上海华峰铝业股份有限公司 关于收购上海华峰普恩聚氨酯有限公司100%股权暨关联交易的公告

Core Viewpoint - Shanghai Huafeng Aluminum Co., Ltd. has signed a share transfer agreement to acquire 100% equity of Shanghai Huafeng Puen Polyurethane Co., Ltd. for a cash consideration of RMB 100.0605 million, which constitutes a related party transaction [2][5][51]. Group 1: Transaction Overview - The acquisition is aimed at enhancing the company's business development resources and alleviating material storage issues due to tight production capacity [8][37]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations [3][7]. - The transaction will be effective upon the completion of necessary internal approval procedures by both parties [4][10]. Group 2: Financial Details - The transaction price is based on an asset valuation report from Yinxin Asset Appraisal Co., Ltd., which assessed the total equity value of Huafeng Puen at RMB 100.0605 million as of October 31, 2025 [21][29]. - The valuation indicated an increase of RMB 172.4384 million, representing a 238.25% appreciation, primarily due to land value [27][50]. Group 3: Board and Supervisory Committee Approval - The transaction was approved by the company's board of directors with a vote of 3 in favor and 0 against, and by the supervisory committee with a vote of 2 in favor and 0 against [9][44][60]. - Related directors and supervisors recused themselves from the voting process to ensure fairness [9][43]. Group 4: Impact on Company Operations - The acquisition will allow the company to terminate Huafeng Puen's existing polyurethane insulation materials business and repurpose its facilities for the development and production of aluminum thermal transfer materials and stamping parts [8][41]. - The transaction is expected to improve the overall resource allocation efficiency and market competitiveness of the company [37]. Group 5: Related Party Transaction Compliance - The transaction is classified as a related party transaction, but it does not require shareholder approval as there have been no significant related party transactions in the past 12 months [11][51]. - The company maintains independence in its operations despite the related party relationship with Huafeng Group [12][14].