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东睦股份: 东睦新材料集团股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易报告书(草案)(修订稿)

Core Viewpoint - Dongmu New Materials Group Co., Ltd. plans to issue shares and pay cash to acquire a 34.75% stake in Shanghai Fuchi High-Tech Co., Ltd. and raise matching funds through the issuance of shares to no more than 35 specific investors [1][12]. Transaction Overview - The transaction involves issuing shares and paying cash to acquire assets, specifically the 34.75% equity of Shanghai Fuchi [10][11]. - The total amount of matching funds raised will not exceed 100% of the transaction price for the asset acquisition [12]. - The transaction is subject to approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission [3][12]. Financial Impact - The estimated transaction price for the 34.75% stake in Shanghai Fuchi is approximately 73.46 million yuan, based on an assessed value of 193.8 million yuan for 100% of the equity, reflecting a 105.44% increase [11][12]. - After the transaction, the total share capital of the company will increase from 616,383,477 shares to 653,675,737 shares, assuming the issuance of 37,292,260 new shares [13][14]. Strategic Importance - The acquisition is expected to enhance the company's core competitiveness in the MIM (Metal Injection Molding) business, leveraging synergies between powder metallurgy technologies [12][13]. - The transaction aligns with the company's strategy to focus on high-quality development and provide optimal material solutions for new energy and high-end manufacturing [12][13]. Shareholder Commitments - Major shareholders, including Mu Metal and Ningbo Jinguang, have expressed their principle support for the transaction, indicating it aligns with legal requirements and benefits the company and its shareholders [18]. - Shareholders have committed not to reduce their holdings during the transaction process [18]. Investor Protection Measures - The company will adhere to strict information disclosure obligations to protect the rights of investors, particularly minority shareholders [19]. - The transaction will follow fair and transparent procedures, ensuring that related party transactions are approved in compliance with regulations [19].