XMPD(SZ:000905) Zheng Quan Zhi Xing·2025-08-05 16:33Core Viewpoint - Xiamen Port Development Co., Ltd. plans to acquire 70% equity of Xiamen Container Terminal Group Co., Ltd. from Xiamen International Port Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [1][9][10] Group 1: Transaction Overview - The transaction involves issuing shares and cash payment to acquire 70% equity of the target company [8][9] - The total transaction price for the target assets is set at 617,796.35 million yuan, based on an evaluation report valuing 100% of the target company at 882,566.21 million yuan [10][12] - The cash payment will be sourced from raised funds, self-owned, or self-raised funds, ensuring the transaction proceeds even if the fundraising is not fully successful [10][19] Group 2: Fundraising Details - The company plans to issue shares to no more than 35 specific investors, with the total amount raised not exceeding 100% of the transaction price [9][18] - The shares will be issued at a price not lower than 80% of the average trading price over the previous 20 trading days [17][18] - The funds raised will be allocated to various projects, including the Xiamen Port Multimodal Transport Smart Logistics Center and equipment upgrades, totaling 350,000 million yuan [18][19] Group 3: Regulatory and Legal Framework - The transaction is governed by relevant laws and regulations, including the Company Law and Securities Law, ensuring compliance with regulatory requirements [5][6] - The legal opinion provided confirms the legitimacy of the transaction and the qualifications of the involved parties [6][27] - The transaction does not constitute a restructuring listing, as there will be no change in the controlling shareholder or actual controller [20]