泰达股份: 关于出售扬州万运100%股权暨关联交易的公告

Core Viewpoint - The company plans to sell 100% equity of its subsidiary, Yangzhou Wanyun, to an affiliated party, Tianjin TEDA Asset Management Co., Ltd, to focus on its core business in ecological environmental protection and gradually divest non-core assets [1][16]. Summary by Sections 1. Related Transaction Overview - The transaction involves the non-public transfer of 100% equity of Yangzhou Wanyun Construction Development Co., Ltd to Tianjin TEDA Asset Management Co., Ltd, which is an affiliated entity [1][2]. - The net asset valuation of Yangzhou Wanyun is set at 2,592.6432 million yuan as of April 30, 2025, based on an asset appraisal report [2][12]. 2. Board Approval - The board of directors approved the transaction with a unanimous vote of 5 in favor, with no opposition or abstentions [2][17]. - Independent directors reviewed and agreed on the transaction, ensuring no conflicts of interest [2][17]. 3. Financial and Asset Details - Yangzhou Wanyun's total assets were valued at 4,075.3327 million yuan, with total liabilities of 1,484.2396 million yuan, resulting in a net asset value of 2,591.0931 million yuan as of April 30, 2025 [7][8]. - The company has a clear ownership structure with no encumbrances or disputes related to the equity being transferred [6][11]. 4. Transaction Pricing and Terms - The transaction price is based on the net asset valuation as of the appraisal date, ensuring a fair and objective pricing principle [12][16]. - The transfer will be executed in cash, with the total consideration amounting to 2,592.6432 million yuan [12][13]. 5. Strategic Rationale - The divestment aligns with the company's strategy to concentrate resources on its core ecological and environmental business, thereby optimizing its asset structure and reducing the overall debt ratio [16][17]. - The transaction is expected to improve the company's financial condition and enhance market valuation by reducing the asset-liability ratio by approximately 1.4 percentage points [16]. 6. Impact on the Company - The sale of Yangzhou Wanyun will lead to a more focused operational strategy, allowing the company to enhance its competitive edge in the environmental sector [16][17]. - The transaction is anticipated to positively influence the company's financial results, with the final impact to be reflected in the audited financial statements for 2025 [16].