Core Viewpoint - Ningbo Construction Co., Ltd. plans to acquire 100% equity of Ningbo Traffic Engineering Construction Group Co., Ltd. through a share issuance, which is expected to enhance the company's operational capabilities and market competitiveness [1][9][12]. Transaction Overview - The transaction involves issuing shares to purchase assets from Ningbo Traffic Investment Group Co., Ltd. and does not include raising additional funds [9][12]. - The transaction price for the acquisition of Ningbo Traffic Engineering Construction Group Co., Ltd. is set at approximately RMB 1.527 billion [9][10]. Impact on Company Operations - Post-transaction, Ningbo Traffic Engineering will become a wholly-owned subsidiary, integrating construction and municipal engineering operations, which is expected to optimize resource allocation and enhance competitiveness [11][12]. - The transaction is anticipated to improve the company's financial metrics, including total assets, revenue, and net profit, thereby strengthening its risk resistance and sustainable profitability [12][13]. Financial Metrics - Before the transaction, the total assets were approximately RMB 3.204 billion, projected to increase to RMB 4.235 billion post-transaction, reflecting a growth of 32.19% [12]. - The net profit is expected to rise from RMB 32.19 million to RMB 45.16 million, indicating a growth of 40.29% [12]. Shareholding Structure - After the transaction, the controlling shareholder, Ningbo Traffic Investment Group, will increase its stake from 26.87% to 47.86%, while public shareholders will hold over 10% of the total shares, maintaining compliance with listing requirements [12][13]. Compliance and Approval - The transaction has undergone necessary decision-making and approval processes, including board meetings and independent director reviews, ensuring adherence to legal and regulatory standards [12][14]. - The company has committed to strict information disclosure and compliance with regulations throughout the transaction process [14][15]. Investor Protection Measures - The company has engaged independent financial advisors and legal counsel to ensure fair pricing and compliance with regulations, protecting the interests of minority shareholders [14][15]. - A network voting platform will be provided for shareholders to participate in decision-making, ensuring transparency and accessibility [15]. Future Strategies - The company plans to enhance operational efficiency and governance structures post-transaction, aiming for improved economic benefits and shareholder returns [16][17]. - Measures will be implemented to mitigate any potential dilution of earnings per share resulting from the transaction [16][17].
宁波建工: 宁波建工股份有限公司发行股份购买资产暨关联交易报告书(草案)(修订稿)