SG(SH:600734) Shang Hai Zheng Quan Bao·2025-11-04 19:10Group 1 - The company plans to acquire 95% of Fujian Shuchan Ming Shang Technology Co., Ltd. for an estimated price of 184,614,165 yuan, which constitutes a related party transaction but does not qualify as a major asset restructuring [4][10][11] - The board meeting held on November 3, 2025, approved the acquisition with 5 votes in favor, 0 abstentions, and 0 against, while two related directors abstained from voting [4][41] - The transaction is expected to enhance the company's main business revenue and profit scale, thereby improving market competitiveness [36] Group 2 - The acquisition requires approval from the shareholders' meeting, as it meets the threshold of related party transactions exceeding 30 million yuan, which is more than 5% of the company's latest audited net assets [42] - The company has conducted 22 related party transactions with its indirect controlling shareholder, Fujian Big Data Group, in the past 12 months, totaling 97.4833 million yuan, which is 24.42% of the latest audited net assets [10][14] - The independent directors unanimously approved the acquisition proposal during a special meeting prior to the board meeting [12][40] Group 3 - The acquisition is based on an asset appraisal conducted by a qualified third-party firm, which valued the total equity of the target company at 194,330,700 yuan as of December 31, 2024, resulting in a 5.78% increase in value [20][22] - The transaction price is determined based on the appraisal value and is deemed fair and reasonable, with no discrepancies between the transaction price and the appraisal value [22][24] - The target company has a clear ownership structure with no existing encumbrances or legal disputes affecting the transfer of ownership [19][18]