NB CONSTRUCTION(SH:601789) Zheng Quan Zhi Xing·2025-08-29 16:51Core Viewpoint - The report outlines the independent financial advisory opinion regarding the share issuance for asset acquisition and related transactions by Ningbo Construction Co., Ltd, emphasizing the transaction's compliance with regulations and its potential benefits for the company and its shareholders [1][3][12]. Summary by Sections Transaction Overview - The transaction involves Ningbo Construction Co., Ltd acquiring 100% equity of Ningbo Traffic Engineering Construction Group Co., Ltd through share issuance, with a transaction price of approximately RMB 1.53 billion [10][11]. - The main business of the target company includes comprehensive transportation construction, covering highway engineering, port and waterway engineering, municipal engineering, and major project construction [10][12]. Financial Impact - Post-transaction, the total assets of the company are projected to increase by 32.19%, from RMB 3,203.53 million to RMB 4,234.88 million [12]. - The total liabilities are expected to rise by 33.12%, from RMB 2,659.63 million to RMB 3,540.58 million [12]. - The net profit attributable to shareholders is anticipated to grow by 40.29%, from RMB 32.19 million to RMB 45.16 million [12]. Shareholding Structure - After the transaction, the controlling shareholder,交投集团 (Jiao Tou Group), will increase its stake from 26.87% to 47.86%, while other shareholders will hold 52.14% [12]. - The transaction will not change the actual controller of the company, which remains the Ningbo State-owned Assets Supervision and Administration Commission [12]. Compliance and Approval - The transaction has undergone necessary due diligence and has been approved by the board of directors, with commitments from the controlling shareholder not to reduce their stake during the transaction process [13][14]. - The company has engaged independent financial advisors and legal counsel to ensure compliance with relevant laws and regulations throughout the transaction [14][15]. Investor Protection Measures - The company has implemented measures to ensure fair pricing for the transaction, including hiring qualified accounting and asset evaluation firms [14]. - Strict information disclosure obligations have been adhered to, ensuring that all significant events affecting stock trading are communicated to investors [14][15].