Transaction Overview - The company plans to acquire a 53.2897% stake in Nanjing Shenyuan Intelligent Technology Co., Ltd. for a total consideration of RMB 21,315.88 million, which includes a cash purchase of 37.7196% of the shares for RMB 11,315.88 million and a subsequent capital increase of RMB 10,000.00 million [1][3][4] - The acquisition will make Nanjing Shenyuan a subsidiary of the company, included in the consolidated financial statements [1][4] Transaction Details - The transaction does not constitute a related party transaction or a major asset restructuring [2] - The board of directors and supervisory board have approved the transaction, which does not require shareholder approval [2][20] - The transaction involves multiple sellers, including Nanjing Senliser Intelligent Technology Partnership and others, with specific share percentages and corresponding prices outlined [3][14] Strategic Rationale - This acquisition aligns with national policies encouraging high-quality development through mergers and acquisitions, aiming to expand the company's industrial layout and cultivate new growth points [4][20] - Nanjing Shenyuan is a leading company in six-dimensional force sensors, with significant market potential in humanoid robotics, enhancing the company's core competitiveness [4][9] Financial Impact - The transaction is expected to have a short-term neutral impact on the company's financial status, as the funding comes entirely from the company's own resources [20] - The pre-transaction valuation of Nanjing Shenyuan was set at RMB 300 million, reflecting an increase from the previous round of financing [12][13] Management Changes - Following the transaction, the board of Nanjing Shenyuan will be restructured to include three directors appointed by the company, with the remaining two appointed by other shareholders [21][22] - The financial responsibilities will also shift to a company-appointed individual after the first phase of investment [21] Compliance and Risk Management - The transaction has been structured to avoid any potential conflicts of interest or competition within the industry [22] - Nanjing Shenyuan currently has no outstanding debts or financial obligations that could pose risks to the company post-acquisition [22]
九鼎投资: 九鼎投资关于收购南京神源生智能科技有限公司部分股权并对其增资的公告