置入80亿元资产 松发股份购买恒力重工100%股权

Core Viewpoint - Songfa Co., Ltd. plans to strategically exit the daily ceramic products manufacturing industry by acquiring 100% equity of Hengli Heavy Industry Group Co., Ltd. through a major asset swap and share issuance, with the aim of transforming its main business to shipbuilding and high-end equipment manufacturing [1][2][3] Group 1: Company Overview - Songfa Co., Ltd. primarily engages in the research, production, and sales of daily ceramic products, including daily porcelain, fine porcelain, and ceramic wine bottles [1] - The company has faced significant pressure on its main business operations and profitability due to economic downturns and declining demand, resulting in a continuous decrease in revenue and negative net profits over the past three years [1][2] Group 2: Asset Swap Details - The board of directors approved a proposal to swap all assets and operating liabilities with Zhongkun Investment, with the assessed value of the assets to be disposed of at 513 million yuan, reflecting an appraisal increment of 57.56 million yuan and an appraisal increment rate of 12.63% [2] - Following the transaction, Hengli Heavy Industry will become a wholly-owned subsidiary of Songfa Co., Ltd., which will shift its main business focus to the research, production, and sales of ships and high-end equipment [2][3] Group 3: Financial Performance of Hengli Heavy Industry - Hengli Heavy Industry, established in July 2022 with a registered capital of 3 billion yuan, aims to become a world-class manufacturer of high-end, intelligent, and green shipbuilding and equipment [2] - The financial performance of Hengli Heavy Industry shows revenues of 19.51 million yuan in 2022, 663 million yuan in 2023, and 3.306 billion yuan for the first nine months of 2024, with net profits of -26.11 million yuan, 1.137 million yuan, and 134 million yuan respectively [3] - The net asset book value of the target assets as of September 30, 2024, is 2.989 billion yuan, with an assessed value of 8.006 billion yuan, resulting in an appraisal increment of 5.017 billion yuan and an increment rate of 167.84% [3] Group 4: Shareholding Structure Post-Transaction - After the completion of the share issuance for asset acquisition, Zhongkun Investment, Hengneng Investment, and Suzhou Hengneng will hold 39.86%, 15.24%, and 15.24% of Songfa Co., Ltd.'s shares respectively, while Chen Jianhua will hold 15.24% and Hengli Group will hold 4.34% [4] - The aforementioned entities will collectively hold 89.93% of Songfa Co., Ltd., leading to a change in the controlling shareholder to Zhongkun Investment, while the actual controllers remain Chen Jianhua and Fan Hongwei [4]