IKD(SH:600933) Zheng Quan Zhi Xing·2025-05-09 08:45Core Viewpoint - The company is planning to acquire 71% of the equity of Zhuoerbo (Ningbo) Precision Electromechanical Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds [7][8]. Group I: Transaction Overview - The transaction involves the issuance of shares and cash payment to acquire 71% of Zhuoerbo's equity, making it a subsidiary of the company [8][9]. - The total transaction price for the 71% equity is set at 1,118.25 million yuan, with 503.21 million yuan in cash and 615.04 million yuan in shares [15][16]. - The share issuance price is determined to be 14.00 yuan per share, which is above the minimum required price based on market averages [10][11]. Group II: Legal and Regulatory Compliance - The transaction complies with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [7][8]. - The company has confirmed that the transaction does not constitute a related party transaction, as the transaction counterparties do not hold significant shares in the company [31]. - The transaction is not classified as a major asset restructuring, as the financial metrics do not meet the thresholds set by regulatory guidelines [33][34]. Group III: Financial Impact and Performance Commitments - The company anticipates that the acquisition will enhance its asset scale, net profit levels, and earnings per share [36]. - The performance commitment includes a net profit target of no less than 47.25 million yuan over three years, with specific conditions for compensation if targets are not met [18][19]. - The company plans to implement measures to mitigate any potential dilution of immediate returns resulting from the transaction [36][37].