Linewell(SH:603636) Zheng Quan Zhi Xing·2025-08-07 16:23Core Viewpoint - The company, Nanwei Software, is acquiring a 20% stake in Beijing Agent Intelligent Technology Development Co., Ltd. from its related parties at a transfer price of 0 RMB, while assuming a capital contribution obligation of 10 million RMB [1][2][3]. Summary by Sections Transaction Overview - Nanwei Software, through its wholly-owned subsidiary, will acquire 15% and 5% stakes in Agent Intelligent from related parties Wu Zhixiong and Xu Chunmei, increasing its ownership from 30% to 50% [1][2]. - The transaction is classified as a related party transaction and does not constitute a major asset restructuring [2][3]. - The independent directors approved the transaction, which does not require shareholder meeting approval due to its size [2][5]. Related Party Transaction Details - The total amount of transactions with the related parties in the past 12 months was 25 million RMB, with 3 transactions totaling 10 million RMB with Xu Chunmei [2][5]. - The transaction is aimed at enhancing the company's strategic control and resource integration in the artificial intelligence sector [13][14]. Transaction Parties - The sellers, Wu Zhixiong and Xu Chunmei, are both associated with Nanwei Software, with Wu being the controlling shareholder and Xu serving as vice chairman and president [6][7]. - Both parties have good credit status and are not listed as dishonest executors [6][7]. Target Company Information - The target company, Beijing Agent Intelligent, was established on December 5, 2024, with a registered capital of 50 million RMB and focuses on artificial intelligence applications [9][11]. - The ownership structure will change post-transaction, with Nanwei Software holding 50% of the company [9][11]. Pricing and Valuation - The shares are being transferred at a price of 0 RMB, with the rationale being that the shares have not been paid up and the company has not yet commenced operations [12][14]. - The pricing is deemed fair and reasonable, aligning with market transaction rules [12][14]. Impact on the Company - The transaction is expected to enhance the company's operational capabilities in the AI sector without significantly impacting its financial performance [13][14]. - The company will adhere to relevant regulations regarding related party transactions to protect the interests of all shareholders, especially minority shareholders [13][14].