Zheng Quan Zhi Xing·2025-08-27 16:18Group 1: Overview of Related Transactions - The company plans to sign an equity transfer agreement to transfer 100% equity of its wholly-owned subsidiary, Shenzhen Taiziwan Commercial Storage Co., Ltd., to China Merchants Energy Transportation Co., Ltd. for a price of RMB 715.518 million [1][9] - This transaction constitutes a related party transaction as both companies are controlled by China Merchants Group Co., Ltd. and does not qualify as a major asset restructuring [1][2] Group 2: Approval Process - The independent directors of the company held a special meeting and unanimously approved the related transaction with a vote of 3 in favor, 0 against, and 0 abstentions [2] - The board meeting on August 26, 2025, also saw non-related directors approve the transaction with a vote of 5 in favor, 0 against, and 0 abstentions, and it does not require shareholder approval [2] Group 3: Financial Information of Related Party - As of the end of 2024, China Merchants Energy Transportation had total assets of RMB 70.619 billion, total liabilities of RMB 29.770 billion, and net assets of RMB 40.849 billion [3] - For the first quarter of 2025, the company reported revenue of RMB 5.595 billion and a net profit of RMB 0.865 billion [3] Group 4: Details of the Target Company - Shenzhen Taiziwan Commercial Storage Co., Ltd. was established on September 22, 2015, with a registered capital of RMB 140 million and is fully owned by the company [3][4] - The main business involves holding and leasing the entire property rights of the China Merchants Jiyu Building located in the Taiziwan area of Shenzhen [4] Group 5: Financial Performance of the Target Company - As of the end of 2024, Taiziwan Commercial Storage had total assets of RMB 656 million, total liabilities of RMB 520 million, and a net asset of RMB 136 million [5] - For the first half of 2025, the company reported revenue of RMB 15 million and a net loss of RMB 1.1204 million [5] Group 6: Valuation and Pricing - The valuation of the equity transfer was based on an asset assessment report, with the asset-based method yielding a valuation of RMB 715.518 million, reflecting a 426.05% increase [6][7] - The income approach provided a lower valuation of RMB 566.8114 million, indicating a 316.72% increase [7] Group 7: Transaction Terms - The payment for the equity transfer will be made in three installments: 40% upon signing, 50% within 10 working days after signing the delivery confirmation, and 10% within four months after signing [9][10] - The company will ensure good management of Taiziwan Commercial Storage during the transition period, with profits going to China Merchants Energy and losses borne by the company [10] Group 8: Strategic Implications - The transaction aims to enhance the industrial concentration and economic vitality of the Taiziwan area by leveraging synergies between the two companies [10]