安孚科技: 安徽安孚电池科技股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易实施情况暨新增股份上市公告书

Core Viewpoint - Anhui Anfu Battery Technology Co., Ltd. is issuing shares and paying cash to acquire assets and raise supporting funds, with the issuance price set at 23.46 yuan per share, totaling 41,003,849 shares to be issued [1][9]. Group 1: Transaction Overview - The company plans to acquire a 31.00% stake in Anfu Energy for a total transaction price of 1,151.9871 million yuan, with 962.9503 million yuan paid in shares and 190.0368 million yuan in cash [8][10]. - The company will issue shares to no more than 35 specific investors to raise supporting funds, with a total amount not exceeding 204.0368 million yuan, which is 100% of the transaction price for the asset acquisition [9][10]. Group 2: Share Issuance Details - The newly issued shares will be registered with the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, and the distribution of shares will comply with relevant laws and regulations [1][9]. - The issuance price of 23.46 yuan per share has been approved by the company's board and shareholders [1][9]. Group 3: Financial Assessment - The valuation of Anfu Energy is based on its 51% stake in Yajing Technology, with the total assessed value of Anfu Energy at 4,196.52 million yuan, corresponding to the 31.00% stake valued at 1,301.1269 million yuan [10][11]. - The assessment report indicates a 28.13% increase in the valuation of Anfu Energy compared to its book value [10][11]. Group 4: Performance Commitments - Performance commitments have been made by the stakeholders involved in the transaction, with specific net profit targets set for Anfu Energy and its subsidiaries over the next three years [21][22]. - If the actual net profits do not meet the commitments, the stakeholders are required to compensate the company, with specific arrangements for cash and share compensation outlined [26][27].