Core Viewpoint - The company plans to acquire a 30% stake in Hubei Yongyi Nursing Products Co., Ltd. from Mr. Shi Qiong for 19 million yuan, which will enhance its operational capabilities and profitability [1][2][22]. Summary by Sections 1. Overview of Related Transactions - The company intends to use its own funds of 19 million yuan to purchase a 30% stake in Hubei Yongyi, with the transaction constituting a related party transaction as Mr. Shi Qiong is the actual controller and chairman of the company [2][6]. - The transaction has been approved by the independent directors and the board of directors, and does not require shareholder approval as it does not meet the threshold for such [2][5][24]. 2. Transaction Details - The board meeting on September 23, 2025, saw 6 votes in favor and 1 abstention, with Mr. Shi Qiong recusing himself from the vote [3][24]. - The transaction amount of 19 million yuan represents 1.65% of the company's latest audited net assets [6]. 3. Information on the Transaction Counterparty - Mr. Shi Qiong is not listed as a dishonest executor according to public records [8]. - There are no other existing relationships between the company and Mr. Shi Qiong that could lead to conflicts of interest [7]. 4. Basic Information on the Transaction Target - Hubei Yongyi was established in February 2015 with a registered capital of 50 million yuan, and prior to the transaction, Mr. Chen Yingjun held 70% of the shares while Mr. Shi Qiong held 30% [9]. - The company specializes in the production and sale of hygiene products, including diapers and sanitary pads, and is a supplier for the company's own brand [11][22]. 5. Valuation and Pricing of the Transaction - An independent third-party valuation firm assessed Hubei Yongyi's total equity at 65.3685 million yuan as of March 31, 2025, using the asset-based approach [14]. - The transaction price was negotiated based on this valuation, ensuring fairness and alignment with shareholder interests [14][22]. 6. Impact of the Related Transaction on the Company - The acquisition is expected to enhance the company's brand development strategy and operational efficiency, reducing procurement costs and increasing market competitiveness [22]. - The transaction will not adversely affect the company's financial status or operational results and will not lead to new related transactions or competition [22]. 7. Required Approval Procedures - The transaction does not require further approval from regulatory bodies as it does not constitute a major asset restructuring [5][24].
证券代码:603214 证券简称:爱婴室 公告编号:2025-053