Fulai New Material(605488) 证券之星·2025-03-28 09:26Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. plans to transfer the assets, liabilities, and personnel of its Yantai branch to its wholly-owned subsidiary, Yantai Fulai New Materials Technology Co., Ltd., and will increase the capital of the subsidiary. This adjustment is part of the company's efforts to optimize its organizational structure and improve operational efficiency, and it does not constitute a major asset restructuring or related party transaction [1][2][9]. Group 1: Transfer and Capital Increase Details - The transfer of assets and liabilities will be based on the actual delivery date, following the principle of "people follow the business" for personnel placement [1][2]. - The Yantai branch will be dissolved after the transfer is completed, and the company will increase the capital of Yantai Fulai based on the book net assets [3][4]. - The transfer and capital increase have been approved by the company's board and supervisory board, and do not require shareholder meeting approval [2][11]. Group 2: Project Implementation Changes - The implementation subject of the fundraising project "New Material Project of Yantai Branch" will be changed from the Yantai branch to Yantai Fulai, without altering the use of raised funds [1][8]. - The total investment for the new material project is 41 million yuan, with 20 million yuan planned to be funded from the raised funds [8]. - The change in the project implementation subject is aimed at ensuring better management and operational capabilities for the project [8][9]. Group 3: Employee and Tax Arrangements - All employees of the Yantai branch will be transferred to Yantai Fulai, with necessary procedures for labor contract signing and social insurance payments to be followed [4][10]. - The transfer will apply special tax treatment policies, subject to the recognition of tax authorities [4][10]. Group 4: Approval and Opinions - The board of directors and the supervisory board have both approved the transfer and capital increase, confirming that it aligns with the interests of all shareholders and does not harm the company or minority shareholders [11][12]. - The sponsor has also verified that the necessary approval procedures have been followed and that the changes do not constitute a substantial alteration in the direction of the raised funds [12][13].