ShaanGu(SH:601369) Zheng Quan Zhi Xing·2025-08-22 11:14Core Viewpoint - Xi'an Shaangu Power Co., Ltd. plans to absorb and merge its wholly-owned subsidiary Shaangu Power (Hong Kong) Co., Ltd. with its wholly-owned grandchild company Shaangu Power (Luxembourg) Co., Ltd. to optimize its investment holding structure and improve management efficiency [1][2][3] Summary of Absorption and Merger Overview of the Absorption and Merger - The merger is initiated due to the lack of tax advantages for the Luxembourg company and the need to comply with regulatory requirements from the Xi'an State-owned Assets Supervision and Administration Commission [1] - The merger will not constitute a related party transaction or a major asset restructuring as defined by relevant regulations, thus not requiring shareholder approval [1][2] Financial Status of the Companies Involved - Absorbing Company (Hong Kong Company) - Total Assets: 57,989.31 million RMB (as of December 31, 2024) [2] - Net Assets: 347.39 million RMB (as of December 31, 2024) [2] - Net Profit: 319.16 million RMB (for the year 2024) [2] - Merged Company (Luxembourg Company) - Total Assets: 40,039.55 million RMB (as of December 31, 2024) [2] - Net Assets: -8,493.33 million RMB (as of December 31, 2024) [2] - Net Loss: -1,139.18 million RMB (for the year 2024) [2] Merger Method and Arrangements - The merger will involve the complete absorption of all assets, liabilities, and operations of the Luxembourg company by the Hong Kong company [2][3] - The management is authorized to handle the implementation of the merger, including necessary legal and regulatory procedures [3] Purpose and Impact of the Merger - The merger aims to streamline the management structure, reduce management costs, and enhance operational efficiency, aligning with the company's development needs [3] - The financial statements of both companies are already consolidated, ensuring no adverse impact on the company's financial status or shareholder interests [3]