Zhong Guo Jing Ji Wang·2025-08-26 03:24Core Viewpoint - The Shanghai Stock Exchange's M&A Review Committee approved Aikodi's asset acquisition plan, confirming compliance with restructuring conditions and information disclosure requirements [1] Group 1: Transaction Details - Aikodi plans to acquire 71% of Zhuolibo's equity through a combination of issuing shares and cash payments, with the total transaction value set at 111,825 million yuan [3][4] - The valuation of Zhuolibo's 100% equity was determined to be 157,500 million yuan based on the income approach [4] - The payment structure includes both cash and share components, with total cash consideration amounting to 503,212.5 million yuan and share consideration of 615,037.5 million yuan [5] Group 2: Financial Projections and Commitments - The sellers have committed to a net profit forecast for Zhuolibo of no less than 14,150 million yuan, 15,690 million yuan, and 17,410 million yuan for the years 2025, 2026, and 2027 respectively, totaling a minimum of 47,250 million yuan over three years [6] - The fundraising plan aims to raise up to 52,000 million yuan, which will be used for cash payments, intermediary fees, and related taxes [7] Group 3: Share Issuance and Regulatory Compliance - The shares issued for the transaction will be ordinary A-shares with a par value of 1.00 yuan, listed on the Shanghai Stock Exchange [4] - The issuance price for the shares will be adjusted to 13.70 yuan per share due to a prior cash dividend distribution [5] - The transaction does not constitute a major asset restructuring or related party transaction, and the controlling shareholder remains unchanged post-transaction [7]