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世运电路: 中信证券股份有限公司关于广东世运电路科技股份有限公司拟协议受让莱尔科技部分股份暨关联交易的核查意见
Zheng Quan Zhi Xing·2025-07-08 16:19

Core Viewpoint - The company intends to acquire 5% equity in Lair Technology to enhance strategic cooperation in various fields including automotive electronics, new energy batteries, and AI servers, with a total transaction value of approximately 153.16 million RMB at a price of 19.74 RMB per share [1][7][11]. Group 1: Transaction Overview - The company signed a share transfer agreement with Ternel Investment to acquire 7,759,000 shares of Lair Technology, representing 5% of its total equity [1]. - The total transfer price is set at 153,162,660 RMB, with a per-share price of 19.74 RMB [7][11]. - The transaction is classified as a related party transaction due to the company's connection with De Xin Venture Capital, which holds 0.50% of Lair Technology [2][3]. Group 2: Related Party Relationships - Prior to the transaction, the company did not hold any shares in Lair Technology, while De Xin Venture Capital is a related party due to shared control by the local state-owned assets supervision and administration [2][4]. - The transaction does not require shareholder approval as it does not exceed the threshold of 30 million RMB in related party transactions within the past 12 months [2][3]. Group 3: Financial and Operational Context - Lair Technology reported total assets of 1.45 billion RMB and total liabilities of 373 million RMB as of December 31, 2024, with a net profit of 37 million RMB for the same year [6]. - The company achieved a revenue of 526 million RMB in 2024, reflecting a year-on-year growth of 19.95% [6]. - The first quarter of 2025 saw Lair Technology generate 165 million RMB in revenue, a 65.94% increase compared to the same period in the previous year [6]. Group 4: Strategic Rationale - The acquisition aims to foster collaboration in automotive electronics and new energy sectors, leveraging Lair Technology's advanced materials and technologies [12]. - The partnership is expected to enhance supply chain resilience and improve bargaining power through joint procurement of raw materials [12]. - The company plans to nominate one director to Lair Technology's board following the completion of the transaction, indicating a strategic interest in governance [8][10].