金石资源集团股份有限公司关于购买浙江诺亚氟化工有限公司部分股权的公告

Core Viewpoint - The company, Jinshi Resources Group Co., Ltd., plans to acquire a 15.7147% stake in Zhejiang Nuoya Fluorochemical Co., Ltd. for a total consideration of approximately 256.94 million yuan, positioning itself as the second-largest shareholder of Nuoya Fluorochemical, which specializes in fluorinated electronic chemicals [2][6][19]. Transaction Overview - The transaction involves Jinshi Resources acquiring the stake from six shareholders, including Shaoxing Shangyu Longcang Equity Investment Partnership [2][6]. - The total registered and paid-in capital of Nuoya Fluorochemical is 13,105,998 yuan [2]. - Post-transaction, the company will hold a 15.7147% stake, with a shareholding difference of 0.1415% from the largest shareholder [2][10]. Strategic Intent - This investment aims to leverage the company's upstream fluorite resources and basic fluorochemical products to enter the high-growth fine fluorochemical sector, aligning with its "resource + technology" dual-driven strategy [7][19]. - The acquisition is seen as a strategic extension into the downstream fine fluorochemical market, enhancing the company's value chain integration and industry consolidation efforts [7][19]. Financial Aspects - The transaction price is based on market negotiations, considering Nuoya Fluorochemical's current and future profit expectations and strategic synergy value [5][12]. - The valuation of Nuoya Fluorochemical is set at 1.635 billion yuan, based on recent financing rounds and share transfer evaluations [12][13]. Corporate Governance - The board of directors of Jinshi Resources has approved the transaction, which does not require shareholder meeting approval [4][19]. - The company will nominate one director to Nuoya Fluorochemical's board post-transaction, facilitating decision-making on significant matters [11][19]. Risk Management - The company has obtained waiver documents from shareholders holding 51.7289% of Nuoya Fluorochemical's shares, with efforts ongoing to secure waivers from the remaining shareholders [5][6]. - The transaction does not constitute a related party transaction or a major asset restructuring as per regulatory definitions [3][19].