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顾家家居股份有限公司收购报告书

Group 1 - The acquisition involves Yingfeng Group acquiring shares in Gujia Home Furnishing Co., Ltd, which will result in Yingfeng Group and its concerted actions holding over 30% of the total shares post-issuance, triggering a mandatory tender offer obligation [2][26][36] - Yingfeng Group has committed to not transferring the newly acquired shares for 36 months following the issuance, pending approval from the shareholders' meeting [2][28][36] - The acquisition aims to enhance Gujia's core competitiveness by funding various projects, including smart production line upgrades and digital transformation initiatives [10][11][12] Group 2 - Yingfeng Group's shareholding structure indicates that He Jianfeng holds 88.09% of Yingfeng Group, making him the controlling shareholder [5][6] - The financial data of Yingfeng Group shows a focus on investment management and asset management, with no significant legal issues reported in the past five years [7][8] - The acquisition will not change the control of Gujia, as Yingfeng Group and its concerted actions will remain the controlling shareholders post-acquisition [17][35] Group 3 - The acquisition will be executed through a cash subscription for up to 104,281,493 shares at a price of RMB 19.15 per share, totaling a maximum of RMB 199,699.06 million [19][32] - The funds for the acquisition will come from Yingfeng Group's own or legally raised funds, ensuring no disputes regarding the source of funds [32][33] - The acquisition process requires approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [15][31] Group 4 - The acquisition is structured to maintain the independence of Gujia, ensuring that its operations, assets, and finances remain separate from Yingfeng Group [45][46] - There are no plans to change the main business operations or management structure of Gujia in the next 12 months following the acquisition [39][40] - Yingfeng Group has committed to avoiding any potential conflicts of interest or competition with Gujia's business [57][58]