Zheng Quan Zhi Xing·2025-08-19 11:09Core Viewpoint - The company is responding to an inquiry from the Shenzhen Stock Exchange regarding a significant asset acquisition, detailing the financial arrangements and justifications for the transaction [1][2][3]. Group 1: Transaction Details - The transaction is priced at 650,768.80 million yuan, based on the previous auction price of Wenzhou Yingsheng Industrial Co., and considers the synergy between the target company and the listed company [2]. - The company has a cash and cash equivalents balance of 425,338.69 million yuan as of March 2025, indicating a significant gap with the transaction price [2]. - Payment arrangements include three installments of 335,075.78 million yuan, 191,417.66 million yuan, and 89,521.60 million yuan, to be paid within specified timeframes after court approval [2][3]. Group 2: Financial Arrangements - The payment schedule is structured to ensure that the company can manage its cash flow effectively while complying with the restructuring plan [3][4]. - The company has secured various funding sources, including self-owned funds, bank loans, and shareholder loans, totaling approximately 32.60 billion yuan available for use [6][7]. - The company has a strong cash flow from operations, with net cash flow from operating activities reported at 92,799.29 million yuan for 2022, indicating good financial health [7]. Group 3: Operational Readiness - The target company is currently inactive, but the listed company plans to leverage its extensive mining experience to facilitate the target company's resumption of operations [5]. - The payment of the restructuring investment is not directly tied to the target company's operational resumption, as the restructuring process is ongoing [5]. - The company anticipates that substantial progress will be made in the target company's operations before the full payment of the restructuring investment [5]. Group 4: Asset Evaluation - The target company's assets were evaluated using both asset-based and income-based methods, with the asset-based method showing a significant increase in value [9][10]. - The asset-based valuation indicated an increase of 484,290.09 million yuan, primarily due to the high market value of the processed products [13][14]. - The income-based valuation assumes that the acquisition will enable operational synergies, leading to enhanced future cash flows [18][19]. Group 5: Strategic Benefits - The acquisition is expected to enhance the company's resource reserves and reduce safety risks associated with adjacent mining operations [11][12]. - The integration of the target company's resources is anticipated to maximize operational efficiency and minimize potential conflicts with neighboring mining operations [12][21]. - The company aims to utilize its existing operational advantages to improve the target company's performance post-acquisition, thereby benefiting shareholders and stakeholders [12][21].