广州好莱客创意家居股份有限公司关于放弃参股公司股权优先购买权暨关联交易的公告

Core Viewpoint - The company, Guangzhou Haoleke Creative Home Co., Ltd., has decided to waive its right of first refusal for a 6.1947% equity stake in its associate company, Guangzhou Jixiang Technology Co., Ltd., which is being sold for RMB 51.363202 million [2][5]. Group 1: Transaction Overview - The other shareholders of Jixiang Technology plan to transfer their 6.1947% equity stake for RMB 51.363202 million, and the company has chosen to waive its right of first refusal [2][6]. - This transaction is classified as a related party transaction [3]. - The transaction does not constitute a major asset restructuring [4]. Group 2: Approval and Disclosure - The transaction falls within the approval authority of the company's board of directors and does not require submission to the shareholders' meeting [5]. - In the past 12 months, all related party transactions with Jixiang Technology have been approved by the board and disclosed accordingly, with no other related transactions occurring [5]. Group 3: Related Party Transaction Details - Jixiang Technology is an associate company of the firm, and the company's board secretary has held a director position at Jixiang Technology in the past 12 months, establishing it as a related party [7]. - The company operates independently from Jixiang Technology in terms of ownership, business, assets, and liabilities [7]. Group 4: Financial and Pricing Information - The transfer price for the equity stake is RMB 51.363202 million, with an additional condition for the buyer to participate in a future capital increase at a pre-investment valuation of no less than RMB 1.2 billion [10]. - The pricing of this transaction is deemed reasonable and does not harm the interests of the company or its shareholders, particularly minority shareholders [10]. Group 5: Impact on the Company - Waiving the right of first refusal will not change the consolidation scope of the company’s financial statements and will not significantly impact its financial condition or operating results [11]. - There are no adverse effects on the interests of the company or its shareholders, especially minority shareholders [11]. Group 6: Review Procedures - The independent directors held a special meeting to review and approve the related party transaction, which was subsequently approved by the board of directors with unanimous consent [12].