BOOMY(SH:688290) Zheng Quan Ri Bao·2026-02-14 06:19Core Viewpoint - The company, Hangzhou Jingye Intelligent Technology Co., Ltd., is planning to increase capital in its subsidiary, Hangzhou Jinghan Nengdong Technology Co., Ltd., by introducing strategic and industrial investors, with a total investment of RMB 50 million [2][5]. Group 1: Capital Increase and Share Transfer - The capital increase will involve three investors: Hangzhou Gaoxin Fengqi Wutong Equity Investment Partnership (Limited Partnership) contributing RMB 20 million, Hangzhou Zhengjing Zhiyuan Venture Capital Partnership (Limited Partnership) also contributing RMB 20 million, and Hangzhou Jinge Enterprise Management Consulting Partnership (Limited Partnership) contributing RMB 10 million [2][5]. - Existing shareholders, including the company and other investors, will not participate in this capital increase [2][5]. - Following the capital increase, original shareholder Yang Xingtuan will transfer 1.765% and 3% of his shares to Gaoxin Fengqi Wutong and Jinge Enterprise respectively, while original shareholder Wanli will transfer 1.235% of his shares to Gaoxin Fengqi Wutong [2][5]. Group 2: Shareholding Structure Post-Investment - The company will waive its preferential subscription rights for the capital increase and share transfer, resulting in a decrease of its shareholding in Jinghan Nengdong to 33.25% [3][5]. - The indirect control through Hangzhou Jingrun's investment will decrease to 15.2%, leading to a total control of 48.45% in Jinghan Nengdong, maintaining the company as the largest shareholder [3][5]. - The company will still have majority representation on the board of Jinghan Nengdong, ensuring continued control without affecting the consolidation scope of financial statements [3][5]. Group 3: Transaction Approval and Compliance - The transaction has been approved by the company's second board audit committee and independent directors, and does not require shareholder meeting approval [3][15][16]. - The transaction is classified as a related party transaction but does not constitute a major asset restructuring as per relevant regulations [3][6]. - The involved parties are independent in terms of property, business, assets, finance, and personnel, ensuring no conflicts of interest [9][8]. Group 4: Valuation and Pricing - The pre-investment valuation of Jinghan Nengdong is set at RMB 950 million, with the new investment priced at RMB 19 per registered capital [11]. - The share transfer price is based on a post-investment valuation of RMB 1 billion, ensuring fairness and compliance with legal standards [11][14]. Group 5: Impact on Company Strategy - The introduction of strategic and industrial investors is expected to enhance Jinghan Nengdong's capital strength, aligning with the company's operational and future development needs [14]. - The transaction is designed to expand operational scale and improve market competitiveness, supporting stable and efficient growth [14].