3PEAK(SH:688536) Zheng Quan Zhi Xing·2025-08-06 12:14Core Viewpoint - The company, Si Rui Pu Microelectronics Technology (Suzhou) Co., Ltd., is issuing convertible bonds and raising funds through stock issuance to acquire 100% equity of Chuangxin Micro, with a total transaction price of 1.06 billion RMB [8][22]. Group 1: Transaction Overview - The company plans to issue 3,047,535 shares of common stock at a price of 125.80 RMB per share to raise a total of 383.38 million RMB [3][28]. - The convertible bonds will be issued to a maximum of 35 specific investors, with a total amount not exceeding 383.38 million RMB, which will be used for cash consideration and intermediary fees related to the acquisition [22][23]. - The acquisition of Chuangxin Micro will be completed after the issuance of convertible bonds and stock, with the latter not being a prerequisite for the former [8][9]. Group 2: Financial Details - The valuation of Chuangxin Micro's 100% equity is assessed at 1.066 billion RMB as of September 30, 2023, using market and income approaches [8]. - The initial conversion price for the bonds is set at 158 RMB per share, which is not less than 80% of the average trading price over the previous 20 trading days [10][11]. - The bonds will have a maturity of four years, with an annual interest rate of 0.01% [12][14]. Group 3: Regulatory Compliance - The issuance of shares and convertible bonds complies with the relevant regulations of the Securities Law and the Shanghai Stock Exchange [6][27]. - The company has completed all necessary decision-making and approval processes for the transaction, with no outstanding approvals required [25][26]. - The stock issued will have a lock-up period of six months post-issuance, during which the shares cannot be transferred [23][28].