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Plan A will not pass testing with only the owners getting a PS contribution unless all NHCEs terminated with fewer than 500 hours which is extremely unlikely given your 9-30 date as your ratio percentage will be 0% which will only pass if there are no NHCEs required to be in the 410(b) test. Yes the plan would need a TH minimum contribution if it makes a PS contribution. However the TH contrib in a DC plan goes to non-key employees employed on the last day of the plan year of which there are none. Also the way you have worded this question makes me think this was an asset sale and not a stock sale, if that's not the case my answer might change.

Rollovers aren't included in the incidental benefit rule calculation at all.