CENTEK(SZ:000931) Zheng Quan Zhi Xing·2025-06-18 09:13Core Viewpoint - The company plans to reduce the registered capital of its subsidiary Chengdu Wenjiang Guomei Internet Hospital from 100 million yuan to 2 million yuan, with the reduction proportionally shared among shareholders, maintaining their ownership percentages [1][2]. Group 1: Overview of the Transaction - The capital reduction is aimed at optimizing resource allocation and improving capital efficiency [1]. - The transaction constitutes an affiliated transaction as Guomei Holdings is a related party [2]. - The transaction amount does not exceed 5% of the company's latest audited net assets, thus requiring only board approval and not shareholder approval [2][3]. Group 2: Details of the Affiliated Party - Guomei Holdings, the controlling shareholder, is a limited liability company with a registered capital of 300 million yuan and is controlled by Huang Guangyu [3][4]. - The company has total assets of approximately 15.35 billion yuan and a net asset of about 4.37 billion yuan, with a recent net loss of approximately 25.41 million yuan [4]. Group 3: Financial Data of Chengdu Internet Hospital - Chengdu Internet Hospital, a joint investment between Huastong Elderly Care and Guomei Holdings, has a registered capital of 10 million yuan and is located in Chengdu [5]. - As of March 31, 2025, the hospital reported total assets of approximately 1.5 million yuan and total liabilities of about 3.92 million yuan, with a net loss of approximately 955,320.36 yuan [6]. Group 4: Impact of the Capital Reduction - The capital reduction will not affect the operational activities of Chengdu Internet Hospital, and the company will remain a controlled subsidiary [8]. - The transaction is structured to ensure fairness and does not involve any transfer of debts or liabilities [8]. - The independent directors have unanimously agreed that the transaction is fair and does not harm the interests of the company or its minority shareholders [9].