Core Viewpoint - The company, Fulede, plans to issue shares and convertible bonds to acquire 100% equity of Jiangsu Fulehua Semiconductor Technology Co., Ltd. and raise matching funds, pending approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1][7]. Group 1: Transaction Details - The total transaction value for acquiring Fulehua's 100% equity is set at 655 million yuan, with an increase in value of 351.36 million yuan, representing a 115.71% appreciation [2]. - The share issuance price is determined at 16.30 yuan per share, with a total of 379,760,567 shares to be issued, accounting for 52.88% of the company's total share capital post-transaction [3]. - The company will issue 3,599,009 convertible bonds to specific investors, valued at 35.99 million yuan, which is 5.49% of the total transaction price [3][4]. Group 2: Fundraising and Usage - The company aims to raise up to 78.26 million yuan through the issuance of shares to cover transaction-related costs and fund several semiconductor projects [4][5]. - The allocation of raised funds includes 10 million yuan for intermediary fees, 30.96 million yuan for a semiconductor production line, 25.07 million yuan for a ceramic substrate project, and 12.23 million yuan for research on semiconductor substrates [6]. Group 3: Performance and Commitments - The performance compensation period for the transaction is set for 2025 to 2027, with profit commitments from the controlling shareholder, Shanghai Shenhe, ensuring net profits of at least 28.52 million yuan, 34.21 million yuan, and 41.42 million yuan for the respective years [10]. - The target company, Fulehua, reported revenues of 1.11 billion yuan, 1.67 billion yuan, and 1.37 billion yuan for the years 2022, 2023, and the first nine months of 2024, respectively [9].
富乐德拟65.5亿元关联收购富乐华 标的增值率116%