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鲁信创投: 鲁信创投关于全资子公司转让所持山东龙力生物科技股份有限公司股票收益权及表决权委托的关联交易公告
Zheng Quan Zhi Xing· 2025-06-12 11:30
Core Viewpoint - The company plans to transfer the income rights of 9.79% of shares in Longli Biological to Shandong Jinzi for 4.3962 million yuan, while also entrusting the corresponding voting rights to Shandong Jinzi, constituting a related party transaction [2][3][10]. Summary by Sections Related Party Transaction Overview - Shandong Gaoxin Investment intends to transfer the income rights of its 9.79% stake in Longli Biological to Shandong Jinzi, a subsidiary of its controlling shareholder, Shandong Lixin Investment Holding Group [2][3]. - The transaction requires approval from the company's shareholders' meeting, with related shareholders abstaining from voting [3][12]. Related Party Introduction - Lixin Group holds 69.57% of the company's A shares, while Shandong Jinzi is a subsidiary of Lixin Group [2][3]. - As of March 31, 2025, Shandong Jinzi reported total assets of 1139.44 billion yuan and net assets of 70.186 billion yuan [4]. Transaction Target Overview - The target asset is the income rights of 58,722,408 shares in Longli Biological, which has been suspended from trading since May 2022 [4][5]. - The shares are free from any encumbrances or legal disputes [4]. Financial Information of the Transaction Target - Longli Biological reported total assets of 478.272 million yuan and a net asset deficit of 583.18739 million yuan as of December 31, 2024 [5]. - The company has faced consecutive years of audit reports with disclaimers since 2017, affecting the valuation of its equity [5]. Pricing of the Transaction - The transfer price of 4.3962 million yuan was determined based on pre-suspension prices and the company's restructuring plan, considering asset risks and liquidity [5][6]. Agreement Details - The transaction involves signing a "Share Income Rights Transfer Agreement" and a "Voting Rights Entrustment Agreement" between Shandong Gaoxin Investment and Shandong Jinzi [6][10]. - The income rights transferred include all cash income and property rights derived from the shares [7][8]. Impact of the Transaction on the Company - The transaction is expected to help reduce the company's non-performing asset ratio and aligns with its long-term development strategy [10][11]. - After the transaction, the company anticipates an increase in investment income of approximately 15.7831 million yuan [11]. Approval Process for the Transaction - The board of directors has approved the transaction, which will be submitted for shareholder approval, with related parties abstaining from voting [12][13].