SONGFA(SH:603268) Zheng Quan Zhi Xing·2025-08-21 07:11Core Viewpoint - The company, Guangdong Songfa Ceramics Co., Ltd., is undergoing a significant asset swap and issuing shares to purchase assets while raising matching funds, which involves a complex transaction structure and regulatory compliance [1][5][20]. Group 1: Transaction Overview - The transaction involves a major asset swap where the company plans to exchange all its assets and operating liabilities for a 50% stake in Hengli Heavy Industry Group Co., Ltd. [5][10]. - The estimated value of the assets to be swapped is approximately 51.31 million yuan, while the assets being acquired are valued at approximately 800.64 million yuan, resulting in a significant premium of 167.84% [6][10]. - The company will issue shares to cover the difference in transaction value, amounting to approximately 749.33 million yuan [10][13]. Group 2: Share Issuance Details - The company plans to issue 737,528,511 shares at a price of 10.16 yuan per share, which is set at 80% of the average trading price over the previous 60 trading days [11][13]. - The shares issued will represent approximately 85.59% of the total shares post-transaction [13]. - The shares acquired by the transaction counterparties will be subject to a lock-up period of 36 months, with potential extensions based on stock performance [14][19]. Group 3: Fundraising and Use of Proceeds - The company aims to raise up to 400 million yuan through the issuance of shares to no more than 35 specific investors, with the funds intended for investment projects related to the acquired assets [15][16]. - The total investment for the projects is estimated at 874.35 million yuan, indicating a significant commitment to growth and development [16]. - If the fundraising does not meet the required amount, the company plans to cover the shortfall through self-raised funds [16][18]. Group 4: Regulatory Compliance and Approvals - The company has obtained necessary approvals for the transaction, including compliance with relevant laws and regulations [20][22]. - Independent directors have reviewed the transaction to ensure fairness and compliance with regulations regarding related party transactions [22][23]. - The transaction is structured to ensure that the interests of all shareholders are protected, with specific measures in place for performance compensation and adjustments based on market conditions [14][20].