NCFC(SH:600889) Zheng Quan Zhi Xing·2025-05-12 14:47Core Viewpoint - The transaction involving Nanjing Chemical Fiber Co., Ltd. aims to acquire 100% of Nanjing Process Equipment Manufacturing Co., Ltd. through asset swaps, share issuance, and cash payments, with the expectation that it will not dilute immediate returns for shareholders [1][4]. Financial Summary - Total assets are projected to increase from 148,443.96 million to 152,746.88 million, reflecting a growth of 4,302.92 million or 2.90% [2]. - Total liabilities will decrease significantly from 106,733.48 million to 49,828.65 million, a reduction of 56,904.83 million or 53.31% [2]. - Equity attributable to shareholders is expected to rise from 42,374.98 million to 103,582.72 million, an increase of 61,207.74 million or 144.44% [2]. - Operating revenue will decline from 66,250.72 million to 49,693.22 million, a decrease of 16,557.50 million or 24.99% [2]. - Net profit attributable to shareholders is projected to improve from -44,872.22 million to 41,009.43 million, a change of 85,881.64 million or 191.39% [2]. - The asset-liability ratio will decrease from 71.90% to 32.62%, a drop of 39.28% or 54.63% [2]. - Basic earnings per share will increase from -1.22 to 0.73, a rise of 1.96 or 160.00% [2]. Transaction Necessity and Rationality - The transaction is deemed necessary for the company to divest its loss-making operations and inject high-quality business assets, facilitating a business transformation and enhancing future competitiveness [3][4]. - The acquisition of Nanjing Process Equipment will provide access to a mature product line, customer base, and technical talent in the rolling functional components sector, which is crucial for the company's strategic upgrade [3][4]. Measures to Mitigate Immediate Return Dilution - The company plans to accelerate its strategic transformation and enhance core competitiveness through the transaction, aiming to identify new profit growth points [4][5]. - The 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 management and internal controls to improve operational performance and cost efficiency [5]. - A sustainable profit distribution policy will be implemented post-transaction to ensure shareholder returns are prioritized [5]. Commitments from Relevant Parties - The controlling shareholder and related parties have committed to not interfere with the company's management and to uphold shareholder interests [6][7]. - All directors and senior management have pledged to fulfill their duties diligently and to protect the rights of all shareholders [6][7]. Independent Financial Advisor's Conclusion - The independent financial advisor confirms that the transaction will not lead to a dilution of earnings per share and that the proposed measures to mitigate immediate return dilution are in compliance with regulatory requirements [8].