OGAWA's Controlling Shareholders to Transfer 10% Stake to Private Equity Shanghai Fengxin for 307 Million Yuan
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On September 18, Ogawa, a Chinese health industry group specializing in massage devices and air purification, announced a plan for its controlling shareholders and another shareholder to transfer a total of 62.3739 million unrestricted tradable shares, representing 10% of the company's total share capital. The transfer price is RMB 4.923 per share, for a total consideration of RMB 307 million. The transferors are Zou Jianhan (31.905 million shares), Li Wuling (28.105 million shares), and Wei Gang (2.3639 million shares). The transferee, Shanghai Fengxin, a private equity firm established in 2014 with registered capital of RMB 17 million, will pay in installments: 20% deposit, 40% after stock exchange compliance confirmation, and 40% after ownership registration. After the transfer, Zou Jianhan and Li Wuling, acting in concert, will see their combined stake drop from 38.48% to approximately 28.86%, maintaining control. Shanghai Fengxin will become a 10% shareholder. The company reported first-half operating revenue of RMB 2.703 billion (up 16.14% year-on-year) but turned loss-making with a net loss attributable to shareholders of RMB 73.924 million. As of September 18, Ogawa's share price was RMB 5.68, with a market cap of RMB 3.543 billion.
Source report
On September 18, Ogawa announced plans to transfer a total of 62.3739 million unrestricted tradable shares, representing 10% of the company's total share capital, at a price of RMB 4.923 per share. The total consideration amounts to RMB 307 million.
Transfer Details
Among the transferors:
- Zou Jianhan transferred 31.905 million shares
- Li Wuling transferred 28.105 million shares
- Wei Gang transferred 2.3639 million shares
The transferee, Shanghai Fengxin, will pay the three individuals RMB 157.0683 million, RMB 138.361 million, and RMB 11.6375 million, respectively.
The transfer price is set at no less than 90% of the closing price on the trading day preceding the contract signing.
Impact on Shareholding Structure
Prior to this equity change, Zou Jianhan and Li Wuling, acting as persons acting in concert, collectively held 38.48% of the company's total share capital and served as the controlling shareholders and actual controllers. After the transfer, their combined shareholding ratio decreased to approximately 28.86%, maintaining their controlling status.
Wei Gang's shareholding ratio dropped from 0.655% to 0.276%.
Shanghai Fengxin will become a new shareholder holding more than 5% of the company's shares, with a shareholding ratio of 10%.
About the Transferee: Shanghai Fengxin
- Established: April 2, 2014
- Registered and paid-in capital: RMB 17 million
- Legal representative: Du Yanjie (holds 99.41% of shares)
- Other shareholder: Lü Ning (holds 0.5882%)
- Funding source: Own funds or self-raised funds
Payment Terms
The transferee will make payments in installments:
- 20% as a deposit within seven trading days after contract signing
- 40% within three trading days from the date the stock exchange issues a compliance confirmation opinion
- Remaining 40% within three trading days from the date ownership registration of the subject shares is completed
Ownership registration can only be jointly applied for at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after all conditions are met, including:
- Contract effectiveness
- Receipt by transferors of the first two installments (totaling 60% of payment)
- Completion of compliance review and issuance of a confirmation opinion by the stock exchange
- Removal of any restrictions on rights (if applicable)
- Completion of information disclosure by both parties
Company Overview
Ogawa is a leading international health industry group in China, integrating branding, marketing, research and development, manufacturing, and services. Its main business includes:
- Health products such as massage devices (massage chairs and small massage appliances)
- Healthy environment solutions (fresh air systems and air purifiers)
Financial Performance
In the interim report for the first half of this year:
- Operating revenue: RMB 2.703 billion (up 16.14% year-on-year)
- Net profit attributable to shareholders: Negative RMB 73.924 million (turning into a loss)
- Net profit after deducting non-recurring gains and losses: Negative RMB 91.5419 million (down 653.35% year-on-year)
Market Data
As of the market close on September 18, Ogawa's share price stood at RMB 5.68, with a total market capitalization of RMB 3.543 billion.
(Source: Shenzhen Business Daily · Duchuang)
Source
东方财富网-公司报道Eastern
Part of this Story
Ogawa controllers and shareholder sell 10% stake for 307 million yuan to young private equity fund