Group 1 - The company Jiangsu Huihong International Group Co., Ltd. plans to merge its subsidiary Jiangsu Ningban Special Metal Materials Co., Ltd. with its associate Nanjing Ningban Special Alloy Co., Ltd. to resolve competition issues and optimize its equity structure [1][2][3] - The merger will result in Jiangsu Ningban directly holding 14.365% of the merged entity's equity, improving management efficiency and reducing operational costs [4][3] - The actual net assets of Jiangsu Ningban are valued at 222.2974 million yuan, while Nanjing Ningban's net assets are valued at 148.7757 million yuan, based on evaluations conducted by an independent appraisal firm [2][3][4] Group 2 - The merger aims to enhance production capacity and market share in the special alloy sector, as Nanjing Ningban's production capabilities have been insufficient to meet market demand [3][4] - The merger is expected to streamline operations and reduce tax burdens, as both companies operate in similar business areas [3][4] - The transaction has been approved by the company's board and does not require further shareholder approval, as it does not constitute a major asset restructuring under relevant regulations [2][4] Group 3 - Jiangsu Ningban's financial performance has been impacted by the local government's shift in the area where Nanjing Ningban operates, leading to a gradual cessation of production since 2023 [3][4] - The merger will allow for the integration of resources and improved operational efficiency, as Jiangsu Ningban has been utilizing advanced production technologies from its partner Osaka Special Alloy Co., Ltd. [3][4] - The evaluation of the merger's assets and liabilities will be based on the asset-based approach, considering the specific financial conditions of both companies [10][27]