Wolong New Energy Group(SH:600173) Zheng Quan Zhi Xing·2025-07-01 16:30Core Viewpoint - The report outlines the implementation of a significant asset sale and related party transaction by Wolong New Energy Group Co., Ltd, involving the transfer of 90% equity in Shanghai Mining to its wholly-owned subsidiary, Zhejiang Wolong Shunyu Investment Co., Ltd [1][3][10]. Group 1: Transaction Overview - The transaction involves the sale of 90% equity in Shanghai Mining, which will no longer be included in the consolidated financial statements of the company post-transaction [5][6]. - The assessment date for the transaction is set for December 31, 2024, with the total assessed value of Shanghai Mining's equity being 226.9 million yuan, reflecting an increase of 41.66 million yuan, or 22.49% over the audited net assets of 185.24 million yuan [6][9]. - The transaction price was adjusted from 220.5 million yuan to 191.11 million yuan due to a cash dividend of 29.39 million yuan declared by Shanghai Mining [6][10]. Group 2: Nature of the Transaction - This transaction qualifies as a major asset restructuring under the relevant regulations, as the asset's revenue exceeds 50% of the company's total revenue for the previous fiscal year [8][9]. - The transaction is classified as a related party transaction since the buyer is a wholly-owned subsidiary of the company's indirect controlling shareholder [9][10]. - The transaction does not constitute a restructuring listing, as it does not involve issuing new shares or changing the company's control structure [10][11]. Group 3: Implementation Status - The necessary approvals for the transaction have been obtained from the board of directors, supervisory board, and shareholders, with no further approvals required [10][11]. - The transfer of the asset has been completed, and the transaction price has been paid in full by the buyer [11][12]. - There have been no changes in the management of either the company or the target company during the transaction process [11][12]. Group 4: Compliance and Legal Opinions - Independent financial and legal advisors have confirmed that the transaction complies with all relevant laws and regulations, and there are no significant legal obstacles to its implementation [14][15]. - All parties involved in the transaction have adhered to their commitments and agreements, with no violations reported [14][15].