Huaan Securities(SH:600909) Zheng Quan Zhi Xing·2025-08-29 17:46Overview of the Transaction - The company plans to acquire a 31.00% stake in Anhui Anfu Energy Technology Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction value of 115,198.71 million yuan [6][9]. - The payment structure includes 96,195.03 million yuan in shares and 19,003.68 million yuan in cash [6][10]. - The company will also raise up to 20,403.68 million yuan through issuing shares to no more than 35 specific investors, which will be used to cover the cash payment and intermediary fees [6][26]. Financial Valuation - The valuation of the 31.00% stake in Anhui Anfu Energy is based on an overall valuation of 419,652.00 million yuan for 100% of the company, with the stake's assessed value being 130,112.69 million yuan [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]. 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 share issuance price and the total payment in shares [14]. Performance Commitments - The performance commitments for Anhui Anfu Energy and its subsidiaries include specific net profit targets for the years 2025 to 2027, with commitments of 35,096.07 million yuan, 37,743.43 million yuan, and 39,807.91 million yuan for Anhui Anfu Energy [18][19]. - If the actual net profits fall short of these commitments, the performance commitment parties are required to compensate the company, either in shares or cash [24][23]. Lock-up Periods - The parties involved in the transaction have agreed to lock-up periods for the shares acquired, with different durations depending on the specific agreements made [15][16]. - For example, certain parties must hold their shares for 12 months, while others have a lock-up period of 36 months [15][16]. Use of Proceeds - The proceeds from the share issuance will primarily be used to pay for the cash component of the acquisition and related transaction costs [6][26]. - The company aims to ensure that the transaction does not adversely affect the interests of existing shareholders [10].