Core Viewpoint - The company plans to sell its entire stake in Guoji Capital Holdings Co., Ltd. to Guoji Group Industrial Investment (Beijing) Co., Ltd. for a transaction amount of 11,250,538.60 yuan, which constitutes an affiliated transaction as Guoji Group is the controlling shareholder of the company [2][4][10]. Group 1: Transaction Overview - The company intends to transfer its 0.23% stake in Guoji Capital, with the transaction price set at 11,250,538.60 yuan, subject to final valuation by the state-owned assets regulatory authority [2][4]. - The transaction has been approved by the company's board of directors and does not require shareholder approval as it does not meet the threshold for significant asset restructuring [2][6][30]. Group 2: Transaction Details - The transfer agreement has not yet been signed, and the existing shareholders of Guoji Capital are still undergoing internal review processes regarding their right of first refusal [3][13]. - The transaction is based on an asset valuation report, which indicates that Guoji Capital's net asset value is 486,686.56 million yuan as of May 31, 2025, with a slight increase from previous evaluations [19][21]. Group 3: Financial Impact - The sale will not affect the company's consolidated financial statements, as Guoji Capital will no longer be a subsidiary, and it is expected to focus on its core business [30]. - The transaction price is deemed fair and reasonable, aligning with legal regulations and not harming the interests of the company or its minority shareholders [22][30]. Group 4: Approval Process - The independent directors of the company have reviewed and approved the transaction, confirming that it is conducted on an equal and negotiated basis [31][32]. - The board meeting held on December 2, 2025, resulted in a unanimous approval from non-affiliated directors, further validating the transaction's compliance with internal governance [32].
中国电器科学研究院股份有限公司 关于出售参股公司国机资本控股有限公司股权暨关联交易的公告