Nanjing Estun Automation Co., Ltd.
Notice of Intent to Acquire Equity and Related Party Transaction
The Company and the entire Board of Directors guarantee the content of this information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
Key Information Highlights:
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Nanjing Estun Automation Co., Ltd. (hereinafter referred to as the "Company" or "Estun"), through its wholly-owned subsidiary Nanjing Estun Robotics Engineering Co., Ltd. (hereinafter referred to as "Estun Robotics") and Nanjing Dingtong Electromechanical Automation Co., Ltd. (hereinafter referred to as "Dingtong Electromechanical"), intends to acquire equity in Nanjing Estun CoolJoy Technology Co., Ltd. (hereinafter referred to as "Estun CoolJoy" or the "Target Company") by paying cash. Upon completion of this transaction, the Company will indirectly hold 100% equity in Estun CoolJoy through its subsidiaries Estun Robotics and Dingtong Electromechanical, and Estun CoolJoy will be included in the Company's consolidated financial statements. This transaction is still in the planning stage, and the specific transaction plan and terms require further demonstration and negotiation, with uncertainties remaining.
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One of the transaction counterparties, Nanjing Primevolts Technology Co., Ltd. (hereinafter referred to as "Primevolts"), is the controlling shareholder of the Company. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations, this transaction constitutes a related party transaction.
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This transaction does not constitute a major asset restructuring as stipulated by the "Administrative Measures for Major Asset Restructuring of Listed Companies."
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This transaction requires necessary internal and external decision-making and approval procedures from the Company, the Target Company, and the counterparties. The completion of the proposed equity acquisition is uncertain.
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The Company will, based on the progress of the transaction, fulfill its corresponding decision-making and approval procedures and information disclosure obligations in accordance with the "Company Law of the People's Republic of China," the "Shenzhen Stock Exchange Stock Listing Rules," and other relevant laws, regulations, normative documents, and the "Articles of Association." The completion of the proposed equity acquisition is uncertain, and investors are advised to pay attention to investment risks.
I. Overview of the Transaction
The Company's wholly-owned subsidiary Estun Robotics and Dingtong Electromechanical intend to acquire the equity of Estun CoolJoy by paying cash. Upon completion of this transaction, the Company will indirectly hold 100% equity in Estun CoolJoy through its subsidiaries Estun Robotics and Dingtong Electromechanical, and Estun CoolJoy will be included in the Company's consolidated financial statements.
This transaction is still in the planning stage and has not yet been submitted for review by the Company's Board of Directors or Shareholders' Meeting. The Company will, based on the progress of the acquisition and upon clarification of relevant matters, fulfill the corresponding decision-making and approval procedures in accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and the "Articles of Association."
One of the transaction counterparties, Primevolts, is the controlling shareholder of the Company. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations, this transaction constitutes a related party transaction. This transaction does not constitute a major asset restructuring as stipulated by the "Administrative Measures for Major Asset Restructuring of Listed Companies." This transaction will be conducted in cash and does not involve the issuance of shares by the Company, nor will it result in a change of control of the Company.
II. Basic Information of Transaction Counterparties