Zhongfu Shenying Carbon Fiber (SH:688295) Zheng Quan Zhi Xing·2025-08-27 13:09Core Viewpoint - The company plans to sign a procurement and installation contract for a fiber spinning machine renovation project with Jiangsu Yingyou, involving a total cost of 19.0936 million yuan (including tax) for various equipment [1][8]. Summary by Sections 1. Overview of Related Transactions - The wholly-owned subsidiary, Zhongfu Shenying Carbon Fiber Xining Co., Ltd. (referred to as "Shenying Xining"), intends to procure 7 steam drawing machines, 15 sets of spinning machine brackets A/B/C, 240 static mixers, and 240 reducers from Jiangsu Yingyou [1][2]. - The transaction constitutes a related party transaction but does not qualify as a major asset restructuring under relevant regulations [2][4]. 2. Transaction Details - The total procurement amount is 19.0936 million yuan (including tax), with the final settlement price to be determined [1][8]. - The payment will be made in installments as per the contract terms [3][8]. 3. Approval Process - The transaction has been approved by the company's board of directors and supervisory board, with related directors abstaining from voting [2][11]. - The transaction does not require submission to the shareholders' meeting for approval as it does not meet the threshold [2][4]. 4. Financial and Operational Context - Jiangsu Yingyou, the counterparty, is controlled by a major shareholder of the company, and its financial data shows total assets of 1.51394 billion yuan and a net profit of 114.27 million yuan for the year 2024 [5][6]. - The transaction is expected to help reduce the production costs of carbon fiber manufacturing [6][8]. 5. Valuation and Pricing - The transaction price of 19.0936 million yuan falls within the market value range of 18.3537 million to 20.1076 million yuan as assessed by a third-party evaluation agency [7]. - The pricing is based on fair market value and follows principles of fairness and transparency [7][11]. 6. Impact on the Company - The procurement and installation services are essential for maintaining the confidentiality and continuity of the company's core technology in carbon fiber production [10][11]. - The transaction is deemed necessary and beneficial for the company and its shareholders, ensuring no adverse impact on the company's independence [10][11].