XfmGroup(SH:603225) Zheng Quan Zhi Xing·2025-09-05 16:33Core Viewpoint - The company plans to acquire 100% equity of Zhejiang Saimeier New Materials Technology Co., Ltd. from its controlling shareholder, Xin Fengming Holding Group Co., Ltd., for a transaction price of RMB 102,374,471.52, which constitutes a related party transaction [1][2][3] Summary by Sections 1. Overview of Related Transactions - The acquisition will reduce the company's reliance on external oil agent suppliers, lower production costs, and enhance operational stability and sustainable profitability [2][3] - The transaction has been approved by the company's board and does not require shareholder approval [1][3] 2. Purpose and Reasons for the Transaction - The acquisition aims to decrease dependence on external suppliers, streamline operations, and improve cost efficiency, aligning with the company's strategic development [3][12] - The expected production capacity of Saimeier's first-phase project is 15,000 tons of textile additives, set to commence by the end of 2025 [3][6] 3. Financial Overview of the Target Company - As of June 30, 2025, Saimeier's total assets are RMB 263,506.30 million, with total liabilities of RMB 233,182.75 million, resulting in net assets of RMB 30,323.55 million [5][8] - The company's revenue for the first half of 2025 is RMB 273,743.81 million, with a net loss of RMB 254.89 million [5][8] 4. Valuation and Pricing of the Transaction - The transaction price of RMB 102,374,471.52 is based on an asset valuation report, reflecting a premium over Saimeier's net assets of RMB 100,007,075.49 [2][9] - The valuation was conducted by a qualified appraisal firm, ensuring the pricing is fair and does not harm the interests of the company or its shareholders [9][10] 5. Impact of the Transaction on the Company - The acquisition is expected to enhance the company's governance structure, increase operational independence, and improve transparency [2][12] - The transaction will significantly reduce daily transactions with related parties, aligning with the company's long-term strategic goals [2][12]