Core Viewpoint - Sumec Co., Ltd. plans to acquire 60 million shares of Gansu Blue Science and Technology High-tech Equipment Co., Ltd., representing 16.92% of its total share capital, through a private agreement transfer from its controlling shareholder, China National Machinery Industry Group Co., Ltd. The transfer price is set at RMB 6.71 per share, totaling RMB 402.6 million, which will make Blue Science a subsidiary of Sumec and included in its consolidated financial statements [7][8][11]. Group 1 - The board of directors approved the acquisition proposal during the 20th meeting of the 10th board on January 7, 2026, with all 9 directors present and voting in favor [1][4][12]. - The transaction has been reviewed and approved by the independent directors and requires further approval from the shareholders' meeting [2][14]. - The acquisition is classified as a related party transaction but does not constitute a major asset restructuring [9][11]. Group 2 - The total transaction amount is RMB 402.6 million, funded by the company's own or raised funds [7][8]. - After the transaction, Sumec will hold 21.72% of Blue Science's shares, making it a controlling subsidiary [8][20]. - The transaction has received necessary approvals from higher authorities and internal procedures have been completed [9][14]. Group 3 - Blue Science has a strong technological foundation, contributing over 1,190 scientific achievements to the nation, including multiple national awards [30]. - The acquisition is expected to enhance Sumec's capabilities in strategic emerging industries, particularly in clean energy and ecological protection [29][31]. - The transaction will not significantly impact Sumec's future financial status or operational results [32]. Group 4 - The first extraordinary shareholders' meeting of 2026 is scheduled for January 23, 2026, to discuss the acquisition and other matters [36][37]. - The meeting will utilize both on-site and online voting methods, ensuring broad participation [38][39]. - Shareholders with conflicts of interest will abstain from voting on the relevant proposals [42].
苏美达股份有限公司第十届董事会第二十次会议决议公告