JXPCB(SH:688655) Zhong Guo Jing Ji Wang·2025-04-10 07:36Core Viewpoint - The company Xunjiéxing (688655.SH) is planning to acquire 100% equity of Shenzhen Jiazhihong Electronics Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds [1][2]. Group 1: Transaction Details - The transaction is expected to constitute a major asset restructuring but will not involve a restructuring listing or related party transactions [2]. - The share issuance price for the asset purchase is set at 15.28 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [2]. - The company plans to issue shares to no more than 35 specific investors to raise supporting funds, with the total amount not exceeding 100% of the asset purchase price and the number of shares issued not exceeding 30% of the total share capital prior to the issuance [2][3]. Group 2: Financial Information of Jiazhihong - As of December 31, 2024, Jiazhihong's total assets are 53,124.35 million yuan, with total liabilities of 34,469.57 million yuan and owner's equity of 18,654.78 million yuan [5]. - The company's operating revenue for 2024 is projected to be 49,111.86 million yuan, with a net profit of 1,986.64 million yuan [5]. Group 3: Company Ownership Structure - As of the signing date of the proposal, the controlling shareholder of Xunjiéxing, Ma Zhuo, directly holds 38.66% of the shares and indirectly controls an additional 2.74%, totaling 41.40% [3]. - Wu Wenyiyi, the controlling shareholder of Jiazhihong, directly holds 48.1485% of the equity, and together with Cheng Xiaocheng, they control 64.2728% of Jiazhihong [3].