Overview - The company, Guangdong Tianyima Information Industry Co., Ltd., plans to issue shares and pay cash to acquire 100% equity of Guangdong Xingyun Kaiwu Technology Co., Ltd. and raise supporting funds [10][11][12] - The total amount of supporting funds to be raised does not exceed 200 million yuan, which is capped at 100% of the transaction price for the asset acquisition [12][14] - The transaction is expected to constitute a major asset restructuring and is subject to approval from the board of directors, shareholders, and regulatory authorities [10][13][14] Transaction Details - The transaction involves issuing shares to acquire 49% of the equity and paying cash for 51% of the equity of Xingyun Kaiwu [11][12] - The company has not held any equity in Xingyun Kaiwu prior to this transaction, and upon completion, Xingyun Kaiwu will become a wholly-owned subsidiary [11][15] - The transaction aims to enhance the company's capabilities in the smart self-service equipment digital service sector, leveraging IoT and SaaS solutions [15][28] Financial Implications - The transaction is anticipated to increase the company's total assets and revenue, thereby enhancing its operational capacity [15][16] - The specific transaction price for the assets is yet to be determined, pending the completion of auditing and evaluation work [12][16][22] - The company will disclose the audited financial data and evaluation results in the restructuring report [22][23] Regulatory Compliance - The company has committed to fulfilling all necessary disclosure obligations and ensuring the accuracy and completeness of the information provided [19][20] - The transaction has already been approved by the board and requires further approvals from regulatory bodies [17][21] - The company will implement measures to protect the rights of minority investors during the transaction process [18][19] Market Context - The IoT market in China is projected to reach 198.25 billion USD by 2024, with a growth rate of 13.2% [28] - The transaction aligns with national policies encouraging mergers and acquisitions to enhance industry concentration and resource allocation efficiency [27][28] - The company aims to capitalize on the growing demand for smart self-service solutions in the context of urban digital transformation [28]
天亿马: 广东天亿马信息产业股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易预案（摘要）