路畅科技: 关于转让全资子公司股权暨关联交易的公告

Core Viewpoint - The company is transferring 100% equity of its wholly-owned subsidiary, Nanyang Changfeng New Materials Technology Co., Ltd., to Longcheng Capital Holdings Co., Ltd. for a price of RMB 60,280,775.05, aiming to optimize its asset structure and focus on its core automotive electronics business [1][12][14]. Summary by Sections Transaction Overview - The transaction involves the transfer of 100% equity of Nanyang Changfeng to Longcheng Capital for RMB 60,280,775.05, after which Nanyang Changfeng will no longer be included in the company's consolidated financial statements [1][12]. - The transaction is classified as a related party transaction due to the connections between the parties involved, including significant shareholders and their relationships [2][6]. Related Party Transaction Details - The transaction was approved by the company's board and supervisory committee, with related parties abstaining from voting. It requires shareholder approval due to its size exceeding 5% of the company's latest audited net assets [2][15]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations [2]. Financial and Operational Impact - The proceeds from the equity transfer will be used to support the company's automotive electronics business, which has been a focus of investment and development [12][14]. - The financial data of Nanyang Changfeng shows total assets of RMB 95,115,722.66 and net assets of RMB 60,280,775.05 as of December 31, 2024, indicating a stable financial position prior to the sale [7][9]. Transaction Execution and Guarantees - The payment structure includes an initial payment of 51% of the total price by June 30, 2025, with guarantees provided by related parties to ensure payment obligations are met [10][11]. - The transaction is expected to be completed without any personnel arrangements or debt restructuring, and it will not create new related party transactions post-completion [12][14]. Strategic Rationale - The company aims to enhance its focus on the automotive electronics sector, which has seen increasing revenue contributions, by reallocating resources from the divested subsidiary [12][15]. - The board believes that this transaction aligns with the company's strategic goals and will not negatively impact the financial condition or operational results [14][15].