长发集团长江投资实业股份有限公司关于购买长三角和合企业发展（上海）有限公司51%股权暨关联交易的公告

Core Viewpoint - The company, Changjiang Investment, is acquiring a 51% stake in Changjiang Hehe Enterprises Development (Shanghai) Co., Ltd. for a cash consideration of 22.185 million yuan, aiming to enhance its business synergy and risk resilience within the Yangtze River Delta integration demonstration zone [2][5][40]. Group 1: Transaction Overview - The acquisition involves purchasing the stake from the company's indirect controlling shareholder, Changjiang Investment Company [2][5]. - The transaction is classified as a related party transaction and does not constitute a major asset restructuring [3][4]. - The board of directors has approved the transaction, which does not require shareholder approval but needs to be reported to the relevant state-owned asset regulatory authority [4][8]. Group 2: Financial Assessment - The total equity value of the target company, as assessed by Shanghai Shenwei Asset Appraisal Co., Ltd., is 43.5 million yuan, reflecting a 56.96% increase from its book value of 27.7137 million yuan [6][21]. - The agreed transaction price for the 51% stake is 22.185 million yuan, based on the appraisal results [6][21]. Group 3: Business Rationale - The acquisition aims to facilitate the company's integration into the Yangtze River Delta region, enhancing operational capabilities and establishing a business platform in the core area of the demonstration zone [5][40]. - The target company specializes in property services and has a strong operational presence in the region, which aligns with the company's strategic goals [12][40]. Group 4: Performance Commitments - The seller commits to achieving a cumulative net profit of no less than 8.6 million yuan over three years, with specific annual targets set for 2026, 2027, and 2028 [35][36]. - If the performance targets are not met, the seller is obligated to compensate the buyer based on the shortfall [36][50]. Group 5: Related Party Transaction Impact - The transaction is expected to be conducted fairly and will not adversely affect the company's financial condition or operational results [40]. - Post-acquisition, the company anticipates new related party transactions primarily related to property management fees from projects associated with the seller [41].