Anfu Technology(SH:603031) Zheng Quan Zhi Xing·2025-08-29 17:47Core Viewpoint - The independent financial advisor, Huatai United Securities, has issued a verification opinion regarding Anhui Anfu Battery Technology Co., Ltd.'s issuance of shares and cash payment for asset acquisition, along with the fundraising for related transactions, indicating a significant restructuring effort by the company [1][2]. Transaction Overview - The transaction involves the issuance of shares and cash payment to acquire a 31.00% stake in Anfu Energy, with a total transaction value of 1,151.9871 million yuan, comprising 961.9503 million yuan in shares and 190.0368 million yuan in cash [6][10]. - The company plans to raise up to 204.0368 million yuan through the issuance of shares to no more than 35 specific investors, which will be used to cover the cash payment and intermediary fees related to the transaction [6][26]. Share Issuance and Pricing - The share issuance price is set at 34.81 yuan per share, which is not less than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [11][12]. - The total number of shares to be issued will be determined based on the final approved amount by the China Securities Regulatory Commission [14]. Performance Commitments - The performance commitments for Anfu Energy and its subsidiaries include net profit targets for the years 2025 to 2027, with specific amounts set for each year [18][19]. - If the actual net profits fall short of the commitments, the performance commitment parties are required to compensate the company, either through shares or cash [23][24]. Valuation and Assessment - The valuation of Anfu Energy is based on its holdings in Yajing Technology, with a total assessed value of 4,196.52 million yuan for 100% of Anfu Energy, translating to 1,301.1269 million yuan for the 31.00% stake being acquired [7][9]. - The assessment methods used include the income approach and market approach, with the income approach being the final method adopted for valuation [7][8]. Financial Structure and Risks - The company currently holds a 62.25% stake in Anfu Energy, which will increase to 93.26% post-transaction [7]. - The financial structure of Anfu Energy relies heavily on dividends from Yajing Technology, and the company has limited operational activities outside of this [20].