海兰信: 第六届监事会第十一次会议决议公告

Core Viewpoint - The company plans to acquire 100% equity of Hainan Hailan Huanyu 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][9]. Group 1: Transaction Overview - The company will issue shares and pay cash to acquire the entire equity of Hainan Hailan Huanyu from 17 shareholders [2][6]. - The total valuation of Hainan Hailan Huanyu is determined to be 1.0506206 billion yuan as of March 31, 2025 [3][9]. - The company intends to raise up to 700 million yuan through issuing shares to no more than 35 specific investors to support the acquisition [4][14]. Group 2: Funding and Use of Proceeds - The proceeds from the fundraising will be allocated as follows: 350 million yuan for cash payment for the acquisition, 1.045 million yuan for intermediary fees, and 16.4 million yuan for specific projects [5][15]. - If the fundraising falls short, the company will cover the funding gap through self-raised funds [5][16]. Group 3: Share Issuance Details - The share issuance price is set at 6.74 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [8][30]. - The number of shares to be issued is calculated based on the total transaction price minus the cash payment, divided by the issuance price [8][30]. Group 4: Regulatory Compliance - The company has confirmed that the transaction complies with relevant laws and regulations, including the Company Law and Securities Law [2][18]. - The transaction has been deemed a significant asset restructuring but does not constitute a restructuring listing [22][24]. Group 5: Lock-up Period and Performance Commitments - The shares acquired by investors will have a lock-up period of 36 months, with additional conditions for extension based on stock performance [11][12]. - Performance commitments and compensation agreements will be signed with the transaction parties to ensure compliance with the agreed terms [18].