Transaction Overview - The company is planning to introduce external investors to its subsidiary, Shanghai Yuyuan Jewelry Fashion Group Co., Ltd., through a capital increase, aiming to raise up to RMB 2 billion [1] - A total of 40 external investors will hold no more than 20% of the equity in the jewelry fashion group after the transaction [1] Investment Details - The registered capital of the jewelry fashion group will increase from RMB 222.22 million to RMB 246.42 million, with an additional capital of RMB 24.19 million [2] - 36 external investors have committed a total of RMB 770 million to the partnership platform, accounting for 78.57% of the total committed capital [2] - Two major investors, China Everbright Financial Asset Investment Co., Ltd. and Bank of China Financial Asset Investment Co., Ltd., have signed investment agreements totaling RMB 1 billion [2][3] Financial Performance - As of December 31, 2024, the jewelry fashion group reported total assets of RMB 1,777.58 million and net profit of RMB 70.81 million [5] - The total equity value of the jewelry fashion group was appraised at RMB 901.60 million, reflecting an increase of RMB 441.97 million, or 96.16% [5] Shareholding Structure Post-Investment - After the investment, the shareholding structure will be as follows: - Controlling shareholder: 84.28% - Shanghai Yuyin Jin: 0.85% - Heze Zhuyin: 9.27% - Everbright Investment: 5.61% - Bank of China Asset: 3.56% [21][22] Investment Agreements - The investment agreements stipulate that the investors will use the capital to repay debts owed to qualified financial institutions [19] - The agreements include provisions for profit distribution, ensuring that profits are distributed according to shareholding ratios [24][25] Conditions and Exit Strategy - The agreements outline conditions for the investment, including the requirement for the company to maintain a debt-to-asset ratio below 68% [10][25] - An exit strategy is established, allowing investors to transfer their shares back to the controlling shareholder or a designated third party under certain conditions [26][30]