SPICYD(SH:600292) Zheng Quan Zhi Xing·2025-08-31 10:13Core Viewpoint - The company plans to adjust its asset acquisition strategy by purchasing stakes in two power companies, aiming to enhance its operational capacity and financial performance through strategic partnerships and capital raising efforts [1][2][3]. Group 1: Transaction Details - The company intends to acquire a 63% stake in Wuling Power from China Power International Development and a 37% stake from Hunan Xiangtou International Investment, along with a 64.93% stake in Changzhou Hydropower from State Power Investment Corporation Guangxi Electric Power [1][2]. - The total assessed value of Wuling Power's 100% equity is approximately RMB 2,466.73 million, while the assessed value of Changzhou Hydropower's 64.93% equity is approximately RMB 306.82 million [2][3]. - The adjusted transaction price for Wuling Power, after accounting for dividends, is RMB 2,426.73 million, and for Changzhou Hydropower, it is RMB 291.23 million [4][5]. Group 2: Financial Arrangements - The total payment for the acquisitions will be approximately RMB 2,717.97 million, consisting of cash and shares, with the issuance of approximately 3,599.39 million shares post-transaction [5][6]. - The company will enter into performance commitment agreements with the sellers to ensure the financial stability and performance of the acquired assets [7][9]. Group 3: Governance and Approval - The board of directors unanimously approved the transaction, with all 10 members present voting in favor, while certain related party directors abstained from voting [1][8]. - The adjustments to the transaction do not constitute a significant change under the relevant asset restructuring regulations, as the reduction in transaction price does not exceed 20% of the overall deal [7][8].