025 to 2027, the ink business will be integrated into a subsidiary, while the education segment will maintain its existing management structure [5] - For the first three quarters of 2025, Kede Education reported revenue of 557 million yuan, a year-on-year decline of 3.64%, and a net profit of 92.4493 million yuan, down 12.98% [5]

华芯未来及其一致行动人东方国际资管已出具承诺，在本次权益变动中，通过协议受让取得的股份自过 户登记完成之日起18个月内不进行转让；前述股份在锁定期内由于上市公司送红股、转增股本等原因增 持的上市公司股份，也按照前述承诺执行；但该等股份在同一实际控制人控制的不同主体之间进行转让 不受前述18个月的限制。周启超已出具承诺，在本次权益变动完成后，36个月内不改变对于华芯未来的 实际控制，不改变对于上市公司的实际控制。 除《股份转让协议》中"原有业务及相关承诺"相关约定外，华芯未来及其一致行动人东方国际资管无其 他在未来12个月内对上市公司或其子公司的资产和业务进行出售、合并、与他人合资或合作的计划，或 上市公司拟购买或置换资产的重组计划。 1月8日晚，科德教育（300192）公告称，公司控股股东、实际控制人吴贤良拟转让23.57%公司股份。 公司控股股东、实际控制人将发生变更，华芯未来将成为公司控股股东，公司实际控制人将变更为周启 超。 控制权将发生变更 依据科德教育1月8日晚间公告，吴贤良于1月8日与华芯未来、东方国际资管签署了《关于苏州科德教育 科技股份有限公司的股份转让协议》。吴贤良拟以协议转让方式将其持有的 ...

Group 1 - The core point of the news is that Kede Education's controlling shareholder, Wu Xianliang, is transferring 77,584,267 shares to Shiyan Zhongjing Hedao Enterprise Management Partnership for a total of 1.142 billion yuan, which will result in Zhongjing Hedao becoming the controlling shareholder of Kede Education [1] - The transaction price per share is set at 14.72 yuan, and if completed, the Shiyan Municipal Government State-owned Assets Supervision and Administration Commission will become the actual controller of the company [1] - Kede Education, listed on the Growth Enterprise Market in 2011, operates in two main sectors: vocational education and ink production, with the education sector including vocational schools and training [1] Group 2 - There will be a three-year transition period for the existing business operations, during which all assets related to the ink sector will be integrated into Suzhou Kesiwood Color Technology Co., Ltd for independent accounting [2] - Wu Xianliang will continue to manage the ink sector's R&D, production, and sales, ensuring stability in the core management team and relationships with suppliers and customers [2] - If the ink sector incurs losses during the transition period, Wu Xianliang is obligated to compensate the company in cash within 60 days of the audit report [2] Group 3 - Wu Xianliang has committed to completing the separation of the ink business during the transition period, with a cash purchase of all related assets and liabilities to be negotiated based on a professional valuation [3] - The education business will maintain its existing management model during the transition, with Wu Xianliang assisting in stabilizing the core management team [3] - The transaction is expected to enhance the company's strategic development, optimize its industrial structure, and improve operational efficiency, ultimately benefiting shareholder returns [3]