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天通股份: 天通股份关于全资子公司吸收合并全资孙公司的公告

Overview - Tian Tong Holdings Co., Ltd. (hereinafter referred to as "Tian Tong" or "the Company") plans to absorb and merge its wholly-owned subsidiary Tian Tong Intelligent Equipment Co., Ltd. (hereinafter referred to as "Tian Tong Intelligent") with its wholly-owned sub-subsidiary Tian Tong Rijing Precision Technology Co., Ltd. (hereinafter referred to as "Tian Tong Rijing") [1][2] Merger Details - The merger will result in the cancellation of Tian Tong Rijing's legal entity, with all assets, debts, personnel, and rights and obligations being inherited by Tian Tong Intelligent [1][2] - The merger has been approved by the Company's 14th meeting of the 9th Board of Directors and does not require submission to the shareholders' meeting [1][2] - This merger does not constitute a related party transaction or a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" [2] Financial Information - Tian Tong Intelligent Equipment Co., Ltd.: - Total assets: 2,005.51 million RMB (2025) [4] - Total liabilities: 915.20 million RMB (2025) [4] - Net assets: 1,090.31 million RMB (2025) [4] - Operating income: 545.38 million RMB (2025) [4] - Tian Tong Rijing Precision Technology Co., Ltd.: - Total assets: 689.36 million RMB (2025) [6] - Total liabilities: 439.10 million RMB (2025) [6] - Net assets: 250.26 million RMB (2025) [6] - Operating income: 337.76 million RMB (2025) [6] - Net profit: -14.65 million RMB (2025) [6] Strategic Implications - The merger aims to optimize resource allocation, establish an integrated operational mechanism, and streamline the organizational structure, thereby reducing operational costs and enhancing management efficiency [1][2][6] - Both Tian Tong Intelligent and Tian Tong Rijing are wholly-owned subsidiaries, and their financial statements are already included in the Company's consolidated financial statements [6]