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南京化纤: 中信证券股份有限公司、华泰联合证券有限责任公司关于南京化纤股份有限公司重大资产置换、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申请的审核问询函之回复报告的核查意见
Zheng Quan Zhi Xing·2025-08-27 16:41

Core Viewpoint - The company, Nanjing Huaxian Co., Ltd., is undergoing a major asset swap and cash purchase transaction, which will transform its main business to focus on the research, production, and sales of rolling functional components, specifically after acquiring 100% of Nanjing Technology's shares [1][2]. Group 1: Asset and Business Structure - The company will divest all original business assets and liabilities, and Nanjing Technology will become its wholly-owned subsidiary, maintaining its independent operational status and existing management team [1][2]. - The transaction will not involve the integration of Nanjing Technology's existing business, assets, or personnel, as the original assets will be completely divested [3][4]. Group 2: Market Position and Competition - Nanjing Technology has ranked first in revenue within the rolling functional components sector in China's machine tool industry for nine consecutive years, although it faces significant competition from European and Japanese brands in the high-end market [1][6]. - The rolling functional components industry is characterized by intense competition, with domestic manufacturers struggling to compete in the mid-to-high-end market against established international brands [7][8]. Group 3: Financial Performance and Growth Potential - The company's revenue from key application areas such as CNC machine tools, photovoltaic and semiconductor, injection molding, and intelligent manufacturing accounted for 90% of total revenue, indicating strong market demand [5][6]. - Nanjing Technology's estimated market share in the rolling functional components sector is approximately 6.95%, suggesting substantial growth potential despite its current leading position in the domestic market [8][11]. Group 4: Product Advancements and Technological Capabilities - Nanjing Technology has developed products that meet international advanced standards, with key performance indicators in rolling ball screw and guide rail products showing competitive advantages over domestic and international counterparts [10][12]. - The company has participated in numerous national technology projects and has been recognized for its contributions to the advancement of high-end CNC machine tools and other critical manufacturing equipment [13][14]. Group 5: Strategic Importance and Future Outlook - The transaction is expected to enhance the company's financial metrics significantly, benefiting all shareholders, including minority investors, by improving profitability and sustainable operational capabilities [17]. - Nanjing Technology's commitment to quality management and continuous improvement positions it well for future growth in both domestic and international markets, particularly in high-end equipment sectors [15][16].