神州数码: 关于与关联方共同投资暨关联交易的公告

Transaction Overview - Digital China Group Co., Ltd. plans to increase its stake in Digital China Holdings Limited by up to 428 million RMB within the next 12 months through various methods including centralized bidding and agreement transfer [1][2] - Prior to this transaction, the company held 83,068,000 shares of Digital China Holdings, representing 4.96% of its total issued shares [1] - After the completion of this transaction, the combined shareholding of the company and its chairman, Guo Wei, in Digital China Holdings will reach a maximum of 29.90% [1] Related Parties - Guo Wei, the chairman and actual controller of the company, is considered a related party due to his significant shareholding in Digital China Holdings [2] - Guo Wei is not listed as a dishonest executor [2] Investment Target Information - Digital China Holdings Limited has a registered capital of HKD 250 million and is primarily engaged in big data products, supply chain operations, software development, testing, and system integration services [2] Financial Performance - As of the latest audited financials, the total assets of Digital China Holdings were approximately 2,279.98 million RMB, while total liabilities were around 1,243.38 million RMB [4] - The company reported operating revenue of approximately 1,827.65 million RMB, with a net profit attributable to shareholders of -183.37 million RMB [4] Purpose and Impact of the Transaction - The increase in stake is aimed at deepening strategic cooperation between the two companies, enhancing resource complementarity, and accelerating the company's strategic transformation [5] - The funding for this transaction will come from the company's own or self-raised funds, which is not expected to adversely affect the company's financial status [5] Independent Director Review - The independent directors unanimously approved the transaction, stating it aligns with the company's long-term strategic needs and adheres to principles of fairness and reasonableness [6] - The transaction is deemed not to harm the interests of the company or its shareholders, particularly minority shareholders [6]