Core Viewpoint - Fujian Yuanli Activated Carbon Co., Ltd. plans to acquire 100% equity of Fujian Tongsheng New Materials Technology Co., Ltd. through a combination of share issuance and cash payment, while also raising up to 100 million yuan from its actual controller to facilitate the transaction [1][3] Group 1: Acquisition Details - The acquisition involves 11 shareholders, including Lu Yuanfang and Li Wei, and is characterized as a related party transaction due to the familial relationship between the actual controllers of both companies [3][4] - The final transaction price is yet to be determined as the audit and evaluation of the target assets are still ongoing [1][3] Group 2: Company Profiles - Tongsheng Co. specializes in the research, production, and sales of silica, with applications in various industries such as rubber, batteries, toothpaste, feed additives, and coatings, and is currently listed on the New Third Board [3] - Yuanli Co. primarily produces activated carbon, sodium silicate, and silica, with sodium silicate being a key raw material for Tongsheng's silica production, indicating a supply chain relationship between the two companies [3][4] Group 3: Financial Performance - In 2024, Tongsheng Co. achieved a revenue of 268 million yuan, a year-on-year increase of 23.86%, and a net profit of 50.96 million yuan, up 175.82% from the previous year [3][4] - Yuanli Co. reported a revenue of 1.88 billion yuan in 2024, a decline of 6.6% year-on-year, while its net profit increased by 19.9% to 284 million yuan [6]

Group 1 - The company has approved the sale of 100% equity in Shenzhen Tianjian Engineering Technology Co., Ltd. and Shenzhen Tongcheng Traffic Construction Engineering Testing Co., Ltd. to Shenzhen Special Zone Construction Testing Center Co., Ltd. for a total price of RMB 39.3431 million and RMB 30,600 respectively [1][16] - The independent directors have reviewed and approved the transaction, confirming that it complies with relevant laws and regulations, and that the pricing is fair [2][17] - The transaction does not constitute a major asset restructuring and does not require approval from relevant authorities [2][17] Group 2 - Shenzhen Special Zone Construction Testing Center Co., Ltd. is a wholly-owned subsidiary of the company's controlling shareholder, Special Zone Construction Group [6][12] - The total assets of Tianjian Technology as of the evaluation date are RMB 71.2675 million, with total liabilities of RMB 46.3162 million, resulting in net assets of RMB 24.9513 million [7][12] - The evaluation of Tianjian Technology's equity value was conducted using the income approach, resulting in a valuation of RMB 39.3431 million, reflecting an increase of 54.45% [13][12] Group 3 - The total assets of Tongcheng Company are valued at RMB 2.9438 million, with total liabilities of RMB 5.1141 million, resulting in a net asset value of -RMB 2.2745 million [10][14] - The evaluation of Tongcheng Company's equity value was conducted using the asset-based approach, resulting in a valuation of RMB 30,600, reflecting an increase of 74.67% [14][15] - The sale of these subsidiaries is aimed at optimizing the company's business layout and focusing resources on core operations [17][18]