Zheng Quan Zhi Xing·2025-08-25 17:05Summary of Key Points Core Viewpoint - The acquisition of Dongfeng Motor Corporation by Dongfeng Motor Group (Wuhan) Investment Co., Ltd. will result in the latter holding 1,100,000,000 shares of Dongfeng Motor Co., representing 55% of the total share capital, thus becoming the controlling shareholder of Dongfeng Motor Co. without changing the actual controller of the company [2][20]. Group 1: Acquisition Details - The acquisition is executed through the absorption merger of Dongfeng Group Co., Ltd., allowing Dongfeng Investment to inherit the shares held by Dongfeng Group [2][20]. - The acquisition complies with the regulations of the "Management Measures for the Acquisition of Listed Companies," allowing Dongfeng Investment to avoid making a public offer due to the nature of the transaction [20][21]. - The acquisition has completed the necessary legal procedures and approvals as of the signing date of the report [2][4]. Group 2: Financial Information - As of December 31, 2024, Dongfeng Investment reported total assets of 432,063.69 million yuan and net assets of 357,058.02 million yuan, with a debt-to-asset ratio of 17.36% [14][15]. - The revenue for 2024 is projected at 148,498.99 million yuan, with a net profit of 44,911.15 million yuan, reflecting a net asset return rate of 6.08% [15]. Group 3: Corporate Structure - Dongfeng Investment is a wholly-owned subsidiary of Dongfeng Company, which is controlled by the State-owned Assets Supervision and Administration Commission of the State Council [4][14]. - The corporate structure indicates that Dongfeng Investment will become the controlling shareholder of Dongfeng Motor Co. post-acquisition, while the actual controller remains unchanged [20][21]. Group 4: Management and Governance - The management team of Dongfeng Investment includes Guo Tao as the director and Yang Yanding as the general manager, with no recent legal issues reported [15][17]. - The acquisition decision has undergone the necessary authorizations and approvals, ensuring compliance with corporate governance standards [15][17].