GUOFENG(SZ:000859) Zheng Quan Zhi Xing·2025-08-21 17:00Core Viewpoint - The company, Guofeng New Materials, is planning to issue shares and pay cash to acquire assets while raising supporting funds through a related party transaction, which is expected to enhance its operational scale and profitability [10][13]. Group 1: Transaction Overview - The transaction involves the acquisition of 46,263,796 shares of Taohu Jinzhang Technology Co., Ltd., representing 58.33% of the total share capital after the cancellation of treasury shares [10]. - The total transaction price is approximately 69,993.56 million yuan, with 36,396.65 million yuan paid in shares and 33,596.91 million yuan in cash [12]. - The transaction is expected to be completed by obtaining necessary approvals from relevant authorities [4][13]. Group 2: Financial Impact - The transaction is projected to increase the company's total assets from 433,770.00 million yuan to 570,341.76 million yuan and improve net profit from -6,972.25 million yuan to -3,767.22 million yuan [13]. - The basic earnings per share are expected to improve from -0.08 yuan to -0.04 yuan post-transaction [13]. - The company anticipates enhanced operational capabilities and a stronger competitive position in the new materials sector following the acquisition [13]. Group 3: Shareholder Structure - Post-transaction, the controlling shareholder, Chuangye Group, will hold 26.98% of the shares, down from 29.11%, while new shareholders from the transaction will hold a combined 6.38% [13]. - The overall shareholding structure will not lead to a change in the actual controller of the company, which remains under the supervision of the Hefei State-owned Assets Supervision and Administration Commission [13]. Group 4: Compliance and Commitments - The company and its board members have committed to not reducing their shareholdings during the transaction process, ensuring stability for investors [14][15]. - The company has adhered to information disclosure obligations as per regulatory requirements, ensuring transparency throughout the transaction [15].