Core Viewpoint - Jiangsu Fumiao Technology Co., Ltd. is introducing a strategic investor through capital increase and share expansion of its wholly-owned subsidiary, Anhui Fumiao, to optimize its shareholder structure and support long-term strategic development [1][9]. Group 1: Transaction Overview - Anhui Fumiao, a wholly-owned subsidiary of Jiangsu Fumiao, plans to raise capital by introducing Anqing Yihong Venture Capital Partnership as a strategic investor, contributing RMB 40 million for a 16.67% equity stake [2][4]. - After the transaction, Jiangsu Fumiao's ownership in Anhui Fumiao will decrease from 100% to 83.33%, maintaining control over the subsidiary [2][4]. - The capital raised will be used for the ongoing construction and future business development of Anhui Fumiao's project [2][9]. Group 2: Financial and Structural Details - The registered capital of Anhui Fumiao will increase from RMB 200 million to RMB 240 million post-transaction [6]. - The financial data for Anhui Fumiao shows total assets of approximately RMB 573.41 million and total liabilities of about RMB 411.78 million for the first half of 2025 [5]. - The net profit for the first half of 2025 was a loss of approximately RMB 1.24 million, indicating ongoing financial challenges [5]. Group 3: Approval and Compliance - The transaction has been approved by the board of directors and requires further approval from the shareholders' meeting [10][11]. - The independent directors have unanimously agreed that the transaction aligns with the company's long-term strategic goals and does not harm the interests of shareholders, particularly minority shareholders [9][10]. - The pricing of the transaction is deemed fair and reasonable, following necessary legal and regulatory requirements [6][11].
富淼科技: 华泰联合证券有限责任公司关于江苏富淼科技股份有限公司全资子公司增资扩股引入战略投资者暨关联交易的核查意见