HHCK(SH:688535) Zheng Quan Zhi Xing·2025-07-11 12:18Meeting Overview - The second meeting of the fourth board of directors of Jiangsu Huahai Chengke New Materials Co., Ltd. was held on July 11, 2025, with all six directors present [1] - The meeting was chaired by Chairman Han Jianglong and complied with relevant laws and regulations [1] Resolutions Passed - The board approved the draft report on issuing shares, convertible bonds, and cash for asset acquisition, along with the fundraising plan [2][3] - The board confirmed the pricing basis and fairness of the transaction [2] - The board approved the independence of the evaluation agency and the reasonableness of the evaluation assumptions [2] - The board approved the audit report and asset evaluation report related to the transaction [2] Transaction Details - The company plans to acquire 70% equity of Hengsu Huawai Electronics Co., Ltd. from 13 counterparties through issuing shares, convertible bonds, and cash [3][4] - The market value of the target company was assessed at 1.658 billion yuan, with an increase of 1.265086 billion yuan compared to the consolidated financial statements [4] - The total transaction price for the 70% equity is set at 1.12 billion yuan [4] Fundraising Plan - The company intends to raise funds through a private placement to no more than 35 specific investors, with the total amount not exceeding 100% of the asset purchase price [5][20] - The funds will be used for cash consideration, related taxes, intermediary fees, project construction, and to supplement the target company's working capital [20][22] - If the fundraising is insufficient, the company will cover the shortfall with self-raised funds [6][20] Issuance of Shares and Bonds - The shares issued will be ordinary shares with a par value of 1 yuan, listed on the Shanghai Stock Exchange [6][19] - The issuance price will be based on 80% of the average stock price over the 60 trading days prior to the pricing date [7][19] - The convertible bonds will have a face value of 100 yuan, with a maturity of four years and an interest rate of 0.01% per annum [10][12] Lock-up Period and Transfer Restrictions - Shares obtained through this transaction will be locked for 12 months post-issuance [9][14] - The convertible bonds will also have a lock-up period of 12 months from the issuance date [11][15] Validity of Resolutions - The resolutions related to this transaction will be valid for 12 months from the date of approval by the shareholders' meeting [18][22]