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龙蟠科技: 江苏龙蟠科技股份有限公司关于对下属公司增资暨关联交易暨累计对外投资的公告

Core Viewpoint - Jiangsu Longpan Technology Co., Ltd. plans to increase capital in its subsidiary Changzhou Liyuan New Energy Technology Co., Ltd. using 80% of the funds raised from issuing H shares on the Hong Kong Stock Exchange, amounting to approximately RMB 369.71 million [1][3][12]. Group 1: Capital Increase Details - The capital increase will involve RMB 55.51 million being added to the registered capital of Changzhou Liyuan, raising its total registered capital from RMB 778.61 million to RMB 834.13 million [1][3]. - The remaining RMB 314.19 million will be allocated to the capital reserve of Changzhou Liyuan [1][3]. - Following this, Changzhou Liyuan plans to inject USD 14 million into its subsidiary Liyuan (Asia Pacific) PTE. LTD., increasing its registered capital from USD 14.64 million to USD 15.10 million [1][3]. Group 2: Related Party Transactions - The existing shareholders of Changzhou Liyuan, including Nanjing Jinbeili Venture Capital Center, Changzhou Youbeili Venture Capital Center, and Nanjing Chaoli Venture Capital Center, are considered related parties due to their management's involvement in the company [2][4]. - These shareholders have opted not to proportionally increase their capital in Changzhou Liyuan, leading to the classification of this capital increase as a related party transaction [2][4]. Group 3: Financial Performance and Valuation - Changzhou Liyuan's total assets were reported at RMB 952.49 million, with a net asset attributable to the parent company of RMB 94.62 million [6]. - The company reported a revenue of RMB 105.70 million and a net loss of RMB 8.05 million for the year [6]. - The valuation of Changzhou Liyuan was assessed at RMB 4.84 billion using the income approach, reflecting a 123.70% increase over its book value [8][9]. Group 4: Approval Process - The board of directors approved the capital increase proposal on May 29, 2025, which will be submitted for shareholder approval [3][4]. - Independent directors and the supervisory board have reviewed and supported the proposal, confirming that it adheres to legal and regulatory requirements [17][18]. Group 5: Strategic Implications - The capital increase aligns with the company's strategic planning and is intended to enhance the financial strength and competitiveness of Changzhou Liyuan and its subsidiaries [1][3][17]. - The funding will support production and operational needs, ensuring that the company remains a controlling entity in both Changzhou Liyuan and its subsidiary [1][3].