000026SZSE

Announcement on the Proposed Acquisition of 100% Equity of Shaanxi Changkong Gear Co., Ltd. and Related Transactions

✨ AI Summary

The company intends to acquire 100% equity of Shaanxi Changkong Gear Co., Ltd. for a total price of 32,479.04 million RMB. This acquisition will be financed through cash and will result in Changkong Gear becoming a wholly-owned subsidiary. The transaction is classified as a related party transaction and requires approval from the shareholders' meeting.

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Full Translation

AI Translation· azure_openai

Announcement on the Proposed Acquisition of 100% Equity of Shaanxi Changkong Gear Co., Ltd. and Related Transactions

The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate, and complete, without false records, misleading statements, or major omissions.

Special Reminder:

  1. Feiyada Precision Technology Co., Ltd. (hereinafter referred to as "the Company") intends to acquire 100% equity of Shaanxi Changkong Gear Co., Ltd. (hereinafter referred to as "ChangKong Gear" or "the Target Company") held by Hanzhong Hanhang Electromechanical Co., Ltd. (hereinafter referred to as "Hanhang Electromechanical") and China Aviation Industry Corporation (hereinafter referred to as "Aviation Industry") for cash (hereinafter referred to as "this transaction"). The transaction price is based on the net asset valuation of ChangKong Gear as of the assessment benchmark date, which is 339,690,400 RMB, as stated in the asset evaluation report filed with the state-owned assets supervision authority, minus the state-owned exclusive capital reserve of 14,900,000 RMB held by the Shaanxi Provincial Government, resulting in a valuation of 324,790,400 RMB for 100% equity of ChangKong Gear. Upon completion of this transaction, ChangKong Gear will become a wholly-owned subsidiary of the Company and will be included in the Company's consolidated financial statements.

  2. This transaction constitutes a related party transaction. Aviation Industry is the actual controller of the Company, and Hanhang Electromechanical is a holding subsidiary of Aviation Industry, both of which are related parties of the Company according to the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations.

  3. This transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."

  4. This transaction is subject to approval from Aviation Industry regarding the economic behavior of the agreement transfer and must be approved by the Company's shareholders' meeting. Related shareholder Shenzhen Tian Technology Holdings Co., Ltd. will abstain from voting on this proposal at the shareholders' meeting.

I. Overview of the Acquisition and Related Transactions

(1) Basic Information of the Transaction and Related Relationships

  1. On June 4, 2025, the Company signed a "Share Acquisition Intent Agreement" with Hanhang Electromechanical, intending to acquire all or part of the controlling equity of ChangKong Gear for cash. The Company disclosed the "Announcement on Signing the Share Acquisition Intent Agreement and Related Transactions 2025-018" on June 5, 2025.

  2. Due to the completion of the transfer of state-owned exclusive capital reserve to registered capital, the equity structure of ChangKong Gear has changed to Hanhang Electromechanical holding 54.8116% and Aviation Industry holding 45.1884%. The Company disclosed the "Progress Announcement on the Proposed Acquisition of Shaanxi ChangKong Gear Co., Ltd. Equity and Related Transactions 2025-022" on July 12, 2025.

  3. The Company disclosed the "Progress Announcement on the Proposed Acquisition of Shaanxi ChangKong Gear Co., Ltd. Equity and Related Transactions 2026-005" on February 26, 2026.

  4. As of now, all parties have reached an agreement on the transaction plan. The Company intends to acquire 100% equity of ChangKong Gear held by Hanhang Electromechanical and Aviation Industry for cash, with the transaction price based on the net asset valuation of ChangKong Gear as of the assessment benchmark date, which is 339,690,400 RMB, minus the state-owned exclusive capital reserve of 14,900,000 RMB, resulting in a valuation of 324,790,400 RMB for 100% equity of ChangKong Gear. Specifically, the Company will pay 178,022,800 RMB for the 54.8116% equity held by Hanhang Electromechanical and 146,767,600 RMB for the 45.1884% equity held by Aviation Industry. Aviation Industry is the actual controller of the Company, and Hanhang Electromechanical is a holding subsidiary of Aviation Industry, both of which are related parties of the Company, making this transaction a related party transaction. This transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."

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