CTCG(SH:600358) Zheng Quan Zhi Xing·2025-08-25 17:26Core Viewpoint - The company is planning a major asset restructuring by acquiring 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payments, while also raising matching funds from specific investors [2][3][28]. Group 1: Board Meeting and Resolutions - The board meeting was held on August 25, 2025, with all seven directors present, and the resolutions passed were in compliance with relevant laws and regulations [1]. - The board approved the proposal regarding the restructuring's compliance with legal requirements, which will be submitted to the shareholders' meeting for further approval [2][3]. Group 2: Transaction Structure - The transaction involves issuing shares and cash payments to acquire 100% of Jiangxi Runtian Industrial, with the issuance of shares being a prerequisite for raising matching funds [3][4]. - The shares to be issued are ordinary shares (A shares) with a par value of RMB 1.00, listed on the Shanghai Stock Exchange [3][4]. Group 3: Pricing and Valuation - The pricing for the share issuance is set at RMB 3.20 per share, which is above the 80% threshold of the average trading price over the last 60 trading days [4][5]. - The total assessed value of Jiangxi Runtian Industrial's equity is RMB 3,009 million, based on evaluations conducted using both market and income approaches [7][9]. Group 4: Payment Structure - The payment structure includes cash payments and share issuance to the shareholders of Jiangxi Runtian Industrial, with specific amounts allocated to each shareholder based on their ownership percentages [8][9]. - The total cash payment amounts to RMB 902.7 million, which constitutes 75.23% of the total funds raised [25][26]. Group 5: Lock-up Period and Performance Commitments - The shareholders receiving shares from the transaction are subject to lock-up periods, with Jiangxi Maitong committing to a 36-month lock-up and other parties to a 12-month lock-up [10][11]. - Performance commitments are established for the acquired company, with specific profit targets set for the years following the transaction [16][21]. Group 6: Fundraising and Use of Proceeds - The company plans to raise up to RMB 1,200 million through the issuance of shares to specific investors, with the proceeds primarily used for cash payments related to the acquisition and to repay bank loans [25][26]. - The fundraising will not exceed 100% of the transaction price for the asset acquisition, and the total number of shares issued will not exceed 30% of the company's total share capital post-transaction [24][25]. Group 7: Regulatory Compliance and Reporting - The restructuring is classified as a major asset restructuring but does not constitute a restructuring listing, ensuring compliance with regulatory requirements [28]. - The company has prepared relevant reports and agreements to ensure transparency and adherence to legal standards throughout the transaction process [29][30].