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 plans to acquire a 15.7147% stake in Zhejiang Noah Fluorochemical Co., Ltd. for a total consideration of approximately 256.94 million yuan, positioning itself as the second-largest shareholder in the company, with a shareholding difference of 0.1415% from the largest shareholder [1][3][5]. Transaction Overview - The transaction involves the acquisition of shares from six shareholders, including Shaoxing Shangyu Longcang Equity Investment Partnership [1][3]. - The transaction has been approved by the company's board of directors and does not require shareholder approval [1][5]. - The transaction is not classified as a related party transaction or a major asset restructuring under relevant regulations [1][5]. Target Company Information - Zhejiang Noah Fluorochemical is a high-tech enterprise specializing in the research, development, manufacturing, and sales of fluorinated electronic chemicals, with key products including fluorinated cooling liquids and high-end electronic cleaning agents [3][8]. - The company has established a production capacity of 5,000 tons of fluorinated liquids, ranking among the top in the domestic market for immersion cooling [3][8]. Strategic Intent - The acquisition aims to leverage the company's upstream fluorite resources and core advantages in basic fluorochemical products to expand into the high-growth fine fluorochemical sector, aligning with the company's "resource + technology" dual-driven strategy [5][17]. - The transaction is expected to enhance the company's vertical integration and deepen its value chain through strategic investments in high-value fluorinated material projects [10][17]. Financial Aspects - The transaction price is based on market negotiations and reflects the target company's current and future profit expectations, with a post-investment valuation of 1.635 billion yuan [10][11]. - The target company reported revenues of approximately 51 million yuan and a net profit of about 6.41 million yuan for the first ten months of 2025, indicating a 38.64% increase in net profit compared to the previous year [11]. Payment Structure - The payment for the acquisition will be made in two installments, with the first payment of approximately 128.47 million yuan due within ten working days after the fulfillment of certain conditions [12][13].