Keg Precision Machinery's actual controller plans to cash out 362 million yuan, previously cashing out a total of 143 million yuan.

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China Economic Network, Beijing, March 26 - Kaige Precision Machinery (301338.SZ) disclosed the “Pre-disclosure Announcement on the Reduction of Shares by the Consistent Actors of the Controlling Shareholder and Actual Controller” last night.

According to the announcement, shareholders Texas Kailinger Investment Partnership (Limited Partnership) (hereinafter referred to as “Texas Kailinger”), Dongguan Kaichuang Investment Consulting Center (Limited Partnership) (hereinafter referred to as “Dongguan Kaichuang”), and Dongguan Kailin Investment Consulting Center (Limited Partnership) (hereinafter referred to as “Dongguan Kailin”) plan to reduce their holdings of the company’s shares by a total of no more than 2,128,000 shares, accounting for 2.00% of the company’s total share capital, within three months after 15 trading days from the date of the announcement (from April 17, 2026, to July 16, 2026) through centralized bidding trading and block trading.

Among them, the number of shares reduced through centralized bidding trading shall not exceed 1.00% of the total number of company shares within any consecutive 90 natural days; the number of shares reduced through block trading shall not exceed 1.00% of the total number of company shares within any consecutive 90 natural days.

Based on the company’s closing price of 170 yuan on the previous trading day, Texas Kailinger, Dongguan Kaichuang, and Dongguan Kailin plan to cash out approximately 361,760,000 yuan.

As of the announcement date, Texas Kailinger holds 6,380,000 shares of Kaige Precision Machinery, accounting for 6.00% of the company’s total share capital; Dongguan Kaichuang holds 354,400 shares, accounting for 0.33% of the company’s total share capital; Dongguan Kailin holds 275,950 shares, accounting for 0.26% of the company’s total share capital. The three together hold 7,010,350 shares, accounting for 6.59% of the total share capital.

Texas Kailinger, Dongguan Kaichuang, and Dongguan Kailin are all employee stock ownership platforms where the company’s controlling shareholder and actual controller Qiu Guoliang serves as the executive partner, forming a consistent action relationship with the company’s controlling shareholder and actual controller.

The implementation of this reduction plan will not lead to a change in the company’s control and will not have a significant impact on the company’s governance structure and sustainable operation.

Texas Kailinger, Dongguan Kaichuang, and Dongguan Kailin previously cashed out a total of 142,548,200 yuan.

According to Sina Finance, data shows that Texas Kailinger initially held 7 million shares, accounting for 6.58% of the total share capital. Texas Kailinger began reducing its holdings of Kaige Precision Machinery shares on September 19, 2025, and so far has cumulatively reduced its holdings by 620,000 shares, cashing out approximately 44,216,900 yuan.

Dongguan Kaichuang initially held 1.1112 million shares, accounting for 1.04% of the total share capital. Dongguan Kaichuang began reducing its holdings of Kaige Precision Machinery shares on September 19, 2025, and so far has cumulatively reduced its holdings by 756,900 shares, cashing out approximately 50,657,100 yuan.

Dongguan Kailin initially held 988,000 shares, accounting for 0.93% of the total share capital. Dongguan Kailin began reducing its holdings of Kaige Precision Machinery shares on September 19, 2025, and so far has cumulatively reduced its holdings by 712,800 shares, cashing out approximately 47,674,200 yuan.

Previously, information showed that the Guangdong Securities Regulatory Bureau issued a decision on October 21, 2025, to order Dongguan Kaige Precision Machinery Co., Ltd. to correct its actions and issued warning letters to Qiu Guoliang, Liu Xiaoning, Song Kaiping, and Qiu Jinglin (〔2025〕113号). After investigation, Kaige Precision Machinery was found to have the following violations:

First, the fundraising project “R&D and Testing Center Project” exceeded the planned payment for personnel salaries. The company’s IPO prospectus disclosed that the “R&D and Testing Center Project” added personnel salaries of 17,887,600 yuan, and by the end of 2023, the company had allocated a total of 44,799,900 yuan for the new personnel salaries, exceeding the planned amount by 26,912,300 yuan. The company did not fulfill the required review procedures and information disclosure obligations in advance regarding the above-mentioned excess use of raised funds, and only completed the review procedures and disclosure at the 11th meeting of the second board of directors on August 28, 2024, and the first extraordinary general meeting of shareholders in September 2024.

Second, the fundraising project “Precision Intelligent Manufacturing Equipment Production Base Construction Project” allocated salaries for personnel not related to the project. From June 2023 to April 2024, the company used its fundraising account to pay 2,041,700 yuan in salaries for temporary employees and interns unrelated to the fundraising project, and replaced 3,183,600 yuan in salaries for production personnel, totaling 5,225,300 yuan allocated to the “Precision Intelligent Manufacturing Equipment Production Base Construction Project.”

The above actions of the company do not comply with Article 6 and the first paragraph of Article 12 of the “Guidelines for the Supervision of Listed Companies No. 2 - Management and Use of Funds Raised by Listed Companies” (CSRC Announcement [2022] No. 15) and violate the first paragraph of Article 3 of the “Administrative Measures for Information Disclosure of Listed Companies” (CSRC Order No. 182, hereinafter the same).

The company’s chairman Qiu Guoliang, then-general manager Liu Xiaoning, then-financial director Song Kaiping, and board secretary Qiu Jinglin failed to fulfill their due diligence obligations as stipulated in Article 4 of the “Administrative Measures for Information Disclosure of Listed Companies,” and bear primary responsibility for the company’s above violations.

According to Article 52 of the “Administrative Measures for Information Disclosure of Listed Companies,” the Guangdong Securities Regulatory Bureau decided to take regulatory measures to order the company to correct its actions and issued warning letters to Qiu Guoliang, Liu Xiaoning, Song Kaiping, and Qiu Jinglin.

On the 23rd, the Shenzhen Stock Exchange released a regulatory letter regarding Dongguan Kaige Precision Machinery Co., Ltd. and related parties (Entrepreneurial Board Regulatory Letter [2025] No. 128). According to the facts clarified by the Guangdong Securities Regulatory Bureau in its decision (〔2025〕113号) to order Dongguan Kaige Precision Machinery Co., Ltd. to correct its actions, the above actions of Kaige Precision Machinery violated Article 1.4 and Article 5.1.1 of the “Rules for Listing of Stocks on the Growth Enterprise Market (Revised 2024)” and Article 1.3 and Article 6.3.1 of the “Guidelines for Self-regulatory Supervision of Listed Companies No. 2 - Standard Operations of Growth Enterprise Market Listed Companies (Revised December 2023).”

Kaige Precision Machinery’s chairman Qiu Guoliang, then-general manager Liu Xiaoning, then-financial director Song Kaiping, and board secretary Qiu Jinglin failed to diligently perform their duties and fulfill their obligations of honesty and diligence, violating Article 1.4, Article 4.2.2, and Article 5.1.2 of the “Rules for Listing of Stocks on the Growth Enterprise Market (Revised 2024).”

Kaige Precision Machinery, Qiu Guoliang, Liu Xiaoning, Song Kaiping, and Qiu Jinglin should fully pay attention to the above issues, learn from the lessons, rectify in a timely manner, and prevent the recurrence of the above issues.

On August 16, 2022, Kaige Precision Machinery was listed on the Shenzhen Stock Exchange’s Growth Enterprise Market, with a public offering of 19 million shares, all of which were new stock issues, with no transfer of old shares, accounting for 25% of the total share capital after issuance, and the issuance price was 46.33 yuan/share. The sponsoring institution (lead underwriter) was Guosen Securities Co., Ltd., and the sponsoring representatives were Fu Aichun and Zhu Jinfeng.

Kaige Precision Machinery’s total fundraising amount from the initial public offering was 880,270,000 yuan, and after deducting issuance expenses (excluding VAT), the net fundraising amount was 819,965,800 yuan. Kaige Precision Machinery’s final net fundraising amount was 30,709,600 yuan more than originally planned. On August 10, 2022, the prospectus released by Kaige Precision Machinery indicated that the company planned to raise 512,875,200 yuan, which would be used for the precision intelligent manufacturing equipment production base construction project, R&D and testing center project, process and product display center project, and to supplement working capital.

Kaige Precision Machinery’s total issuance expenses amounted to 60,304,200 yuan, and Guosen Securities Co., Ltd. received underwriting fees of 44,013,500 yuan.

The company plans to distribute a cash dividend of 5 yuan (including tax) for every 10 shares in its 2022 annual equity distribution, while also converting 4 shares from capital reserves for every 10 shares to all shareholders. The ex-dividend date is June 6, 2023.

(Edited by Wei Jingtong)

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