Workflow
亚华电子: 东吴证券股份有限公司关于山东亚华电子股份有限公司与关联方共同投资设立控股子公司暨关联交易的核查意见

Summary of Key Points Core Viewpoint - The company, Shandong Yahua Electronics Co., Ltd., is collaborating with related parties to establish a controlling subsidiary, Shandong Yahua International Trade Co., Ltd., to enhance its overseas market presence and diversify its international business strategy [1][5][6]. Group 1: Overview of Related Transactions - The investment structure includes Yahua Electronics contributing 3.75 million RMB for a 75% stake, while the related party Liu Shuxin and a partnership contribute 0.5 million RMB and 0.75 million RMB for 10% and 15% stakes respectively [1][2]. - Liu Shuxin, a former director and vice president of the company, is classified as a related natural person, making this transaction a related party transaction [2][9]. - The board of directors and the supervisory board approved the investment proposal, which does not require shareholder approval as it falls within the board's authority [2][9]. Group 2: Necessity and Impact of the Transaction - The establishment of the subsidiary is crucial for the company's strategic development, aiming to enhance customer service capabilities and accelerate penetration into overseas markets [5][6]. - The investment will not adversely affect the company's normal operations or financial status, ensuring no pressure on existing business activities [6][8]. - The subsidiary will be included in the company's consolidated financial statements, and the investment aligns with the company's strategic planning [7][10]. Group 3: Related Party and Other Transaction Parties - Liu Shuxin has a background in various managerial roles and possesses significant experience in overseas market expansion, which is expected to benefit the new subsidiary [3][6]. - The partnership involved in the investment is Zibo Baize Chao Yue Investment Partnership, which is managed by Yahua Information Technology (Shandong) Co., Ltd. [3][4]. Group 4: Approval and Compliance - The independent directors unanimously agreed that the investment is fair and does not harm the interests of the company or its minority shareholders [9][10]. - The transaction complies with relevant regulations and has undergone necessary approval processes, ensuring transparency and fairness [10].