JSZY(SH:600770) Zheng Quan Zhi Xing·2025-09-04 16:06Core Viewpoint - Jiangsu Zongyi Co., Ltd. is planning a significant asset restructuring by acquiring control of Jiangsu Jilai Microelectronics Co., Ltd. through capital increase and voting rights entrustment, which will result in Jilai becoming a subsidiary of Zongyi [5][12][19]. Group 1: Meeting Details - The first temporary shareholders' meeting of Jiangsu Zongyi Co., Ltd. will be held on September 12, 2025, with both onsite and online voting options available [1][3]. - The meeting agenda includes the review of significant asset restructuring proposals and other related matters [4][8]. Group 2: Transaction Overview - The company intends to acquire 43,233,494 shares of Jiangsu Jilai Microelectronics, representing 45.2807% of the total share capital post-increase, with a potential increase to 51.1628% if certain conditions are met [10][19]. - The total transaction price for the shares is set at 220 million yuan, with the payment structured in two phases [10][11]. Group 3: Financial Assessment - Jiangsu Jilai Microelectronics' net asset value was assessed at 222.6533 million yuan, with an evaluation value of 267.1541 million yuan, indicating a valuation increase of 44.5008 million yuan, or 19.99% [9][10]. - The financial metrics of the transaction meet the criteria for significant asset restructuring as per regulatory guidelines [7][12]. Group 4: Compliance and Legal Framework - The transaction complies with relevant laws and regulations, including the Company Law and Securities Law, and does not constitute a related party transaction [13][16]. - The company has established confidentiality measures to protect sensitive information related to the transaction [30][31]. Group 5: Independent Assessment - Jiangsu Zhongqi Huazhong Tian Asset Appraisal Co., Ltd. was appointed as the independent valuation agency, confirming the independence and appropriateness of the valuation methods used [33][35]. - The assessment methods included both asset-based and income approaches, with the asset-based method being selected for the final valuation [34][35].