国风新材：7亿购买金张科技58.33%股权问询函回复

Core Viewpoint - Anhui Guofeng New Materials Co., Ltd. is responding to an inquiry from the Shenzhen Stock Exchange regarding its plan to acquire a controlling stake in Taihu Jinzhan Technology Co., Ltd. through a combination of share issuance and cash payment, along with raising supporting funds [1][3] Group 1: Transaction Details - The company plans to purchase 46,263,796 shares of Taihu Jinzhan Technology, representing 58.33% of the total share capital after the cancellation of treasury shares [3] - The total assessed value of 100% equity of the target company is 1.213 billion yuan, with the transaction price for the 58.33% stake set at approximately 699.94 million yuan [3] - The company aims to raise up to 351 million yuan by issuing shares to no more than 35 qualified investors, including Hefei Industrial Investment Holding Group Co., Ltd. [3] Group 2: Target Company Overview - Taihu Jinzhan Technology specializes in the research, production, and sales of functional coating composite materials, primarily focusing on optical protective films for electronic screens and precision functional films for electronic processes [4] - The main application area for the company's products is the consumer electronics sector, particularly smartphones [4] Group 3: Financial Performance - From 2020 to 2024, the total assets of the target company were 763.83 million yuan, 784.66 million yuan, 737.02 million yuan, 848.13 million yuan, and 880.93 million yuan, with percentage changes of 2.73%, -6.07%, 15.08%, and 3.87% respectively [5] - The net assets during the same period were 499.34 million yuan, 469.82 million yuan, 455.58 million yuan, 496.47 million yuan, and 531.77 million yuan, showing changes of -5.91%, -3.03%, 8.98%, and 7.11% respectively [5] - The company's operating revenue for the years 2020 to 2024 was 565.83 million yuan, 456.49 million yuan, 375.65 million yuan, 574.79 million yuan, and 656.10 million yuan, with changes of -19.32%, -17.71%, 53.01%, and 14.15% respectively, indicating a trend of decline followed by recovery [6] - Sales revenue from optical protective films consistently accounted for over 89% of the total operating revenue during this period [6]