NBFB(SH:600768) Zheng Quan Zhi Xing·2025-05-29 11:07Core Viewpoint - Ningbo Fubon Precision Industry Group Co., Ltd. plans to sell its aluminum profile business assets, including 100% equity of Ningbo Fubon Precision Aluminum Profile Co., Ltd., to Ningbo Fubon Aluminum Co., Ltd. for a price of 26.4579 million yuan to optimize its industrial structure and promote strategic transformation [1][2][3] Summary by Sections Transaction Overview - The transaction involves the transfer of assets related to the aluminum profile business, including the relevant assets and liabilities of the aluminum division and 100% equity of the aluminum profile company to Fubon Aluminum [2][3] - The transaction is classified as a related party transaction and does not constitute a major asset restructuring [1][3] Purpose and Reasons for the Transaction - The aluminum profile industry is facing increasing competition, and the company's aluminum profile business is relatively small with aging equipment and low added value, leading to significant operational pressure [2] - The sale of the less profitable aluminum profile business will help optimize the company's industrial layout and asset structure, driving strategic transformation and achieving high-quality development [2] Review and Approval Process - The company has held a special meeting of independent directors to review the transaction, which was subsequently approved by the board of directors, with related directors abstaining from voting [3][19] - The transaction requires approval from the shareholders' meeting, and the board has requested authorization for management to handle the asset sale and related documentation [3][19] Historical Related Transactions - In the past 12 months, the company purchased a 31% stake in Ningbo Electric Alloy Materials Co., Ltd. from a related party for 51.77 million yuan [2][19] Related Party Information - Fubon Aluminum is a wholly-owned subsidiary of the company's controlling shareholder, Fubon Holdings [5][19] Financial Information of the Transaction Target - The total assets of the aluminum profile company as of March 31, 2025, were 47.56 million yuan, with total liabilities of 26.89 million yuan, resulting in a net asset value of 20.68 million yuan [8][12] - The aluminum profile company reported a net profit of -620.41 thousand yuan for the year 2024 [5][8] Asset Valuation and Pricing - The assets were evaluated by Zhejiang Yinxin Asset Appraisal Co., Ltd., with a total assessed value of 26.4579 million yuan based on the asset-based approach [9][16] - The assessed value includes a total asset book value of 52.30 million yuan and a total assessed value of 56.47 million yuan, resulting in an appraisal increment of 4.16 million yuan and an increase rate of 7.96% [9][11] Agreement Details and Performance Arrangements - The transaction agreement will be signed between Ningbo Fubon Precision Industry Group Co., Ltd. (the seller) and Ningbo Fubon Aluminum Co., Ltd. (the buyer) [15][16] - The payment structure includes an initial payment of 13.23 million yuan and a second payment of 13.2279 million yuan to be completed by December 31, 2025 [16][17] Impact of the Transaction on the Company - The sale of the aluminum profile company will not significantly impact the company's normal operations and will help avoid competition with related parties [18] - The transaction is expected to enhance the company's asset structure and support its strategic transformation [18]