Group 1 - The company held its 30th meeting of the 4th Board of Directors on August 11, 2025, to discuss a major asset restructuring and related transactions [1] - The board approved a proposal to acquire 49% of Nanjing Wanyou Commercial Management Co., Ltd. from Huainan Shengyu and Huainan Huixiang for a total consideration of 1,379.225 million yuan [2][3] - The acquisition will allow the company to control 75.01% of Nanjing Wanyou after the transaction [1] Group 2 - The net asset value of the acquired assets is expected to exceed 50% of the company's audited net assets from the last fiscal year, amounting to over 50 million yuan [2] - The board's decision was supported by independent directors and the strategic committee, with a voting outcome of 6 in favor, 0 against, and 2 abstentions [2][3] Group 3 - The transaction involves cash payment and does not affect the company's control [3] - The board also approved the signing of a conditional asset purchase agreement with the involved parties [8] Group 4 - The performance commitment period for the acquired company is set for the years 2025, 2026, and 2027, with minimum net profit targets established for each year [6] - The board confirmed that the transaction complies with relevant regulations and does not constitute a restructuring scenario as defined by the regulatory framework [12][13] Group 5 - The board has established measures to ensure the protection of minority investors' interests regarding potential dilution of immediate returns due to the transaction [17] - The company will not hold a shareholder meeting immediately but will announce a date for the meeting to discuss the transaction [20]
万辰集团: 第四届董事会第三十次会议决议公告