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东睦股份回复上交所:承认10.39亿元收购案信披存一定遗漏,但不属重大遗漏
600114NBTM(600114) 每日经济新闻·2025-03-24 14:14

Core Viewpoint - Dongmu Co., Ltd. acknowledged certain omissions in information disclosure regarding the acquisition of Shanghai Fuchi High-Tech Co., Ltd. but stated that these do not constitute significant omissions and have not harmed investor interests [1][4]. Group 1: Acquisition Details - In January 2020, Dongmu Co., Ltd. announced a cash acquisition of 75% equity in Shanghai Fuchi for 1.039 billion yuan [1]. - The company did not disclose specific terms of the share transfer agreement at the time of the initial acquisition [2][3]. - A supplementary agreement was signed to terminate certain clauses of the original share transfer agreement, which were not disclosed previously [2]. Group 2: Regulatory Response - The Shanghai Stock Exchange questioned Dongmu Co., Ltd. about the reasons for not disclosing relevant clauses and whether this constituted a significant omission [3]. - Dongmu Co., Ltd. explained that the omitted clauses were not core to the effectiveness of the share transfer agreement and were general agreements based on company law [3][4]. Group 3: Financial Performance - Shanghai Fuchi's financial performance has significantly underperformed expectations since the acquisition, with profit discrepancies ranging from -86.51% to -111.65% from 2020 to 2024 [5]. - Dongmu Co., Ltd. maintains that the pricing of the previous transaction was fair and reasonable, asserting that the decision was prudent and did not severely harm the interests of shareholders, particularly minority shareholders [5].