ZGXT(SZ:000831) Zheng Quan Zhi Xing·2025-08-29 11:21Overview - The core point of the announcement is that China Rare Earth Group Resources Technology Co., Ltd. plans to absorb and merge its wholly-owned subsidiary, China Rare Earth (Ganzhou) Co., Ltd., which will lead to the cancellation of the subsidiary's independent legal status and the inheritance of all its assets, debts, and rights by the parent company [1][2]. Group 1: Merger Details - The merger is part of the company's strategy to implement the guidelines for deepening state-owned enterprise reform, optimize the layout of state-owned capital, and improve management efficiency [1][4]. - The merger does not constitute a related party transaction or a major asset restructuring as defined by the Shenzhen Stock Exchange and requires approval from the shareholders' meeting [2][4]. - The merger will not significantly impact the company's normal operations, financial status, or results, and will not harm the interests of shareholders, especially minority shareholders [1][5]. Group 2: Company Information - The parent company, China Rare Earth Group Resources Technology Co., Ltd., was established on June 17, 1998, with a registered capital of 1,061,220,807 RMB and is involved in the trade and research of rare earth products [2]. - The subsidiary, China Rare Earth (Ganzhou) Co., Ltd., was established on October 30, 2008, with a registered capital of 837,133,300 RMB, focusing on the sale of rare earth metals and related products [2]. Group 3: Financial Overview - As of June 30, 2025, the total assets of the subsidiary were 180,788.28 million RMB, with net assets of 169,434.89 million RMB and a net profit of 7,114.31 million RMB for the first half of 2025 [3]. - The merger will not require any payment of consideration, and the financial statements of the subsidiary have already been included in the consolidated financial statements of the parent company [3][5]. Group 4: Post-Merger Structure - After the merger, the operational business of the subsidiary will be inherited and continued by the parent company, with no changes to the governance structure, core management team, or daily operations of the two wholly-owned subsidiaries involved [4]. - The merger aims to streamline the management structure, reduce legal entities, and enhance asset management efficiency, aligning with the company's long-term development strategy [4].