磁谷科技: 兴业证券股份有限公司关于南京磁谷科技股份有限公司向控股子公司增资暨关联交易的核查意见

Overview - The company, Nanjing Maglev Technology Co., Ltd., is increasing capital in its subsidiary, Nanjing Zhihe Energy Technology Co., Ltd., through a related party transaction [1][2][9] Capital Increase and Related Transactions - The total capital increase amounts to RMB 2,000,000, with Nanjing Maglev contributing RMB 1,800,000 and Nanjing Xihe Juneng Investment Partnership contributing RMB 200,000 [1][9] - The existing shareholder, Nanjing Xihe, has agreed to waive part of its preemptive rights based on its contribution ratio [1][9] - The transaction does not meet the criteria for a major asset restructuring as per relevant regulations [2][10] Related Party Information - The controlling shareholder, Wu Ningchen, holds an 85.71% stake in Nanjing Xihe, which qualifies it as a related party [2][4] - Nanjing Xihe has not yet conducted any business and lacks financial data [2][4] Target Company Details - Nanjing Zhihe Energy focuses on the research, production, and sales of organic Rankine cycle (ORC) power generation systems [4][5] - The company aims to enhance its capital structure and operational capacity through this capital increase, raising its registered capital from RMB 1,000,000 to RMB 3,000,000 [5][7] Financial Performance - As of March 31, 2025, Nanjing Zhihe reported total assets of RMB 1,555.67 million, total liabilities of RMB 858.35 million, and a net asset value of RMB 697.32 million [6] - The company recorded a net loss of RMB 88.22 million for the first quarter of 2025 [6] Strategic Importance - The capital increase is aligned with the company's strategic planning and business needs, facilitating the expansion of Zhihe Energy's operational scale and R&D investment [9][10] - The investment is expected to improve Zhihe Energy's economic efficiency, technological capabilities, and market competitiveness [10][12] Approval Process - The transaction was approved by the company's board and supervisory committee, with independent directors expressing their agreement [11][12] - The transaction does not require shareholder approval as it falls within the board's authority [11][12]