千金药业: 千金药业发行股份及支付现金购买资产暨关联交易报告书（草案）摘要（上会稿）

Core Viewpoint - The company plans to acquire 28.92% of Hunan Qianjin Xiangjiang Pharmaceutical Co., Ltd. and 68.00% of Hunan Qianjin Xieli Pharmaceutical Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction value of 623.47 million yuan [11][12][19]. Transaction Overview - The transaction involves the issuance of shares and cash payment to acquire stakes in two subsidiaries, enhancing the company's control over these entities [11][19]. - The cash payment will be sourced from the company's own funds, amounting to 3.63 million yuan, while the share payment will total 619.84 million yuan [12][19]. Valuation and Assessment - The valuation of Qianjin Xiangjiang Pharmaceutical's 28.92% stake is set at 360.50 million yuan, while the 68.00% stake in Qianjin Xieli Pharmaceutical is valued at 262.96 million yuan, based on assessments using income and asset-based methods [13][19]. - The assessment reports indicate significant increases in the market value of the target companies, with Qianjin Xiangjiang's equity showing an increase of 87.77% and Qianjin Xieli's equity increasing by 73.28% [13][19]. Impact on Company Operations - The acquisition will strengthen the company's position in the pharmaceutical industry, particularly in the production and sales of chemical and traditional Chinese medicines, aligning with its strategic plan for 2024-2031 [19][20]. - Post-acquisition, the company will hold 79.92% of Qianjin Xiangjiang and 100% of Qianjin Xieli, enhancing management control and operational synergy [19][20]. Share Structure Changes - Following the transaction, the total share capital of the company will increase from 423,997,117 shares to 494,674,584 shares, with the issuance of 70,677,467 new shares [21]. - The controlling shareholder, Zhuzhou State-owned Assets Investment Holding Group, will remain unchanged, ensuring stability in the company's governance structure [21].