登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002537 证券简称：海联金汇 公告编号：2025-030 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、误导性陈述或重大遗 漏。 一、交易概述 鉴于湖北海立田近年来经营业绩未达预期，为改善公司资产结构，优化资源配置，整合资源进一步聚焦 优势产业乘用汽车零部件业务的发展，公司拟以持有湖北海立田股权与北京智科星原科技发展有限公司 （以下简称"智科星原"）共同成立新余金能企业管理中心（有限合伙）（暂定名，以下简称"新余金 能"）。 本次对外投资，公司以湖北海立田2025年1月31日净资产账面价值5,158.23万元为基础，加上湖北海立田 本次增资1,250万元，确定公司持有的湖北海立田的80%股权作价5,126.58万元，即（5,158.23+1,250） ×80%=5,126.58万元。本次投资完成后，公司不再直接持有湖北海立田股权，且公司不再参与湖北海立 田经营管理。结合会计准则与本次交易的实际情况，新余金能及湖北海立田仍将纳入公司合并报表范围 之内核算。公司近日与智科星原签署《新余金能企业管理中心（有限合伙）合伙协议》。 ...

Transaction Overview - The company plans to transfer 95% equity of Shandong Zhiyou Network Security Technology Co., Ltd. and related debts through public listing to optimize asset structure, improve cash flow, and enhance asset operation efficiency [1] - The total transfer price is set at no less than RMB 20,530,001 [1] Transaction Progress - The public listing commenced on April 16, 2025, and will end on May 18, 2025, with the starting price based on the assessed value [1]

Group 1 - The company held its sixth supervisory board's seventh meeting on April 10, 2025, via communication, with all three supervisors present, and the meeting was deemed legal and effective [2][3]. - The supervisory board approved the proposal to waive the notification period for the meeting and agreed to sell the 100% equity of its wholly-owned subsidiary, Zhejiang Shapu Aisi Pharmacy Chain Co., Ltd., to Jiaxing Wanshoutang Pharmaceutical Chain Co., Ltd. for 500,000 RMB [4][8]. Group 2 - The decision to sell the subsidiary was made due to its continuous losses and misalignment with the company's strategic direction, aiming to focus on core business and optimize asset structure [9][34]. - The transaction does not constitute a related party transaction or a major asset restructuring as defined by regulations, and it does not require shareholder approval [10][34]. Group 3 - The target company, Zhejiang Shapu Aisi Pharmacy Chain Co., Ltd., was established in September 2015 with a registered capital of 10 million RMB and has been facing operational challenges [14][15]. - The transaction will not significantly impact the company's overall business development and is expected to enhance asset disposal returns while protecting shareholder interests [34].

Core Insights - The company aims to continue divesting non-core, non-strategic, low-efficiency, and loss-making assets by 2025 to enhance cash flow [1][2][3] - In 2024, the company reported a revenue of 41.067 billion yuan, a year-on-year decrease of 0.8%, while net profit attributable to shareholders increased by 16.1% to 2.77 billion yuan [1] - The operating cash flow for 2024 was 4.48 billion yuan, reflecting a year-on-year growth of 31.1%, surpassing the growth rate of operating profit [1] Asset Management Strategy - The company has been actively selling assets to replenish working capital and repay interest-bearing debts, including the sale of a 6.01% stake in Gland Pharma for a total consideration of 211 million USD [2] - In March 2025, the company announced the sale of 9.4 million shares of Unicorn II Holdings Limited for 124 million USD, resulting in a complete exit from the company [2] - The company has recognized the need to streamline its asset portfolio, focusing on core business areas to improve asset efficiency and structure [3] Financial Health - As of the end of 2024, the company's debt-to-asset ratio was 48.98%, a slight decrease from 50.10% at the end of 2023, indicating ongoing debt pressure [3]