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天宸股份: 上海市天宸股份有限公司关于投资设立全资孙公司的公告
Zheng Quan Zhi Xing· 2025-06-04 08:13
Overview of Investment - The company has announced the establishment of a wholly-owned subsidiary named Wuhu Tianchen New Energy Engineering Co., Ltd. with a registered capital of RMB 40 million [1][2] - The investment is made by Tianchen Green Energy Technology (Wuhu) Co., Ltd., a wholly-owned subsidiary of the company, using its own funds [1][3] Investment Details - The investment falls within the approval authority of the company's general manager and does not require board or shareholder approval [2] - The investment does not involve related party transactions and does not constitute a major asset restructuring as defined by relevant regulations [2] Business Scope of the New Subsidiary - The new subsidiary will engage in various activities including electrical installation services, construction project management, renewable energy technology research, and sales of energy-related equipment [2] - Specific projects include solar power technology services, wind power technology services, and electric vehicle charging infrastructure operations [2] Strategic Importance - The investment aligns with the company's development strategy and is expected to contribute positively to its long-term growth [3] - The funding source is from the subsidiary's own capital, ensuring no adverse impact on the company's financial and operational status [3]
晨丰科技子公司拟收购辽宁盛帆94.28%股权 增强新能源产业链业务协同效应
Core Viewpoint - The acquisition of 94.28% equity in Liaoning Shengfan New Energy Engineering Co., Ltd. by the company's wholly-owned subsidiary, Liaoning Shenfu North Power Grid Technology Co., Ltd., aims to enhance the independence of the company's new energy business and improve overall competitiveness through better synergy in the new energy industry chain [1][4]. Group 1: Acquisition Details - The transaction amount for the acquisition is 32.8454 million yuan, and after completion, Liaoning Shengfan will become a controlled subsidiary of the company [1]. - The acquisition constitutes a related party transaction but does not qualify as a major asset reorganization [1]. - The purpose of the acquisition is to reduce related party transactions and enhance the independence of the new energy business [1][4]. Group 2: Business Operations of Liaoning Shengfan - Liaoning Shengfan's business scope includes installation, maintenance, and testing of power facilities, as well as construction engineering and inspection services [2]. - The company has not yet officially commenced operations, and the assessed value of its total equity is 34.8399 million yuan [2]. - The acquisition will allow Liaoning Shengfan to undertake the EPC (Engineering, Procurement, and Construction) business previously handled by Qilin New Energy Co., Ltd., thus streamlining operations [3]. Group 3: Strategic Implications - The acquisition is expected to significantly enhance the business synergy within the new energy industry chain, allowing for better control over project development and construction costs [4]. - By integrating resources, the company aims to improve project execution efficiency and reduce project operation cycles, ultimately increasing project return levels [4]. - The acquisition will also help avoid large related party transactions in the future, aligning with the company's commitment to transparency and operational integrity [3].
晨丰科技: 晨丰科技关于全资子公司现金收购股权暨关联交易的公告
Zheng Quan Zhi Xing· 2025-05-21 12:09
Core Viewpoint - Zhejiang Chenfeng Technology Co., Ltd. plans to acquire 94.2752% equity of Liaoning Shengfan New Energy Engineering Co., Ltd. for a cash consideration of 32,845,423.04 yuan, which will make Shengfan a subsidiary of the company and included in its consolidated financial statements [1][2][3] Summary by Sections 1. Transaction Overview - The acquisition involves the company's wholly-owned subsidiary, Liaoning Shenfu North Power Grid Technology Co., Ltd., purchasing shares from related parties, including Mr. Ding Min, Ms. Zhang Rui, and Shanghai Huano Equity Investment Fund Management Co., Ltd. [1][2] - The transaction does not constitute a major asset restructuring as defined by relevant regulations [2][3] 2. Financial Details - As of April 30, 2025, the net asset value of Liaoning Shengfan is 34,839,939.92 yuan, with cash and structured deposits totaling 35,099,837.88 yuan [3][10][18] - The acquisition price reflects the assessed value of the shares based on an evaluation conducted by Kunyuan Asset Appraisal Co., Ltd. [3][12] 3. Related Parties - Mr. Ding Min is the controlling shareholder and actual controller of the company, holding 20% of its shares, while Ms. Zhang Rui is the vice president and his spouse [4][5] - Shanghai Huano is a related legal entity established by Mr. Ding and Ms. Zhang, with Mr. Ding holding 80% of its shares [5][6] 4. Strategic Rationale - The acquisition aims to reduce related party transactions and enhance the independence of the company's new energy business, thereby improving overall competitiveness [2][17] - By acquiring Liaoning Shengfan, the company can leverage its existing qualifications and capabilities in the new energy sector, facilitating project execution and cost control [18][19] 5. Governance and Approval - The transaction was approved by the company's board of directors and independent directors, with no objections raised during the voting process [20][20] - The company has committed to ensuring that the transaction adheres to principles of fairness and transparency [19][20]
晨丰科技: 晨丰科技第四届监事会2025年第一次临时会议决议公告
Zheng Quan Zhi Xing· 2025-05-21 12:00
Group 1 - The core point of the announcement is that the company's supervisory board approved a cash acquisition of 94.2752% equity in Liaoning Shengfan New Energy Engineering Co., Ltd. from certain individuals and a fund management company, which is expected to enhance the company's independence and market competitiveness [1][2] - The acquisition is aimed at reducing related party transactions and leveraging the qualifications of Liaoning Shengfan to expand the company's business boundaries [1] - The transaction is conducted under principles of openness, fairness, and justice, ensuring that it will not adversely affect the company's financial status or operational results, nor harm the interests of shareholders, especially minority shareholders [1][2] Group 2 - The supervisory board meeting was held in accordance with relevant laws and regulations, with all three supervisors present, and the resolution was deemed legal and effective [1] - The voting results showed unanimous support for the acquisition, with 2 votes in favor and no abstentions or oppositions [2]