CGWS(SZ:002939) Zheng Quan Zhi Xing·2025-08-29 16:41Core Viewpoint - The company, Zhejiang Benli Technology Co., Ltd., is undergoing a merger with its wholly-owned subsidiary, Linhai Benli Technology Co., Ltd., which involves changing the implementation subject of certain fundraising investment projects. This merger aims to optimize the management structure and enhance operational efficiency without adversely affecting the company's financial status or business development [10][12][13]. Group 1: Basic Information of the Companies - Zhejiang Benli Technology Co., Ltd. was established on May 13, 2011, with a registered capital of 106 million RMB and operates in various technology and chemical sectors [1]. - Linhai Benli Technology Co., Ltd. was founded on April 19, 2022, with a registered capital of 300 million RMB, focusing on pharmaceutical production and technology services [2][4]. Group 2: Financial Overview - As of the latest audited figures, Zhejiang Benli Technology has total assets of approximately 1.59 billion RMB, total liabilities of about 294 million RMB, and owner’s equity of around 1.30 billion RMB [2]. - Linhai Benli Technology's total assets are approximately 357 million RMB, with total liabilities of about 55 million RMB and owner’s equity of around 303 million RMB [4]. Group 3: Merger Details - The merger will involve the absorption of all assets, liabilities, and equity of Linhai Benli, with the company continuing its operations post-merger and applying for the cancellation of Linhai Benli's independent legal status [4][10]. - The management of the company is authorized to handle all matters related to the merger, including asset transfers and regulatory compliance [4][10]. Group 4: Fundraising and Investment Projects - The company raised a total of 751.4 million RMB through its initial public offering, with a net amount of approximately 683.26 million RMB after deducting issuance costs [5]. - The investment projects funded by the raised capital include various technology and infrastructure projects, with the total investment amounting to approximately 47.61 million RMB [7][11]. Group 5: Changes in Implementation Subjects - The implementation subjects for the "Research and Development Center Construction Project" and "Acquisition of Land Use Rights and Preliminary Infrastructure Construction" will change from Linhai Benli to Zhejiang Benli, while the investment amounts and project purposes remain unchanged [10][11]. - The change in implementation subjects is expected to enhance resource allocation and improve the efficiency of fundraising utilization without altering the intended use of the funds [11][13]. Group 6: Approval Process - The merger and changes in project implementation subjects have been approved by the company's board of directors and supervisory board, and will be submitted for shareholder approval [12][13]. - The supervisory board supports the merger as it aligns with the company's strategic development needs and will not materially impact the company's financial condition [12][13].