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众合科技: 财通证券股份有限公司关于浙江众合科技股份有限公司出售子公司股权被动形成财务资助暨关联交易的核查意见
Zheng Quan Zhi Xing·2025-08-15 12:16

Financial Assistance Overview - The company plans to transfer 75% of its subsidiary, 温瑞公司, to 杭州山屿源环保科技有限公司, retaining 25% ownership, but 温瑞公司 will no longer be included in the company's consolidated financial statements [1][3] - The financial assistance provided by the company to 温瑞公司 amounts to 6 million yuan, with a total financial support of 24 million yuan from both the company and 杭州山屿源环保 [2][11] Financial Support Details - 杭州山屿源环保 is required to provide at least 9 million yuan to 温瑞公司 for equipment payments and to repay the company's loans [2] - The financial assistance agreement specifies a loan amount of 6 million yuan with a term of 24 months and an interest rate of 20% above the one-year loan market quotation rate (LPR) [2][10] Transaction and Regulatory Compliance - The transaction constitutes an associated transaction as the financial director of the company is also a director of 温瑞公司, and it requires shareholder approval [3][13] - The independent directors and the board of directors have approved the transaction, emphasizing its alignment with the company's strategy to optimize asset structure and focus on core business [11][12] Financial Position of 温瑞公司 - As of the latest audit, 温瑞公司的 total assets are approximately 112 million yuan, with total liabilities of about 73 million yuan, resulting in net assets of around 39 million yuan [5] - 温瑞公司 has shown stable operations and good cash flow, making the financial assistance reasonable for maintaining normal operations [11][12] Risk Management Measures - The company has implemented measures to gradually reduce the scale of financial assistance and requires 杭州山屿源环保 to provide proportional financial support [11][12] - 杭州山屿源环保 has committed to joint financial support and will provide a guarantee for the company's financial assistance [12][13]