Sunway(SH:603333) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-11-25 03:48Core Viewpoint - The company plans to increase its investment in Sichuan Zhongfu Taihua New Materials Technology Co., Ltd. by 520.41 million RMB, acquiring a 51% stake, which will make it a subsidiary and included in the company's consolidated financial statements [20][24][25]. Group 1: Related Transactions Overview - The proposed related transactions require approval from the shareholders' meeting [2][27]. - The transactions will not create significant dependency on related parties and are aligned with the company's operational needs [3][18]. - The pricing principles and methods for the related transactions comply with relevant laws and regulations, ensuring fairness and reasonableness [3][5][18]. Group 2: Investment Details - The company intends to use its own or raised funds to invest 520.41 million RMB in Sichuan Zhongfu Taihua, increasing its registered capital from 500 million RMB to 1.020 billion RMB [20][24]. - The investment will be funded by 220 million RMB from the company and a 300 million RMB loan from the controlling shareholder, with an annual interest rate of 3.8% [9][23][63]. - The controlling shareholder has committed to ensuring that Sichuan Zhongfu Taihua achieves a net profit of no less than 180 million RMB from 2026 to 2028, with provisions for compensation if this target is not met [22][45][46]. Group 3: Financial Impact - As of October 31, 2025, the company's debt-to-asset ratio stands at 29.02%, with sufficient cash reserves and bank credit lines to support ongoing operations [23][63]. - The investment in Sichuan Zhongfu Taihua is expected to diversify the company's business model, creating a dual-driven strategy of "cables + chemicals" and enhancing its resilience and sustainable growth potential [63]. Group 4: Related Party Information - The controlling shareholder, Fuhua Chemical, holds significant stakes in both Sichuan Zhongfu Taihua and its parent company, Shenzhen Zhongfu Taihua New Materials Technology Co., Ltd. [10][30]. - The related party transactions will primarily involve the purchase of raw materials and services necessary for the company's operations [17][18]. Group 5: Approval and Compliance - The board of directors has approved the investment proposal, which is pending approval from the shareholders' meeting [21][27]. - The company has conducted necessary evaluations and assessments to ensure compliance with relevant regulations regarding related party transactions [5][42].