晨丰科技: 晨丰科技关于全资子公司现金收购股权暨关联交易的公告

Core Viewpoint - Zhejiang Chenfeng Technology Co., Ltd. plans to acquire 94.2752% equity of Liaoning Shengfan New Energy Engineering Co., Ltd. for a cash consideration of 32,845,423.04 yuan, which will make Shengfan a subsidiary of the company and included in its consolidated financial statements [1][2][3] Summary by Sections 1. Transaction Overview - The acquisition involves the company's wholly-owned subsidiary, Liaoning Shenfu North Power Grid Technology Co., Ltd., purchasing shares from related parties, including Mr. Ding Min, Ms. Zhang Rui, and Shanghai Huano Equity Investment Fund Management Co., Ltd. [1][2] - The transaction does not constitute a major asset restructuring as defined by relevant regulations [2][3] 2. Financial Details - As of April 30, 2025, the net asset value of Liaoning Shengfan is 34,839,939.92 yuan, with cash and structured deposits totaling 35,099,837.88 yuan [3][10][18] - The acquisition price reflects the assessed value of the shares based on an evaluation conducted by Kunyuan Asset Appraisal Co., Ltd. [3][12] 3. Related Parties - Mr. Ding Min is the controlling shareholder and actual controller of the company, holding 20% of its shares, while Ms. Zhang Rui is the vice president and his spouse [4][5] - Shanghai Huano is a related legal entity established by Mr. Ding and Ms. Zhang, with Mr. Ding holding 80% of its shares [5][6] 4. Strategic Rationale - The acquisition aims to reduce related party transactions and enhance the independence of the company's new energy business, thereby improving overall competitiveness [2][17] - By acquiring Liaoning Shengfan, the company can leverage its existing qualifications and capabilities in the new energy sector, facilitating project execution and cost control [18][19] 5. Governance and Approval - The transaction was approved by the company's board of directors and independent directors, with no objections raised during the voting process [20][20] - The company has committed to ensuring that the transaction adheres to principles of fairness and transparency [19][20]