海兰信: 第六届董事会第十四次会议决议公告

Core Viewpoint - The company plans to acquire 100% equity of Hainan Hailan Universe Marine Information Technology Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction value of 1.0506206 billion yuan [1][3][11]. Group 1: Transaction Overview - The company will issue shares and pay cash to acquire the entire equity of Hainan Hailan Universe from 17 shareholders [1][2]. - The total valuation of Hainan Hailan Universe is determined to be 1.0506206 billion yuan as of March 31, 2025 [3][11]. - The company intends to raise up to 700 million yuan through issuing shares to no more than 35 specific investors to fund this acquisition [5][15]. Group 2: Funding and Financial Details - The cash portion of the transaction will be 350 million yuan, which constitutes 50% of the total funding requirement [6][7]. - The remaining funds will cover intermediary fees and specific projects, including a significant investment in marine situational awareness capabilities [6][7]. - If the fundraising is insufficient, the company will use self-raised funds to cover the shortfall [7][18]. Group 3: Share Issuance and Pricing - The shares will be issued at a price of 6.74 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [9][11]. - The total number of shares to be issued is approximately 103,949,634, representing 12.61% of the company's total share capital post-transaction [11][12]. - The issuance will be subject to approval from the shareholders' meeting and regulatory bodies [12][15]. Group 4: Regulatory Compliance and Procedures - The transaction has been reviewed and approved by the company's independent directors and strategic committee, and it will be submitted for shareholder approval [2][19]. - The company has confirmed that the transaction complies with relevant laws and regulations, ensuring the legality and validity of the process [21][24]. - The transaction is classified as a major asset restructuring but does not constitute a reverse listing [25][26]. Group 5: Lock-up Period and Performance Commitments - The shares acquired by specific investors will have a lock-up period of 36 months, with additional conditions based on stock performance [12][13]. - The transaction includes performance commitments from the sellers, ensuring accountability for the future performance of Hainan Hailan Universe [13][19].