Transaction Overview - The company plans to acquire a 70% stake in Hefei Shengbang Electric Co., Ltd. through an investment agreement, with a total investment of RMB 45.99 million and RMB 1.46 million for the respective shares held by the sellers [1][7] - The transaction was approved by the company's board on August 13, 2025, and does not require shareholder approval [1][2] Parties Involved - The sellers are Zhi Anmin, holding 98% of Shengbang Electric, and Qi Xinrong, holding 2%, with no existing relationships with the company that could lead to conflicts of interest [2][4] Target Company Information - Hefei Shengbang Electric Co., Ltd. was established on December 15, 2014, with a registered capital of RMB 25 million, specializing in the research, production, and sales of electrical components and related products [2][3] - The company has a clear ownership structure and is not involved in any significant legal disputes or financial encumbrances [3][4] Financial Data - As of April 30, 2025, Shengbang Electric reported total assets of RMB 218.74 million, total liabilities of RMB 165.35 million, and total equity of RMB 53.39 million [3][4] - For the first four months of 2025, the company generated revenue of RMB 104.82 million but reported a net loss of RMB 0.93 million [3][4] Valuation and Pricing - The valuation of Shengbang Electric was determined using both asset-based and income approaches, with the final assessed value of the company's total equity set at RMB 73 million [5][6][7] - The transaction price for the 65% stake corresponds to RMB 47.45 million, with an additional capital increase of RMB 12.17 million [6][7] Strategic Rationale - The acquisition aims to enhance the company's supply chain by integrating upstream operations, thereby improving cost efficiency and product reliability [15][16] - The target company has established relationships with major clients, which will facilitate market expansion and enhance competitive positioning [16] Governance and Management - Post-transaction, the governance structure will include a board of three directors, with the company entitled to nominate two members [10][11] - The management team will be retained, ensuring continuity in operations and strategic direction [11][12] Payment Structure - The payment for the equity transfer will be made in two phases, with the first payment of RMB 33.22 million due within five working days after certain conditions are met [8][9] - The second payment of RMB 14.24 million is scheduled for completion by April 30, 2027 [9][10]
雪祺电气: 关于收购合肥盛邦电器有限公司部分股权并增资的公告