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证券代码:600378 证券简称:昊华科技 公告编号:临2025-027
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-04-27 08:18
Core Viewpoint - The transaction between Haohua Chemical Technology Group Co., Ltd. and Luxi Chemical Group Co., Ltd. aims to resolve the competition issue regarding HFC-32 by establishing a framework cooperation agreement for the sales of HFC-32 products through a subsidiary [2][4][16]. Group 1: Transaction Overview - The framework cooperation agreement was signed on April 24, 2025, between Haohua's subsidiary, Sinochem Bluetec Group Trading Co., Ltd., and Luxi's subsidiary, Liaocheng Fluor New Materials Technology Co., Ltd. [4][10]. - The agreement stipulates that all HFC-32 products, except those used as raw materials by Luxi and its subsidiaries, will be sold exclusively by Sinochem Bluetec [10][11]. Group 2: Related Party Information - Both Haohua and Luxi are controlled by China National Chemical Corporation, making their subsidiaries related parties [5]. - Liaocheng Fluor New Materials Technology Co., Ltd. has a registered capital of 450 million yuan and was established on February 1, 2012 [6]. Group 3: Financial Implications - The estimated transaction amounts are projected to be 228.85 million yuan in 2025, 240 million yuan in 2026, and 250 million yuan in 2027 [10]. - The total amount of related party transactions with Luxi in the past 12 months is 103.30 million yuan [3][18]. Group 4: Compliance and Approval - The transaction is classified as a related party transaction and does not constitute a major asset restructuring [3]. - The agreement requires approval from the shareholders' meeting, and related parties will abstain from voting [3][18]. Group 5: Impact on Company and Shareholders - This transaction is expected to effectively resolve the competition issue and fulfill commitments made during the restructuring of China National Chemical Corporation [16][19]. - Independent directors have confirmed that the transaction does not harm the interests of the company or its shareholders, particularly minority shareholders [19].