Core Viewpoint - The company, Guangzhou Hexin Instrument Co., Ltd., plans to acquire a 56.00% stake in Shanghai Liangxi Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [1][10]. Group 1: Transaction Overview - The transaction involves issuing shares and cash to purchase the 56.00% equity of Shanghai Liangxi Technology, which specializes in ultra-low temperature and weak signal measurement equipment [9][12]. - The total cash consideration for the transaction is set at 137.2 million yuan, while the total amount raised through share issuance is capped at 246.4 million yuan [10][11]. - The transaction is classified as a major asset restructuring under the relevant regulations, and it is expected to enhance the company's product offerings and market competitiveness [12]. Group 2: Financial and Regulatory Aspects - The valuation of the target company, based on the income approach, is approximately 686 million yuan, indicating a premium of 1,083.71% over the transaction price [11]. - The company will issue shares to no more than 35 specific investors, with the final number of shares subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [10][12]. - The transaction is not expected to change the control of the company, as the current controlling shareholder will remain the same post-transaction [12]. Group 3: Strategic Implications - The acquisition is anticipated to create synergies between the company's existing mass spectrometry business and the target's expertise in ultra-low temperature technology, thereby broadening the product range and enhancing technological capabilities [12]. - The integration of the target's technology is expected to improve product performance and expand the overall sales scale, strengthening the company's competitive position in the high-end scientific instrument market [12].
禾信仪器: 广州禾信仪器股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易报告书(草案)(修订稿)