TCL TECH.(SZ:000100) Zheng Quan Zhi Xing·2025-07-06 08:17Core Viewpoint - TCL Technology Group Co., Ltd. is issuing new shares at a price of 4.42 CNY per share to acquire a 21.5311% stake in Shenzhen Huaxing Semiconductor, while also raising supporting funds through a private placement [1][5][7]. Transaction Overview - The transaction consists of two parts: issuing shares and paying cash to acquire assets, and raising supporting funds [4][5]. - The total consideration for the acquisition of the stake in Shenzhen Huaxing Semiconductor is 1,156,209.33 million CNY, with cash payment amounting to 720,268.22 million CNY [5][10]. - After the transaction, TCL will control 84.2105% of Shenzhen Huaxing Semiconductor [4][5]. Fundraising Details - The company plans to raise up to 435,941.11 million CNY through the issuance of shares to no more than 35 specific investors [5][12]. - The funds raised will be used entirely for the cash consideration of the acquisition, after deducting intermediary fees and related taxes [16][17]. Share Issuance and Pricing - The number of new shares issued will be 986,292,106, increasing the total shares to 19,765,372,873 [1][18]. - The issuance price of 4.42 CNY per share is compliant with regulations, being no less than 80% of the average trading price over specified periods [7][12]. Impact on Company Structure - The transaction will not change the company's controlling shareholder or actual controller status, maintaining its structure as a company without a controlling shareholder [4][21]. - The shareholding structure will see the new major shareholder, the Major Industry Fund, holding 4.99% post-transaction [21]. Financial Implications - The transaction is expected to enhance the company's core competitiveness in the semiconductor display industry without altering its main business focus [21][22]. - The total assets will remain unchanged, but liabilities will increase due to the cash payment, while equity will see a rise in the proportion of ownership in the acquired company [21][22]. Governance and Compliance - The company has adhered to all necessary legal and regulatory requirements throughout the transaction process, ensuring no adverse effects on governance mechanisms [22]. - There are no new related party transactions arising from this acquisition, maintaining compliance with existing regulations [22].