NCFC(SH:600889) Zheng Quan Zhi Xing·2025-05-12 14:36Core Viewpoint - The company plans to acquire 100% of Nanjing Gongyi Equipment Manufacturing Co., Ltd. through asset swaps, share issuance, and cash payments, while ensuring no immediate dilution of earnings per share occurs post-transaction [1][4]. Financial Impact - Total assets are projected to increase from 148,443.96 million to 152,746.88 million, a rise of 2.90% [2] - Total liabilities will decrease significantly from 106,733.48 million to 49,828.65 million, a reduction of 53.31% [2] - Equity attributable to shareholders will rise from 42,374.98 million to 103,582.72 million, an increase of 144.44% [2] - Operating revenue is expected to decline from 66,250.72 million to 49,693.22 million, a decrease of 24.99% [2] - Net profit attributable to shareholders will improve from -44,872.22 million to 41,009.43 million, an increase of 191.39% [2] - The debt-to-asset ratio will drop from 71.90% to 32.62%, a decrease of 54.63% [2] - Basic earnings per share will increase from -1.22 to 0.73, a change of 160.00% [2] Necessity and Rationality of the Transaction - The company aims to divest its loss-making operations and inject high-quality business assets to achieve a business transformation and enhance future competitiveness [3] - The acquisition will provide access to a mature product line, customer base, and technical talent in the rolling functional components sector, facilitating a strategic upgrade [3] - The transaction is expected to improve the company's profitability and sustainable operational capacity, maximizing shareholder interests [4] Measures to Mitigate Dilution of Immediate Returns - The company plans to accelerate its strategic transformation and enhance core competitiveness through the transaction [4][5] - Funds raised from the transaction will be allocated to project construction and working capital, with a focus on key manufacturing projects aligned with national policies [4][5] - The company will strengthen governance and internal controls to improve operational performance and manage financial risks effectively [5] - A commitment to a sustainable and transparent profit distribution policy will be maintained to enhance shareholder returns [5] Commitments from Key Stakeholders - The controlling shareholder and their associates have committed to not interfere with the company's management and to protect shareholder interests [6] - All directors and senior management have pledged to fulfill their duties diligently and to uphold the rights of all shareholders [7]