Baota Industry(SZ:000595) Zheng Quan Zhi Xing·2025-06-06 14:12Core Viewpoint - The company is planning a major asset swap and cash purchase of 100% equity in Ningxia Electric Power Investment Group's subsidiary, Ningxia Electric Power Investment New Energy Co., Ltd. This transaction is deemed compliant with relevant laws and regulations, and it requires approval from the shareholders' meeting [1][2][11]. Group 1: Transaction Overview - The company intends to swap all assets and liabilities, excluding certain retained assets, for the 100% equity of Ningxia Electric Power Investment New Energy [3][5]. - The total assessed value of the assets to be swapped is approximately 468.04 million yuan, while the value of the assets being acquired is approximately 809.27 million yuan [5][13]. - The cash payment for the difference in asset values, amounting to approximately 341.23 million yuan, will be made within 12 months from the asset transfer date [5][6]. Group 2: Financial Metrics - As of March 31, 2025, the company's total assets are valued at 94,490.08 million yuan, while the proposed assets to be acquired have a total value of 629,059.85 million yuan [13]. - The net asset value of the company is 31,698.51 million yuan, and the net asset value of the proposed assets is 70,998.28 million yuan [13]. - The company's operating revenue stands at 23,697.60 million yuan, while the proposed assets have an operating revenue of 39,094.63 million yuan [13]. Group 3: Approval Process - The independent directors unanimously approved the transaction, with a voting result of 3 in favor, 0 against, and 0 abstentions [2][11]. - The transaction requires further approval from the shareholders' meeting, with related shareholders needing to abstain from voting [2][11]. - The company has committed to ensuring compliance with all legal and regulatory requirements throughout the transaction process [23][27]. Group 4: Performance Guarantees - The company has established performance guarantees for the acquired assets, with a commitment to achieve net profits of no less than 78.79 million yuan in the first year following the asset transfer [8][9]. - If the actual profits fall short of the guaranteed amounts, Ningxia Electric Power Investment Group will compensate the company in cash [8][9]. Group 5: Independent Assessment - The company engaged an independent asset evaluation firm, Zhonghe Asset Appraisal Co., Ltd., to ensure the fairness and accuracy of the asset valuations [19][20]. - The evaluation methods used include market and income approaches for the acquired assets, ensuring compliance with relevant regulations [20][21]. Group 6: Labor Relations - Employees associated with the assets being divested will be transferred to the acquiring entity, ensuring continuity of employment and benefits [9][10]. - The company will retain certain employees if mutually agreed upon, with their employment terms remaining unchanged [9][10]. Group 7: Regulatory Compliance - The company has confirmed that the transaction does not constitute a change in control, as the controlling shareholder remains the same [15][16]. - All necessary legal procedures have been followed, and the company has committed to transparency in its disclosures related to the transaction [23][27].