长盈通: 武汉长盈通光电技术股份有限公司发行股份及支付现金购买资产报告书（草案）摘要（上会稿）

Core Viewpoint - The company, Wuhan Changyingtong Optoelectronic Technology Co., Ltd., plans to acquire 100% equity of Wuhan Shengyisheng Optoelectronic Technology Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction value of 158 million yuan [10][19]. Group 1: Transaction Overview - The transaction involves three parties: Wuhan Chuanglian Zhiguang Technology Co., Ltd., Li Longqin, and Ningbo Chengfenghao Enterprise Management Co., Ltd. [10][19]. - The main business of the target company, Wuhan Shengyisheng, focuses on the research, production, sales, and service of passive optical devices [10][19]. - The transaction is classified as a major asset restructuring under the relevant regulations [10][19]. Group 2: Financial Impact - The transaction is expected to enhance the company's overall profitability and sustainable operational capacity by creating synergies in the fiber optic gyroscope and optical communication sectors [15][19]. - Post-transaction, the company's total assets and net profit attributable to shareholders are projected to increase, thereby improving financial metrics [19][18]. Group 3: Share Structure Changes - The total share capital of the company will increase from 122,374,426 shares to 128,780,802 shares after the transaction [16][19]. - The transaction will not change the actual control of the company, which remains with Piabin [17][19]. Group 4: Performance Commitments - The performance commitments for the target company include achieving net profits of 11.2 million yuan, 18 million yuan, and 22.5 million yuan for the years 2025, 2026, and 2027, respectively [23][19]. - If the performance commitments are not met, the performance commitment parties are obligated to compensate the company [23][24]. Group 5: Regulatory Compliance - The transaction is subject to approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission [19][10]. - The company has committed to strict information disclosure obligations to protect the rights of minority shareholders during the transaction process [22][21].