Core Viewpoint - The company plans to acquire the remaining 49% equity of Shanghai Jiano Sealing Technology Co., Ltd. for a total cash consideration of RMB 204.33 million, increasing its ownership from 51% to 100% [1][2][9]. Summary by Sections 1. Overview of Related Transactions - The company has approved the acquisition of the remaining equity of Shanghai Jiano, which constitutes a related party transaction due to the involvement of certain minority shareholders [2][3]. - The transaction does not qualify as a major asset restructuring or a restructuring listing under relevant regulations [2][3]. 2. Basic Information of Transaction Parties - The transaction parties include individuals and entities such as Lei Yuanfang, Lei Bo, and Shanghai Yuanmo Enterprise Management [3][4][6]. - The financial and operational backgrounds of the transaction parties indicate good creditworthiness and no conflicts of interest with the company [7]. 3. Basic Information of the Target Company - Shanghai Jiano has a registered capital of RMB 7.34848 million and operates in the sealing technology sector [7][8]. - The company has shown stable financial performance, with total assets of RMB 416.28 million and net assets of RMB 253.21 million as of December 31, 2024 [8]. 4. Pricing Policy and Basis - The transaction price was determined based on market conditions and the previous acquisition valuation of 51% equity in March 2024, reflecting no significant changes in Shanghai Jiano's business or financial status [8][9]. 5. Main Content of the Agreement - The agreement stipulates that the company will pay RMB 204.33 million in cash for the 49% equity, with the payment to be made within five working days after the closing date [9][10]. - The closing of the transaction is contingent upon certain conditions being met, including the absence of any legal impediments [10]. 6. Purpose and Impact of the Transaction - The acquisition aims to enhance the company's control over Shanghai Jiano, improve operational efficiency, and facilitate market expansion [15]. - The transaction is expected to strengthen the company's competitive position and does not pose any risks to its independence or financial health [15][16]. 7. Independent Directors' Opinions - The independent directors have unanimously agreed that the transaction aligns with the company's strategic goals and does not harm the interests of shareholders [16][17]. 8. Verification by Sponsoring Institutions - The sponsoring institution has confirmed that the transaction has undergone the necessary review processes and complies with relevant laws and regulations [17].
唯万密封: 关于收购控股子公司剩余股权暨关联交易的公告