WXSJ(SH:603185) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-05-08 03:14Transaction Overview - The company plans to transfer its 27.0737% stake in Inner Mongolia Xinyuan Silicon Material Technology Co., Ltd. for a total consideration of RMB 124.5 million, corresponding to a paid-in capital of RMB 102 million [2][4] - After the transaction, the company will no longer hold any equity in Inner Mongolia Xinyuan [2][4] Purpose and Reason for the Transaction - The transaction aims to optimize resource allocation, focus on core business, reduce investment risks, and enhance the quality of the listed company while protecting the rights of minority investors [5] - The company has experienced significant changes in its operational situation and industry environment since its investment in Inner Mongolia Xinyuan, including the establishment of its own silicon material production capacity and shifts in the photovoltaic industry's supply-demand dynamics [5] Approval and Compliance - The transaction was approved by the company's board of directors with a unanimous vote of 7 in favor, 0 against, and 0 abstentions [6] - The transaction does not require submission for shareholder meeting approval [7] Counterparty Information - The counterparty, Jiangsu Zhongneng Silicon Industry Technology Development Co., Ltd., is a subsidiary of GCL-Poly Energy Holdings Limited [10][12] - Jiangsu Zhongneng has a registered capital of approximately RMB 1.07 billion and has not been listed as a dishonest executor [10][13] Financial Information of the Target - Inner Mongolia Xinyuan reported total assets of RMB 12.324 billion, total liabilities of RMB 8.801 billion, and a net asset value of RMB 3.523 billion as of December 31, 2024 [18] - The company generated revenue of RMB 4.792 billion but incurred a net loss of RMB 477 million in the same period [18] Pricing and Valuation - The transaction price of RMB 124.5 million is based on Inner Mongolia Xinyuan's audited net assets as of December 31, 2024, and reflects a fair and reasonable valuation [18] Impact on the Company - The completion of the share transfer is expected to have a positive impact on the company's performance and asset status, allowing for better cash flow management and alignment with long-term development plans [20]