TJBE(SZ:000695) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-05-17 05:01Core Viewpoint - The company plans to issue shares to acquire 100% equity of Cangzhou Xuyang Chemical Co., Ltd. and raise supporting funds through a private placement, which constitutes a related party transaction and a major asset restructuring [2][48][49]. Group 1: Board Meeting and Approval - The board meeting was held on May 16, 2025, with all nine directors present, and the meeting procedures complied with relevant laws and regulations [1]. - The proposal for issuing shares to purchase assets and raise supporting funds was approved with a unanimous vote of 5 in favor [2][4]. Group 2: Transaction Details - The company intends to acquire 100% of Cangzhou Xuyang's equity from Xuyang Group, Xuyang Coal Chemical, Shenzhen Capital Group's New Materials Fund, and Agricultural Bank Financial Asset Investment Co., Ltd. [2][4]. - The transaction will involve issuing shares to a maximum of 35 qualified investors through a private placement [2][4]. Group 3: Share Issuance and Pricing - The shares to be issued will be domestic RMB ordinary shares (A-shares) with a par value of 1.00 yuan, listed on the Shenzhen Stock Exchange [4][27]. - The issuance price will be set at 80% of the average trading price over the 20 trading days prior to the board meeting announcement, which is determined to be 7.55 yuan per share [6][34]. Group 4: Lock-up Period and Profit Distribution - Shares acquired by Xuyang Group and Xuyang Coal Chemical will be locked for 36 months post-issuance, while shares acquired by the New Materials Fund and Agricultural Bank will have a lock-up of 12 months or 36 months depending on the duration of asset ownership [18][19]. - The retained undistributed profits before the completion of the transaction will be shared by all shareholders based on their shareholding ratio [41]. Group 5: Compliance and Regulatory Aspects - The transaction complies with the relevant laws and regulations, and the company has followed the necessary legal procedures for this transaction [52][58]. - The board believes the transaction will enhance the company's asset quality and financial condition, ensuring compliance with the independence requirements [55][59].