Anfu Technology(SH:603031) Zheng Quan Zhi Xing·2025-08-29 17:46Core Points - Anhui Anfu Battery Technology Co., Ltd. (安孚科技) is conducting a share issuance and cash payment to acquire a 31.00% stake in Anfu Energy (安孚能源) for a total transaction price of 1,151.9871 million yuan [5][6] - The share issuance price is set at 23.46 yuan per share, approved by the board and shareholders [5][6] - The transaction involves issuing 41,003,849 new shares, all of which are restricted from circulation [5][6] Transaction Overview - The transaction consists of two parts: issuing shares and cash payment to acquire Anfu Energy's stake and raising matching funds [5][6] - The cash component of the transaction is 190.0368 million yuan, while the share component is 961.9503 million yuan [5][6] - The total amount raised through the issuance of shares for matching funds will not exceed 204.0368 million yuan [6] Share Issuance Details - The issuance will be directed towards no more than 35 specific investors, with the total number of shares issued based on the total amount raised divided by the issuance price [6][7] - The issuance is not contingent on the success of the matching funds, but the matching funds are contingent on the completion of the share issuance [6][7] Valuation and Pricing - The valuation of Anfu Energy is based on its holdings in Yajing Technology (亚锦科技), with a total valuation of 4,196.52 million yuan for 100% of Anfu Energy [7][8] - The assessed value for the 31.00% stake in Anfu Energy is 1,301.1269 million yuan [7][8] - The pricing mechanism includes a differential pricing strategy based on negotiations with various stakeholders [8][9] Performance Commitments - Performance commitments have been made by the stakeholders involved, with specific net profit targets set for Anfu Energy and its subsidiaries over the next three years [19][20] - If the net profit targets are not met, the stakeholders are required to compensate the company, either through shares or cash [19][20] Lock-up Periods - Certain stakeholders have committed to lock-up periods for the newly issued shares, ranging from 12 to 36 months, depending on their respective agreements [15][16] - The lock-up agreements are designed to stabilize the share price post-issuance and ensure commitment from the stakeholders [15][16] Financial Implications - The transaction is expected to enhance the company's control over Anfu Energy, increasing its stake from 62.25% to 93.26% post-transaction [7][8] - The financial structure of the deal includes provisions for performance-based compensation and potential adjustments based on market conditions [19][20]