Fujian Star-Net Communication Co., Ltd.
Announcement No.: Lin 2026-34
Announcement on External Investment to Acquire Part of the Equity of Guangzhou Xinde Communication Technology Co., Ltd.
The Company and all members of its board of directors guarantee the authenticity, accuracy, and completeness of the information disclosed, and that there are no false representations, misleading statements, or material omissions.
Special Notice:
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Fujian Star-Net Communication Co., Ltd. (hereinafter referred to as "Star-Net", "Company", or "Transferee") intends to acquire 46% of the equity of Guangzhou Xinde Communication Technology Co., Ltd. (hereinafter referred to as "Guangzhou Xinde" or "Target Company") held by Chen Chunming, Rao Dongsheng, and Jiang Xiaomin (hereinafter collectively referred to as "Transferors") for RMB 395.6 million. The equity transfer price is determined based on the valuation finalized and filed with the State-owned Assets Supervision and Administration Commission. Upon completion of this transaction, the Company will hold 67% of the equity in Guangzhou Xinde, making Guangzhou Xinde a controlling subsidiary of the Company.
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This transaction does not constitute a related-party transaction and does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring for listing.
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This transaction includes performance commitments. The performance commitment parties promise that the net profit attributable to the parent company after deducting non-recurring gains and losses, as audited in the consolidated financial statements of the target company, will not be less than RMB 75 million and RMB 80 million in 2026 and 2027, respectively. The cumulative net profit attributable to the parent company after deducting non-recurring gains and losses, as audited in 2026-2027, will not be less than RMB 155 million. There is a risk that the performance commitments may not be achieved. Investors are kindly requested to pay attention to subsequent announcements from the Company and be aware of investment risks.
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The book value of the equity attributable to the parent company of the target company (as of the valuation date, February 28, 2026) is RMB 325.1524 million. The valuation of the target equity to be acquired by the Company is RMB 862 million as of the valuation date, with an increase of RMB 536.8476 million, representing an appreciation rate of 165.11%. The appreciation is significant, and investors are requested to be aware of the risks.
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This transaction will generate goodwill. According to the "Accounting Standards for Business Enterprises," the goodwill formed by this transaction will be tested for impairment annually. If the future operating conditions of the target company are not as expected due to overall industry downturn or internal factors, the goodwill generated by this transaction may be impaired, adversely affecting the Company. Investors are requested to be aware of the risks.
I. Transaction Overview
(I) Overview of the Transaction
Fujian Star-Net Communication Co., Ltd. (hereinafter referred to as "Star-Net", "Company", or "Transferee") intends to acquire 46% of the equity of its investee company, Guangzhou Xinde Communication Technology Co., Ltd. (hereinafter referred to as "Guangzhou Xinde" or "Target Company"), held by Chen Chunming, Rao Dongsheng, and Jiang Xiaomin (hereinafter collectively referred to as "Transferors") for cash, in order to accelerate the internationalization of the optical communication industry and based on its own development needs. The equity transfer price is determined based on the valuation finalized and filed with the State-owned Assets Supervision and Administration Commission, amounting to RMB 395.6 million. Upon completion of this transaction, the Company will hold 67% of the equity in Guangzhou Xinde, making Guangzhou Xinde a controlling subsidiary of the Company.