SONGFA(SH:603268) Zheng Quan Zhi Xing·2025-08-21 16:36Group 1 - The core transaction involves a major asset swap and issuance of shares to purchase assets, with the company planning to exchange all its assets and operating liabilities for a 50% stake in Hengli Heavy Industry held by Zhongkun Investment [5][9][27] - The estimated value of the assets to be disposed of is approximately 51,310.47 million RMB, while the assets to be acquired are valued at approximately 800,639.44 million RMB [5][9][27] - The company will issue shares to a maximum of 35 specific investors to raise supporting funds, with the total amount not exceeding 400,000.00 million RMB [19][18][16] Group 2 - The issuance price for the shares is set at 10.16 RMB per share, which is not lower than 80% of the market reference price based on the average trading price over the previous 60 trading days [12][10][14] - The total number of shares to be issued is approximately 737,528,511, which will represent 85.59% of the total share capital after the issuance [15][14][10] - The shares acquired through this transaction will be subject to a lock-up period of 36 months, with potential extensions based on stock performance [11][15][20] Group 3 - The transaction has received necessary approvals from the company's board and independent directors, and has been reviewed and approved by the Shanghai Stock Exchange and the China Securities Regulatory Commission [26][21][23] - The transfer of ownership for the assets involved in the transaction has been completed, with the relevant registration procedures finalized [27][26][25] - The company plans to utilize the raised funds for specific projects, including the establishment of a green high-end equipment manufacturing project and an international ship research and design center [16][19][17]