Core Viewpoint - The company is implementing a capital increase for its subsidiary, Kunshan Guoli Yuantong New Energy Technology Co., Ltd., to establish an employee stock ownership plan aimed at enhancing competitiveness and optimizing capital structure [1][2]. Summary by Sections Related Transactions Overview - Kunshan Guoli Yuantong is a subsidiary focused on the R&D, production, and sales of DC contactors. The capital increase aims to improve its competitiveness and establish a long-term incentive mechanism for its management and key employees [1][2]. Details of the Capital Increase - The capital increase is based on the audited net assets of 91.6555 million yuan as of December 31, 2024, with an investment amount of 15 million yuan, resulting in an increase of registered capital by 15 million yuan, corresponding to a 13.6684% equity stake post-increase [2][6]. - Key personnel, including the company's supervisor and a director's relative, will participate in the stock incentive through an employee holding platform [2][5]. Related Parties Information - The employee holding platform, Kunshan Yuanyu Enterprise Management Partnership, is associated with the company through its supervisor, Li Qinghua, and director Huang Hao's relative, Huang Zhiqi [3][4]. Financial Data - As of December 31, 2024, the subsidiary's total assets were 609.7163 million yuan, with total liabilities of 511.3449 million yuan and net assets of 91.5818 million yuan. The operating income for the year was 122.9815 million yuan, with a net profit of 4.1627 million yuan [8][10]. Necessity and Impact of the Related Transactions - The capital increase is deemed necessary to motivate key personnel and enhance the subsidiary's capital structure, which is expected to drive sustainable development [10][11]. Approval Process - The proposal for the capital increase and stock incentive was approved by the independent directors, board of directors, and supervisory board, ensuring compliance with relevant regulations [12].
国力股份: 招商证券股份有限公司关于昆山国力电子科技股份有限公司控股子公司通过增资实施股权激励及公司放弃优先认购权暨关联交易的核查意见