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富乐德: 安徽富乐德科技发展股份有限公司发行股份、可转换公司债券购买资产并募集配套资金暨关联交易之实施情况暨新增股份上市公告书(摘要)

Core Viewpoint - The company, Anhui Fulede Technology Development Co., Ltd., is conducting a significant asset acquisition by issuing shares and convertible bonds to purchase 100% equity of Jiangsu Fulehua Semiconductor Technology Co., Ltd. for a total transaction price of 655 million yuan [8][20]. Group 1: Transaction Overview - The company plans to issue 379,760,567 new shares at a price of 16.30 yuan per share as part of the transaction [2][18]. - The total share capital of the company will increase to 721,068,167 shares post-transaction, with public shares accounting for no less than 10% of the total [3][8]. - The transaction involves 59 specific counterparties, with Shanghai Shenhe Investment Co., Ltd. being the controlling shareholder [4][8]. Group 2: Financial Details - The valuation of the target company, Fulehua, was assessed at 655 million yuan as of September 30, 2024, using both income and market approaches, with the income approach being selected for the final valuation [8][20]. - The company will also issue convertible bonds worth 35,990,226.5 yuan, which will account for 5.49% of the total transaction price [25][26]. - The total amount of funds raised through the issuance of shares and convertible bonds will not exceed 78,259.38 million yuan, which is 100% of the purchase price of the assets [15][18]. Group 3: Lock-up Period and Conditions - Newly issued shares will be subject to a lock-up period, with specific conditions for extension based on stock performance [21][22]. - The lock-up period for shares obtained through the transaction will vary from 12 to 36 months depending on the duration of the counterparty's holding of the underlying assets [21][22]. - The company will ensure compliance with relevant regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange regarding the transfer of shares post-lock-up [22][24].