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太原重工: 太原重工2025年第三次临时股东会资料

Core Viewpoint - Taiyuan Heavy Industry Co., Ltd. is planning to acquire a 67% stake in Taiyuan Xiangming Intelligent Equipment Co., Ltd. to enhance its asset allocation and competitiveness, with the acquisition structured through a non-public agreement [4][10][13]. Group 1: Acquisition Details - The acquisition involves Taiyuan Heavy Industry purchasing 51% of Taiyuan Xiangming from its controlling shareholder, Taiyuan Heavy Machinery Group, and an additional 16% from other shareholders [4][10]. - The total assessed value of 100% equity of Taiyuan Xiangming is approximately RMB 447 million, with the 51% stake valued at about RMB 228 million [7][8]. - The financial performance of Taiyuan Xiangming shows a total asset value of approximately RMB 837.8 million and a net profit of RMB 3.6 million for the year ending March 31, 2025 [6]. Group 2: Financial and Operational Impact - The acquisition is expected to create significant industrial synergies, enhancing Taiyuan Heavy Industry's capabilities in mining equipment and intelligent parking solutions [9][10]. - The transaction is structured to ensure that it does not adversely affect the financial status or operational results of Taiyuan Heavy Industry, with no management changes anticipated [10][12]. - The deal includes a profit guarantee from Taiyuan Heavy Machinery Group, ensuring that Taiyuan Xiangming achieves a cumulative net profit of at least RMB 139.81 million from 2025 to 2027 [12]. Group 3: Governance and Compliance - The acquisition and related transactions have been audited and assessed, confirming compliance with relevant regulations and ensuring that the transaction does not constitute a major asset restructuring [12][13]. - The company will seek shareholder approval for the acquisition and related governance measures at the upcoming shareholder meeting [15].