Group 1 - The company Shenzhen Beiding Crystal Technology Co., Ltd. (referred to as "Beiding") has decided to acquire 100% equity of Zhongshan Keri Automation Technology Co., Ltd. for a total price of RMB 156 million [5][7][30] - The acquisition was approved unanimously by the board of directors during the 19th meeting of the fourth board session held on July 21, 2025 [1][8][32] - The board believes that the transaction price is fair and reasonable, and it will not adversely affect the company's financial and operational status [2][30][32] Group 2 - The acquisition will allow Zhongshan Keri to become a wholly-owned subsidiary of Beiding and will be included in the consolidated financial statements of the company [7][12][30] - The transaction does not constitute a related party transaction or a major asset restructuring, thus it does not require approval from the shareholders' meeting [6][8][30] - The acquisition is seen as a strategic move to enhance the company's manufacturing capabilities and expand its product line, supporting overall business growth [29][30] Group 3 - The financial assessment of Zhongshan Keri indicates total assets of RMB 86.6181 million and total liabilities of RMB 21.4037 million, resulting in a net asset value of RMB 65.2144 million [16][20] - The valuation report shows an assessed equity value of RMB 156.4563 million, with an appreciation of RMB 91.2419 million, reflecting a 139.91% increase due to rising land and property values [16][20] - The payment structure for the acquisition includes an initial payment of 95% of the transaction price upon approval from Keri Technology's shareholders, followed by the remaining 5% within a year [22][30]
深圳市北鼎晶辉科技股份有限公司第四届董事会第十九次会议决议公告