北京海量数据技术股份有限公司关于购买控股子公司少数股权暨关联交易的公告

Core Viewpoint - The company, Beijing Haoliang Data Technology Co., Ltd., plans to acquire minority stakes in its subsidiary, Guangzhou Haoliang Database Technology Co., Ltd., to increase its ownership from 52% to 100% through its wholly-owned subsidiary, Haoliang Research Institute, for a total consideration of RMB 110.85 million for 30% and additional amounts for smaller stakes held by other individuals [2][4]. Transaction Overview - The company intends to purchase 30% of Guangzhou Haoliang from Hu Weina for RMB 110.85 million, 7% from Xiao Feng for RMB 25.87 million, 6% from Wang Zhenwei for RMB 22.17 million, and 5% from Liu Hui for RMB 18.48 million [2][4]. - The transaction is classified as a related party transaction but does not constitute a major asset restructuring as per the regulations [2][3]. Approval and Procedures - The transaction has been reviewed and approved by the company's independent directors and the board of directors, with related directors abstaining from the vote [3][6]. - No shareholder meeting approval is required as the transaction does not meet the threshold for such a review [7][23]. Historical Related Transactions - In the past 12 months, the company has not engaged in any transactions with the related parties Xiao Feng and Wang Zhenwei, and there have been no related transactions with different related parties [8][24]. Financial Information of the Target - The assessment of Guangzhou Haoliang's total assets was reported at RMB 83.48 million, with a valuation of RMB 83.41 million, indicating a slight decrease in value [12][14]. - The equity value of the shareholders was assessed at RMB 3.76 million, with a valuation of RMB 3.69 million, reflecting a decrease of RMB 6.72 million [14]. Pricing and Valuation - The pricing for the share transfer is based on the assessed value of the total equity of Guangzhou Haoliang, with the total transaction price for the 48% stake set at RMB 177.36 million [12][18]. - The valuation was conducted by an independent assessment firm, ensuring the fairness and reasonableness of the transaction [16]. Impact on the Company - Following the completion of the transaction, Guangzhou Haoliang will remain a wholly-owned subsidiary, enhancing the company's control over its core research and development platform [6][22]. - The transaction is expected to optimize governance structures and improve decision-making and operational efficiency without introducing new related transactions or competition [22].