*ST围海: 关于公开挂牌转让控股子公司股份的公告

Core Viewpoint - The company plans to publicly transfer 90.3085% of its subsidiary Shanghai Qinnian Urban Planning Engineering Design Co., Ltd. through the Ningbo Property Exchange to focus on its main business and enhance core competitiveness [1][2][5]. Transaction Overview - The initial listing price for the shares will not be less than the asset appraisal value, with a minimum price set at RMB 521,600 [2]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations, and does not require approval from authorities [2][5]. Basic Information of the Transaction Target - Shanghai Qinnian was established on January 18, 2006, with a registered capital of RMB 100 million, and operates in various engineering and planning sectors [2]. - The company holds 90,308,500 shares of Shanghai Qinnian, representing 90.3085% of its total equity [2]. Financial Performance of the Target Company - As of the latest audited report, Shanghai Qinnian has total assets of approximately RMB 730.20 million and total liabilities of approximately RMB 746.12 million, resulting in a net asset value of approximately -RMB 15.92 million [3]. - The company reported a revenue of approximately RMB 217.67 million and a net loss of approximately RMB 81.63 million [3]. Valuation and Appraisal - The appraisal report indicates that the total equity value of Shanghai Qinnian is RMB 521,600, reflecting an increase of RMB 16.44 million, with a growth rate of 103.28% [3]. Transaction Process and Authorization - The company’s board has proposed to authorize management to handle all matters related to the public transfer, including adjusting the transfer price and signing agreements with the eventual buyer [4][5]. - The authorization will remain effective until the completion of the transaction [5]. Impact on the Company - The transfer of shares is aimed at concentrating resources on core business areas, thereby improving the company's strategic development and long-term interests [5][6]. - Following the completion of the transaction, Shanghai Qinnian will no longer be included in the company's consolidated financial statements [6]. Independent Director's Opinion - The independent directors support the public transfer of shares, stating it will help the company focus on its main business and optimize its asset structure without harming the interests of shareholders, especially minority shareholders [6].