NBTP(SH:600982) Zheng Quan Zhi Xing·2025-08-08 11:14Core Viewpoint - Ningbo Energy Group Co., Ltd. is acquiring 100% equity of Ningbo Yongneng Comprehensive Energy Service Co., Ltd. by purchasing 35% and 6% stakes from Ningbo Meike and Ningbo Guotong respectively, with a total cash consideration of 780.13 million and 133.74 million plus transitional profit and loss allocation [1][2][3] Transaction Overview - The acquisition aims to optimize resource allocation, improve operational decision-making efficiency, and reduce management costs [2][3] - The total purchase price for the stakes is 913.87 million plus transitional profit and loss allocation [2][3] - The transaction does not constitute a related party transaction or a major asset restructuring and does not require shareholder meeting approval [1][3] Parties Involved - Ningbo Meike Carbon Dioxide Heat Pump Technology Co., Ltd. holds a 35% stake in Ningbo Yongneng, while Ningbo Guotong Project Management Consulting Co., Ltd. holds a 6% stake [4][5] - Ningbo Meike was established on March 12, 2015, with a registered capital of 124.65 million [4] - Ningbo Guotong was established on November 30, 2020, with a registered capital of 2.98 million [5][7] Target Company Information - Ningbo Yongneng Comprehensive Energy Service Co., Ltd. will become a wholly-owned subsidiary of Ningbo Energy after the acquisition [8] - The company has a registered capital of 50 million and is involved in energy technology research and contract energy management [8][9] - The company’s financials indicate a total asset value of 3,873.03 million and a net asset value of 3,520.58 million [12][14] Valuation and Pricing - The valuation of the 41% stake in Ningbo Yongneng is based on an assessed equity value of 3,408.94 million, reflecting a decrease of 771.06 million from the paid-in capital [12][16] - The transitional profit and loss allocation will be calculated from the assessment base date until the formal equity transfer date [13][16] - The pricing is deemed fair and reasonable, with no goodwill generated from the transaction [16][17] Impact on Company - Post-acquisition, the company will enhance its control over the subsidiary, improving operational efficiency and reducing management costs [17] - The transaction will not affect the company’s consolidated financial statements or operational activities [17] - There will be no changes in management, personnel arrangements, or land leasing related to the target company [17]