GPTY(SZ:000545) Zheng Quan Zhi Xing·2025-07-14 12:19Core Viewpoint - The company is planning a significant asset swap, issuance of shares, and cash payment to acquire assets, which includes a fundraising component, all of which are subject to shareholder approval and regulatory compliance [1][2][16]. Group 1: Board Meeting and Resolutions - The eighth board meeting was held on July 14, 2025, with all five directors present, and the meeting complied with relevant laws and regulations [1]. - The board unanimously approved the proposal for the major asset swap, share issuance, and cash payment for asset acquisition, which will be submitted for shareholder review [2][16]. Group 2: Details of the Transaction - The transaction consists of a major asset swap, issuance of shares, and cash payment for asset acquisition, which are interdependent and must all receive necessary approvals to be effective [2][3]. - The company plans to swap certain assets from its subsidiaries for a 91% stake in Lide Dongfang held by Jinpu Dongyu [4][5]. - The share issuance will involve raising funds from no more than 35 specific investors, with the total amount not exceeding 100% of the asset acquisition price [4][11]. Group 3: Financial Aspects - The issuance price for the shares is set at 1.91 yuan per share, which is not less than 80% of the market reference price [7][8]. - The total number of shares issued will not exceed 30% of the company's total share capital prior to the transaction [11][13]. Group 4: Regulatory Compliance - The transaction is expected to constitute a related party transaction and a major asset restructuring but will not result in a change of control [16][17]. - The company has ensured compliance with various regulations, including the need for asset evaluations and audits to determine fair pricing [18][19]. Group 5: Impact on Business Operations - Following the transaction, the company's main business will shift from titanium dioxide production to rubber products, marking a strategic exit from the titanium industry [20]. - The transaction is anticipated to enhance the company's operational capabilities and financial health, while maintaining independence from related parties [19][20]. Group 6: Shareholder and Investor Considerations - The company has implemented strict confidentiality measures regarding the transaction and has documented all relevant processes [26][27]. - The board has confirmed that all legal documents related to the transaction are accurate and complete, ensuring transparency for shareholders [29].