Core Viewpoint - Lingyun Industrial Co., Ltd. announced an internal restructuring of its subsidiaries, merging Shanghai Yada Plastic Products Co., Ltd. with Beijing Jingran Lingyun Gas Equipment Co., Ltd. to enhance operational efficiency and reduce costs [1][3] Summary by Sections Merger Details - The merger will see Shanghai Yada Plastic as the surviving entity, inheriting all assets, liabilities, and rights of Beijing Jingran, which will lose its independent legal status [1] - Shanghai Yada Plastic was established in 1993 with a registered capital of 100 million yuan, focusing on municipal pipeline products, and reported total assets of 2.78 billion yuan and a net profit of 2.30 million yuan for 2024 [1] - Beijing Jingran, founded in 2016 with a registered capital of 50 million yuan, specializes in municipal pipeline ball valve products, with total assets of 1.29 billion yuan and a net profit of 3.22 million yuan for 2024 [2] Shareholding Structure - The direct shareholders of Shanghai Yada Plastic include Lingyun Co. (30%), Australia George Fischer Industrial Pipeline Systems Co., Ltd. (30%), and a subsidiary of Lingyun Co. (40%) [2] - Beijing Jingran is equally owned by Lingyun Co. and Switzerland George Fischer Industrial Pipeline Systems Co., Ltd. [2] - The merger does not change the ultimate control or equity structure, as both companies are ultimately held by the same shareholders in equal proportions [2] Purpose of the Merger - The merger aims to leverage the advantages of Shanghai's municipal pipeline product development and manufacturing, streamline management, and reduce operational costs to promote high-quality development [3] - The company views this merger as an internal restructuring of controlled assets and liabilities, which will not materially affect the overall economic benefits reflected in the consolidated financial statements [3]

Group 1 - The audit report indicates that the financial statements of Jiaozuo Wanfang Aluminum Industry Co., Ltd. have been prepared in accordance with the specified basis and are free from material misstatement [1][2][3] - The management is responsible for the preparation of the financial statements and ensuring the effectiveness of internal controls to prevent material misstatements due to fraud or error [2][3] - The audit opinion emphasizes that the financial statements are intended solely for the asset restructuring matters and should not be used for other purposes [2][3] Group 2 - Jiaozuo Wanfang Aluminum Industry Co., Ltd. is engaged in the non-ferrous metal smelting and rolling processing industry, primarily involved in aluminum smelting and processing, as well as the sale of aluminum products [6] - The company plans to acquire 99.4375% equity of Kai Man Aluminum (Sanmenxia) Co., Ltd. through a share issuance, which will make the target company a subsidiary of Jiaozuo Wanfang [6][20] - The transaction price for the acquisition is based on the valuation report, with the total transaction amount for the 99.4375% equity set at CNY 3,194,926.88 thousand [11][20] Group 3 - The issuance price for the shares to be issued in the acquisition is set at CNY 5.39 per share, which is not lower than 80% of the average trading price over the previous 120 trading days [9][10] - The transaction involves multiple parties, including Jinjiang Group and several other investment firms, with specific lock-up periods for the shares acquired [17][18] - The financial statements are prepared based on the assumption of going concern, reflecting the company's operational results accurately [21][23]