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精研科技: 关于对外投资设立控股子公司暨关联交易的公告

Overview - Jiangsu Jingyan Technology Co., Ltd. plans to establish a joint venture named Jiangsu Jingyan Heat Treatment Co., Ltd. to enhance its comprehensive production capabilities and meet long-term strategic development needs [1][2]. Investment and Shareholding Structure - The registered capital of the joint venture is 30 million RMB, with Jiangsu Jingyan contributing 19.8 million RMB (66%), Ningbo Mingyan contributing 1.2 million RMB (4%), and other investors contributing the remaining amounts [2]. - The joint venture will be consolidated into the company's financial statements as a subsidiary [2]. Related Party Transactions - The transaction is classified as a related party transaction due to the involvement of individuals who hold positions within the company and their familial relationships with the controlling shareholders [2][3]. Approval Process - The board of directors and the supervisory board approved the investment on August 1, 2025, with related directors abstaining from voting [3]. - The transaction does not constitute a major asset restructuring and does not require approval from regulatory authorities [3]. Purpose of the Joint Venture - The establishment of the joint venture aims to meet the heat treatment needs of the company's Metal Injection Molding (MIM) products, enhancing product performance and reducing reliance on external processing [12][13]. - The investment aligns with market demands for in-house processing capabilities, ensuring quality control and reducing supply chain uncertainties [13]. Financial and Operational Impact - The investment is expected to optimize the company's MIM industry layout, enhancing overall strength and core competitiveness, contributing to sustainable long-term development [14]. - The funding for the investment comes from the company's own resources, ensuring that normal business operations are not adversely affected [14]. Independent and Supervisory Board Opinions - The independent directors and the supervisory board have reviewed the investment proposal and agree that it is beneficial for the company's long-term development, adhering to fair and equitable principles [15][16].