江苏永鼎股份有限公司关于控股子公司增资扩股并引入外部投资者的公告

Core Viewpoint - Jiangsu Yongding Co., Ltd. plans to increase capital and introduce external investors for its subsidiary, Suzhou Dingxin Optoelectronics Technology Co., Ltd. The total investment amounts to RMB 55 million, with a portion allocated to registered capital and the remainder to capital reserves [1][4][39]. Group 1: Capital Increase Overview - The capital increase will involve external investors including Wuxi Jicui, Suzhou Longju, Fuzhou Innovation, and others, contributing a total of RMB 55 million [1][4]. - After the capital increase, the registered capital of Dingxin Optoelectronics will rise from RMB 23.633875 million to RMB 25.163127 million [1][4]. - The company will waive its right of first refusal regarding this capital increase [1][4]. Group 2: Shareholding Structure Changes - Post-transaction, the combined shareholding of the company and its subsidiary Wuhan Optoelectronics Group in Dingxin Optoelectronics will decrease from 55.8879% to 52.4914% [2][4]. - The company's direct shareholding in Dingxin Optoelectronics will drop from 24.2384% to 22.7654%, while the shareholding through Wuhan Optoelectronics Group will decrease from 31.6495% to 29.7260% [2][4]. Group 3: Transaction Approval and Compliance - The transaction has been approved by the company's board of directors and does not require shareholder approval as it falls within the board's authority [2][4][36]. - The transaction does not constitute a related party transaction or a major asset restructuring as defined by relevant regulations [2][4]. Group 4: Valuation and Financial Impact - The pre-investment valuation of Dingxin Optoelectronics is set at RMB 85 million, with a post-investment valuation of RMB 90.5 million [20][39]. - The capital increase is aimed at enhancing Dingxin Optoelectronics' competitiveness and aligns with the company's long-term strategic goals [4][36]. Group 5: Investor Profiles - The external investors include Wuxi Jicui, Suzhou Longju, and others, all of which have no affiliation with the company, ensuring an independent investment structure [6][7][9][10][12][14]. - Each investor's contribution varies, with Wuxi Jicui investing RMB 20 million and others contributing smaller amounts [4][19]. Group 6: Future Considerations - The company maintains control over Dingxin Optoelectronics despite the dilution of shareholding, ensuring it remains a consolidated subsidiary [2][4]. - The capital increase is expected to strengthen the company's financial position and support ongoing operations without adversely affecting shareholder interests [36][39].