Core Viewpoint - The company plans to issue shares and pay cash to acquire 100% of Chongqing Xincheng Hangrui Technology Co., Ltd. and raise supporting funds through this transaction, which constitutes a related party transaction [1][2][3]. Board Meeting Details - The fourth meeting of the sixth board of directors was held on July 4, 2025, with all five directors present, and the meeting was deemed legal and effective [1]. - The board unanimously approved the proposal for the acquisition and related transactions, with a voting result of 5 votes in favor, 0 against, and 0 abstentions [2][3]. Transaction Structure - The transaction involves issuing shares and paying cash for the acquisition, with the issuance of shares being subject to the market price regulations [3][5]. - The pricing benchmark date for the share issuance is set as the date of the board meeting resolution, July 4, 2025 [4]. - The share issuance price is determined to be 20.82 yuan per share, which is compliant with the regulations [5]. Financial Details - The average stock prices for the 20, 60, and 120 trading days prior to the pricing benchmark date are 29.85 yuan, 28.55 yuan, and 26.02 yuan respectively, with the corresponding 80% thresholds being 23.88 yuan, 22.84 yuan, and 20.82 yuan [4]. - The total amount of supporting funds raised will not exceed 100% of the transaction price for the asset acquisition, and the number of shares issued will not exceed 30% of the total share capital post-transaction [11][12]. Approval and Compliance - The proposal has been reviewed and approved by the independent directors, strategic and development committee, and audit committee, and it will be submitted for shareholder approval [2][15]. - The company has taken necessary measures to ensure compliance with relevant laws and regulations throughout the transaction process [19][20]. Lock-up and Performance Compensation - The lock-up period for shares acquired by the transaction parties will be determined through mutual agreement, and performance compensation agreements may be established [8][9]. - The profits and losses generated by the acquired assets during the transition period will be allocated according to the agreement [9]. Future Steps - The company will prepare a detailed report on the acquisition and related transactions after the completion of the necessary audits and evaluations [15][26]. - The board will seek authorization from shareholders to handle all matters related to the transaction, including adjustments to the transaction structure if necessary [24][25].
邵阳液压: 第六届董事会第四次会议决议公告