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神马股份: 神马股份2025年第三次临时股东大会会议材料

Transaction Overview - The company plans to acquire 10.27% minority shareholder equity in its subsidiary, Henan Shennma Nylon Chemical Co., Ltd., from the Jinshi Manufacturing Industry Transformation and Upgrading New Materials Fund for a cash consideration of 952 million RMB [1][2][15] - Post-transaction, the company's ownership in the nylon chemical subsidiary will increase from 61.79% to 72.06%, while Jinshi Fund's stake will decrease from 15.66% to 5.39% [1][2] Financial Information - The total assets of Henan Shennma Nylon Chemical Co., Ltd. as of December 31, 2024, were 1,210,761.69 million RMB, with total liabilities of 359,396.23 million RMB, resulting in total equity of 851,365.45 million RMB [5][9] - For the first quarter of 2025, the company's revenue was reported at 158,620.48 million RMB, with a net profit of 1,666.01 million RMB [5][9] Valuation and Pricing - The valuation of the nylon chemical subsidiary was conducted by Beijing Guorong Xinghua Asset Appraisal Co., Ltd., using both asset-based and market approaches, with the asset-based method yielding a total equity value of 927,403.11 million RMB, reflecting a 7.08% increase [9][14] - The agreed transaction price of 952 million RMB corresponds to the assessed value of the 10.27% equity stake, ensuring a fair and reasonable pricing structure [14][15] Impact on the Company - This acquisition is expected to enhance the company's control and operational efficiency over Henan Shennma Nylon Chemical Co., Ltd., thereby improving profitability and competitive strength [21][22] - The transaction will not alter the consolidation scope of the company's financial statements, as the nylon chemical subsidiary is already included [21][22]