常熟风范电力设备股份有限公司 第六届董事会第十九次会议决议公告

Group 1 - The company held its 19th meeting of the 6th Board of Directors on January 24, 2026, where several key resolutions were passed [2][4][8] - The meeting was attended by all 13 directors, and it was chaired by Chairman Wang Jianxiang [5][6] - The resolutions included changes in accounting estimates, acquisition of 51% equity in Beijing Yanling Jiaye Intelligent Technology Co., Ltd., and a capital reduction for a subsidiary [7][10][23] Group 2 - The accounting estimate change was approved, which will reduce fixed asset depreciation by approximately 21.58 million yuan and increase net profit attributable to shareholders by about 16.18 million yuan for 2026 [15][18] - The company plans to change the depreciation method for its galvanized scaffolding from a 5% residual value and 10-year lifespan to a 20% residual value and 20-year lifespan [16][18] - The change will take effect from February 1, 2026, and will not require retrospective adjustments to previous financial statements [18][19] Group 3 - The company approved a capital reduction of 40 million yuan for its subsidiary, Yueyang Jingying Optoelectronics Technology Co., Ltd., reducing its registered capital from 50 million yuan to 10 million yuan [23][24] - This decision was made to improve capital efficiency and address the current overcapacity in the photovoltaic industry [24][27] - The company retains 100% ownership of Yueyang Jingying after the capital reduction, and it will not affect the consolidated financial statements [23][27] Group 4 - The company will acquire 51% of Beijing Yanling Jiaye Intelligent Technology Co., Ltd. for 382.5 million yuan, with performance commitments for the next three years [30][32] - The target company is expected to achieve net profits of no less than 40 million yuan, 60 million yuan, and 80 million yuan in 2026, 2027, and 2028, respectively [30][55] - The acquisition is based on a valuation of 751 million yuan for the target company, with a significant increase in value compared to the company's book equity [30][39]

常熟风范电力设备股份有限公司 第六届董事会第十九次会议决议公告 - Reportify