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控制权变更资金从何而来?长龄液压回复监管工作函

Core Viewpoint - The control of Changling Hydraulic (605389) is undergoing a significant change as the actual controllers, Xia Jifa and Xia Zemin, plan to transfer 43.21 million shares, representing 29.99% of the total shares, to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership for a total transaction price of 1.238 billion yuan [1] Group 1 - The total payment required for the transaction, including a partial tender offer for 17.29 million shares (12% of total shares) by Wuxi Hexin Bolang Technology Partnership, amounts to 2.113 billion yuan [1][2] - The funding sources for the acquisition include approximately 900 million yuan of self-owned funds and 950 million yuan of self-raised funds, with plans to obtain 750 million yuan through acquisition loans and 200 million yuan through external borrowing [2] - The actual controller of the acquiring entities, Hexin Tingtao and Hexin Bolang, is Hu Kangqiao, who will become the actual controller of Changling Hydraulic after the completion of the equity change [1][2] Group 2 - The total transaction price for the acquisition is approximately 1.865 billion yuan, with available funds from partners' contributions and bank loans covering the transaction price [3] - The partners' contributions include about 1.127 billion yuan, with 1.01 billion yuan from their own funds and 117 million yuan from external borrowing by Hu Kangqiao [3] - Hu Kangqiao and Xu Lantao's other main operating asset is Hexin Huilian, a chip design company with a post-investment valuation of approximately 2.887 billion yuan [3][4] Group 3 - After the completion of the share transfer, Hu Kangqiao will control 50.65% of the voting rights of Hexin Huilian through a voting rights entrustment agreement [4] - If Hexin Huilian fails to achieve a qualified listing by December 31, 2026, the institutional shareholders have the right to require a buyback of their shares at a price not lower than the investment amount plus a 10% simple interest [4][5] - The commitment period for a qualified listing has been extended to December 31, 2028, which will not create immediate repayment obligations for contingent liabilities [5]