恒力重工100%股权拟作价80亿注入 松发股份一字跌停

Core Viewpoint - Songfa Co., Ltd. (松发股份) announced a significant asset swap and share issuance to acquire 100% equity of Hengli Heavy Industry (恒力重工), leading to a 10% drop in its stock price to 48.08 yuan [1] Group 1: Transaction Details - The company plans to swap its assets and liabilities for 50% equity of Hengli Heavy Industry held by Zhongkun Investment (中坤投资) and issue shares to acquire the remaining 50% equity from other investors [1][5] - The estimated value of the assets to be swapped is 51,310.47 million yuan, while the value of the assets to be acquired is 800,639.44 million yuan [2] - The share issuance price is set at 10.16 yuan per share, which is not less than 80% of the average trading price over the previous 60 trading days [2] Group 2: Fundraising and Financial Projections - The company aims to raise up to 500 million yuan through the issuance of shares to no more than 35 specific investors, with funds allocated for project construction and debt repayment [3] - Hengli Heavy Industry is projected to achieve net profits of 112,728.03 million yuan, 164,143.03 million yuan, and 206,280.80 million yuan for the years 2025, 2026, and 2027, respectively [3] - A performance compensation agreement guarantees that the cumulative net profit for the performance commitment period will not be less than 480 million yuan [3] Group 3: Shareholding Structure Post-Transaction - After the transaction, the total number of shares will increase to 861,697,311, with Zhongkun Investment holding 39.86% and other investors holding significant portions, leading to a combined ownership of 89.93% [4] - The controlling shareholder will change to Zhongkun Investment, while the actual controllers remain Chen Jianhua (陈建华) and Fan Hongwei (范红卫) [4][5]