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）摘要（修订稿）

Group 1 - The core transaction involves Ningbo Construction Co., Ltd. issuing shares to acquire 100% equity of Ningbo Traffic Engineering Construction Group Co., Ltd. from Ningbo Traffic Investment Group Co., Ltd. [12][14][20] - The transaction price is set at approximately 1.527 billion yuan, with an estimated increase rate of 16.49% compared to the company's equity value [13][15]. - The transaction is classified as a related party transaction and is expected to enhance the company's operational capabilities and market competitiveness [20][24]. Group 2 - The transaction will result in Ningbo Traffic Engineering becoming a wholly-owned subsidiary of Ningbo Construction, consolidating various construction and engineering operations under one umbrella [20][21]. - Post-transaction, the shareholding structure will change, with Ningbo Traffic Investment Group's stake increasing from 26.87% to 47.86% [21][24]. - The transaction is anticipated to improve key financial metrics, including total assets, revenue, and net profit, thereby enhancing the company's risk resilience and profitability [22][23]. Group 3 - The company has committed to ensuring fair pricing and has engaged independent financial advisors and legal counsel to oversee the transaction's compliance and fairness [26][27]. - The company will implement measures to protect minority shareholders' interests, including strict adherence to disclosure obligations and approval processes for related party transactions [26][27]. - The transaction is expected to have no immediate dilutive effect on earnings per share, with projections indicating an increase in net profit and earnings per share post-transaction [28].