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影石创新: 中信证券股份有限公司关于影石创新科技股份有限公司放弃参股公司优先增资权暨关联交易的核查意见
Zheng Quan Zhi Xing·2025-08-29 17:25

Core Viewpoint - The company, Ying Shi Innovation Technology Co., Ltd., has decided to waive its preferential subscription rights for the capital increase of its associate company, Dongguan Rongguang Optical Co., Ltd., as part of its overall strategic development considerations [2][14]. Summary by Sections 1. Related Transactions Overview - The company holds a 20% stake in Dongguan Rongguang Optical, which plans to raise capital by introducing new investors, including He Xie Chao Yue Fund and Shenzhen Wen Zheng Chang You Fund, with a total capital increase amounting to RMB 58.7 million [1][2]. - The capital increase will result in a new registered capital of RMB 5.465315 million and an increase in capital reserve of RMB 53.234685 million [1]. 2. Impact on Shareholding - Following the capital increase, the registered capital of Rongguang Optical will rise from RMB 15.828 million to RMB 21.293315 million, reducing the company's shareholding from 20% to approximately 14.8666% [2][14]. 3. Compliance with Regulations - The waiver of preferential subscription rights constitutes a related transaction but does not qualify as a major asset restructuring under relevant regulations [2][3]. - The company’s board of directors approved the waiver on August 27, 2025, after a review by independent directors [2][14]. 4. Financial Data of Rongguang Optical - As of the latest audited report, Rongguang Optical has total assets of approximately RMB 48.46 million and total liabilities of about RMB 30.63 million, resulting in a net asset value of around RMB 17.83 million [5]. - The company reported a net loss of approximately RMB 2.53 million in the last fiscal year [5]. 5. Transaction Pricing and Agreements - The pricing for the capital increase was determined based on the actual operating conditions of Rongguang Optical, ensuring fairness and compliance with legal regulations [6][14]. - The agreement includes provisions for the rights of existing shareholders to waive their preferential subscription rights [8][9]. 6. Approval Process - The independent directors and the board of directors have both approved the transaction, confirming that it does not require further shareholder approval [14][15].