新疆国统管道股份有限公司 关于减资退出控股子公司的公告

Overview - The company, Xinjiang Guotong Pipeline Co., Ltd., has announced a capital reduction to exit its controlling subsidiary, Anhui Zhuoliang New Materials Co., Ltd., reducing its registered capital by RMB 52.0408 million, which accounts for 51% of the pre-reduction registered capital [2][21]. Group 1: Capital Reduction Details - The capital reduction was approved during the company's board meeting held on February 25, 2026, with 7 votes in favor and no opposition [2][21]. - Following the capital reduction, the company will no longer hold any equity in Anhui Zhuoliang, and it will be excluded from the company's consolidated financial statements [2][21]. - The total consideration for the capital reduction is estimated at RMB 44,204,296.33, after accounting for losses incurred from the assessment date to the confirmation date [6][9]. Group 2: Anhui Zhuoliang Company Information - Anhui Zhuoliang New Materials Co., Ltd. has a registered capital of RMB 102.0408 million and is primarily engaged in construction engineering and related services [3]. - As of December 31, 2024, Anhui Zhuoliang reported total assets of RMB 163.4804 million, total liabilities of RMB 37.729 million, and a net asset value of RMB 125.7513 million, with a net loss of RMB 2.44617 million for the reporting period [4]. Group 3: Financial Assessment and Valuation - The company engaged Beijing Zhongzhicheng International Asset Appraisal Co., Ltd. to evaluate Anhui Zhuoliang's total equity value, which was assessed at RMB 94,684,275.26 as of February 28, 2025 [6]. - The valuation of the company's 51% stake in Anhui Zhuoliang was determined to be RMB 48,288,980.38 [6]. Group 4: Legal and Procedural Aspects - The capital reduction does not involve related party transactions and does not constitute a major asset restructuring as defined by relevant regulations [2]. - The company will undertake necessary legal procedures, including creditor notifications and registration changes, to finalize the capital reduction [19].