GUOYUAN SECURITIES(SZ:000728) Zheng Quan Zhi Xing·2025-08-21 18:21Core Viewpoint - The report outlines the independent financial advisory opinion regarding Anhui Guofeng New Materials Co., Ltd.'s plan to issue shares and pay cash to acquire assets while raising supporting funds, emphasizing the transaction's compliance with legal and regulatory requirements [1][2][3]. Group 1: Transaction Overview - The transaction involves issuing shares and paying cash to acquire a total of 46,263,796 shares of Taohua Jinzhan Technology Co., Ltd., representing 58.33% of the company's total shares after the cancellation of treasury shares [6][9]. - The transaction aims to enhance the company's control over Jinzhan Technology and facilitate industrial integration, promoting synergy in the new materials sector [9][10]. Group 2: Financial Impact - The total assets of the company are projected to increase from 433,770.00 million to 570,341.76 million after the transaction, while total liabilities will rise from 154,630.55 million to 189,546.54 million [10]. - The net profit attributable to the parent company is expected to improve from -6,972.25 million to -3,767.22 million, indicating a reduction in losses post-transaction [10][11]. Group 3: Regulatory Compliance - The independent financial advisor confirms that the transaction complies with relevant laws and regulations, ensuring that the disclosed information is true, accurate, and complete [2][3]. - The transaction has undergone internal review and has received necessary approvals, with further approvals required before implementation [11]. Group 4: Shareholder Structure - Post-transaction, the controlling shareholder, Chuangtou Group, will see its ownership percentage decrease from 29.11% to 26.98%, while new shareholders from the transaction will include various parties [9][10]. - The overall shareholding structure will remain stable, with no change in the actual controller of the company [9]. Group 5: Use of Proceeds - The raised funds will primarily be used for cash consideration related to the acquisition, intermediary fees, and other expenses, with a total fundraising amount not exceeding 35,100.00 million [8][9]. - Approximately 95.72% of the funds will be allocated to pay for the cash consideration of the transaction [8].