Zheng Quan Zhi Xing·2025-05-09 08:39Core Viewpoint - The report outlines the independent financial advisory role of CITIC Securities in the acquisition of assets by China Energy Conservation and Environmental Protection Group Co., Ltd. through a combination of share issuance and cash payment, along with the associated fundraising and related party transactions [1][2]. Group 1: Transaction Overview - The company plans to acquire 100% equity of Environmental Technology from China Environmental Protection and minority stakes in several subsidiaries from Hebei Construction Investment through share issuance and cash payment [2][3]. - The total assessed value of the acquired assets is approximately 1,075.57 million yuan for Environmental Technology and 40.84 million yuan for the minority stakes [3][4]. Group 2: Payment Structure - The payment for the transaction will be a combination of share issuance and cash, with specific amounts allocated to each party involved [4]. - The company intends to raise up to 300 million yuan through the issuance of shares to no more than 35 specific investors, with the issuance price set at no less than 80% of the average trading price over the previous 20 trading days [4][5]. Group 3: Implementation Status - As of June 2023, the transfer of ownership for the acquired assets has been completed, with Environmental Technology and other subsidiaries officially becoming wholly-owned or majority-owned subsidiaries of the company [6][8]. - The issuance of new shares has been completed, with a total of approximately 2.18 billion shares issued, increasing the total share count to approximately 2.61 billion [9][11]. Group 4: Fundraising and Financial Details - The total amount raised from the share issuance was approximately 2.99 billion yuan, with net proceeds after expenses amounting to about 2.97 billion yuan [11][14]. - The shares issued are subject to a six-month lock-up period, during which they cannot be transferred [13][29]. Group 5: Compliance and Commitments - The independent financial advisor confirms that all necessary approvals and disclosures have been completed in accordance with relevant laws and regulations [15]. - The company and its related parties have made commitments to ensure compliance with regulations and to avoid conflicts of interest in future transactions [26][36].