Group 1 - The company held its 17th meeting of the 11th Board of Directors on June 23, 2025, with all 7 directors present, ensuring compliance with relevant laws and regulations [2][9] - The Board approved the acquisition of a 39.9996% stake in Guangzhou Asia Brand Food Technology Co., Ltd. for RMB 90,280,421.54 from Guangzhou Nanyeyingyuan Investment Consulting Co., Ltd. [2][10] - The Board also approved a voting rights entrustment agreement with Guangzhou Eagle Money Food Group Co., Ltd., allowing the company to exercise 100% voting rights in Asia Brand Food after the acquisition [3][11] Group 2 - The company aims to expand its beverage segment and address competition issues with its controlling shareholder, Guangzhou Light Industry Trade Group Co., Ltd. [15][18] - The revised acquisition plan involves purchasing a minority stake in Asia Brand Food and receiving voting rights from Eagle Money, which will allow the company to control Asia Brand Food [16][17] - The acquisition is expected to enhance the company's market share and brand influence in the beverage sector, with Asia Brand Food's main products including soda, coconut juice, apple vinegar, and soy milk [18][19] Group 3 - The transaction is valued based on an asset evaluation report, which indicated an 89.81% increase in the assessed value of Asia Brand Food, amounting to RMB 23,312 million [32] - The company will finance the acquisition entirely with its own funds, ensuring no adverse impact on its financial status [52] - The independent directors have unanimously approved the acquisition, affirming that it aligns with the company's strategic planning and does not harm the interests of shareholders [53]
广州市红棉智汇科创股份有限公司第十一届董事会第十七次会议决议公告