江苏汇鸿国际集团股份有限公司

Core Viewpoint - The company is undergoing a merger where Jiangsu Ningban will absorb Nanjing Ningban, with the evaluation of assets conducted using both asset-based and income methods, ultimately selecting the asset-based method for valuation due to its reflection of market value and cost of assets [1][2][29]. Group 1: Evaluation Methods - The asset-based method resulted in a valuation of 22,765.22 million RMB, reflecting the cost of asset replacement and the necessary labor involved in asset acquisition [2][6]. - The income method, while focusing on future profitability, showed a difference of 435.78 million RMB with a variance rate of 1.88% compared to the asset-based method [1][2]. Group 2: Merger Details - The actual net assets of Jiangsu Ningban were evaluated at 22,229.74 million RMB, while Nanjing Ningban's net assets were 14,877.57 million RMB [6][29]. - Post-merger, Jiangsu Ningban's registered capital will decrease from 22,090.4465 million RMB to 16,505.7330 million RMB, a reduction of 5,584.7135 million RMB [7][10]. Group 3: Shareholding Structure - After the merger, Jiangsu Youse will hold approximately 14.365% of Jiangsu Ningban, while Osaka Special Alloy will hold about 85.635% [7][12]. - The shareholding ratios were calculated based on the evaluation values of both companies and the adjustments made during the merger process [12][24]. Group 4: Transaction Impact - The merger is expected to optimize the organizational structure, reduce management costs, and improve operational efficiency, aligning with the company's development needs [29][31]. - The transaction will not introduce new related parties or transactions, ensuring compliance with legal and regulatory requirements [31][32]. Group 5: Approval Process - The independent directors and the board of directors have reviewed and approved the merger proposal, confirming that it does not constitute a major asset restructuring as per regulations [32][36]. - The merger agreement and related transactions have been deemed fair and beneficial for the company's future business development [34][35].