Core Viewpoint - The company plans to acquire equity from its employee stock ownership platforms associated with its subsidiary, Tianhe Fuhua Energy Co., Ltd, through a cash transaction totaling approximately 262 million yuan [2][3][4]. Summary by Sections Transaction Overview - The company intends to use its own or raised funds to purchase equity from the employee stock ownership platforms: Shanghai Changxin Fuhua, Shanghai Zhongxiang Jingshe, Shanghai Fuqin Hui, Shanghai Fuhui Sheng, Shanghai Fuzhao Xu, and Shanghai Fujia Sheng [2][3]. - The total acquisition amounts for each platform are as follows: - Shanghai Changxin Fuhua: 73,777,130 yuan - Shanghai Zhongxiang Jingshe: 82,580,696.67 yuan - Shanghai Fuqin Hui: 34,633,663.34 yuan - Shanghai Fuhui Sheng: 26,989,978.92 yuan - Shanghai Fuzhao Xu: 26,641,263.75 yuan - Shanghai Fujia Sheng: 17,433,878.02 yuan - Total: 262,056,610.70 yuan [2][3]. Related Party Relationships - The company’s co-chairwoman, Ms. Gao Haichun, is the executive partner of several of the platforms involved in the transaction, establishing a related party relationship [3][4]. - The transaction is classified as a related party transaction but does not constitute a major asset restructuring as defined by regulations [3][4]. Decision and Review Process - The transaction has been approved by the company's board of directors and supervisory board, and it does not require shareholder approval [4][12]. - Independent directors have also reviewed and approved the transaction, confirming it does not harm the interests of the company or its shareholders [12][13]. Basic Information of Related Parties - The related parties involved in the transaction are primarily engaged in management consulting, marketing planning, and technology services, among other activities [5][6]. Basic Information of the Transaction Target - The target of the acquisition, Tianhe Fuhua Energy Co., Ltd, has a registered capital of 2 billion yuan and is primarily involved in solar energy systems and related services [6][8]. - Recent financial data indicates total assets of approximately 2.33 billion yuan and net profit of about 140 million yuan for the year ending December 31, 2024 [8][9]. Pricing Policy and Basis - The acquisition price is based on the actual paid-in capital plus an annualized investment return of 6%, calculated over the actual investment period [9]. Necessity and Impact of the Transaction - The acquisition aims to enhance the company's control over its subsidiary and improve operational stability, which is expected to benefit the company's overall performance and shareholder interests [10][12]. Review Procedures - The independent board and supervisory board have confirmed that the transaction adheres to fair and reasonable principles, ensuring no detriment to the interests of minority shareholders [12][13].
天合光能: 天合光能股份有限公司关于收购控股子公司员工持股平台股权暨关联交易的公告