Zheng Quan Zhi Xing·2025-07-08 09:17Core Viewpoint - The company, Anhui Fulede Technology Development Co., Ltd., plans to issue shares and convertible bonds to acquire 100% equity of Jiangsu Fulehua Semiconductor Technology Co., Ltd., with a total transaction value of 655 million yuan [6][14][20]. Group 1: Transaction Overview - The company intends to acquire 100% equity of Jiangsu Fulehua through the issuance of shares and convertible bonds to 59 trading parties [6][14]. - The assessment report values the 100% equity of Fulehua at 655 million yuan as of September 30, 2024 [6][14]. - The total consideration for the transaction is set at 655 million yuan, with shares and convertible bonds as payment methods [6][14]. Group 2: Fundraising Details - The company plans to raise up to 782.59 million yuan through the issuance of shares to no more than 35 specific investors [12][20]. - The total amount raised will not exceed 100% of the transaction price for the asset acquisition [12][20]. - The funds will be used for intermediary fees, taxes, and specific projects related to semiconductor production [12][20]. Group 3: Share Issuance and Pricing - The shares will be issued at a price of 16.30 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [14][15]. - The total number of shares to be issued is approximately 379.76 million, accounting for 52.88% of the company's total share capital post-transaction [14][15]. - The pricing mechanism includes adjustments for any corporate actions such as dividends or stock splits during the pricing period [15][20]. Group 4: Convertible Bonds - The company will issue convertible bonds with a total value of approximately 35.99 million yuan, representing 5.49% of the total transaction price [20][21]. - The initial conversion price for the bonds is set at 16.30 yuan per share, with no adjustment mechanism for the conversion price [21][24]. - The bonds will have a maturity period of four years and a nominal interest rate of 0.01% per annum [22][24].