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嵘泰股份: 嵘泰股份2025年第二次临时股东会会议资料

Group 1 - The company Jiangsu Rongtai Industrial Co., Ltd. is planning to acquire 51% equity of Zhongshan Aoduo Electronics Technology Co., Ltd. This acquisition is expected to enhance the company's strategic development in the automotive parts sector and create significant synergies with existing operations [4][5][6] - The total purchase price for the acquisition is set at approximately 287.92 million yuan, which corresponds to an equity valuation of 56.9 million yuan for Zhongshan Aoduo as of May 31, 2025, reflecting a valuation increase of 210.04% compared to the net asset value on the consolidated financial statements [5][17][22] - The acquisition will allow the company to hold three out of five board seats at Zhongshan Aoduo, thereby gaining control over the company and integrating it into its consolidated financial statements [5][6][22] Group 2 - The transaction involves a combination of cash payments and performance-based earnouts, with specific milestones set for the target company's financial performance over the next four years [27][28] - The company has engaged professional institutions for financial due diligence and asset valuation, ensuring that the transaction price is fair and reasonable, with no adverse effects on the interests of the company and its shareholders [8][22] - The acquisition is classified as a related party transaction due to the involvement of the company's actual controller, which necessitates approval from the shareholders' meeting [7][11][22]