ESTUN AUTOMATION(SZ:002747) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-08-20 19:48Core Viewpoint - The company, Nanjing Estun Automation Co., Ltd., has signed a transaction framework agreement to transfer shares of its subsidiary, Yangzhou Shuguang, to Wuxi Xinhongye Cable Technology Co., Ltd. This transaction is aimed at optimizing resource allocation and strategic layout, allowing the company to focus more on its core business and target market [2][4][22]. Group 1: Transaction Overview - The transaction involves the transfer of 48% and 14% shares of Yangzhou Shuguang from the company's subsidiary, Dingkong Mechanical and Electrical Technology Co., Ltd., and Shuguang Lanfengqi (Nanjing) Technology Partnership, respectively, to Xinhongye [2][4]. - The total valuation for 100% of Yangzhou Shuguang is tentatively set at 510 million yuan, with the final transaction price to be determined after due diligence and negotiations [10]. - The transaction does not qualify as a major asset restructuring under relevant regulations and does not constitute a related party transaction [3][4]. Group 2: Parties Involved - The buyer, Wuxi Xinhongye Cable Technology Co., Ltd., was established on February 13, 2004, with a registered capital of 135.938 million yuan [5][6]. - The major shareholders of Xinhongye include Bu Xiaohua and Sun Qunxia, each holding 21.63% of the shares [6]. Group 3: Target Company Information - Yangzhou Shuguang is a limited liability company established on November 11, 2002, with a registered capital of 37.5 million yuan [8]. - The company specializes in manufacturing industrial automation control systems and related electronic components [8]. Group 4: Financial Data and Performance Commitments - The performance commitment includes a target net profit of 25 million yuan for 2025, with subsequent targets of 30 million yuan, 35 million yuan, and 40 million yuan for 2026, 2027, and 2028, respectively [15][16]. - If the actual cumulative net profit falls below 90% of the committed target, the sellers will be liable for compensation [16][17]. Group 5: Transaction Purpose and Impact - The transaction is expected to enhance the company's resource allocation and strategic focus, aligning with its long-term development strategy [22]. - The company does not anticipate any significant impact on its financial and operational status following the completion of this transaction [22].