Zheng Quan Zhi Xing·2025-09-05 11:22Core Viewpoint - The report outlines the independent financial advisory services provided by Dongfang Securities for the acquisition of assets by Fuxin Del Automotive Parts Co., Ltd. through share issuance and fundraising, emphasizing the transaction's compliance with relevant regulations and its potential benefits for the company and its shareholders [1][2][3]. Group 1: Transaction Overview - The transaction involves Fuxin Del issuing shares to acquire 70% of Aizhuo Technology's equity and a zero-price acquisition of the remaining 30% from Xing Baichang Partnership, along with raising funds from no more than 35 specific investors [6][10]. - The total amount of funds raised through the share issuance is capped at 82.7 million yuan, which will be used for various projects including the smart upgrade of automotive parts and payment of intermediary fees [9][10]. Group 2: Financial Impact - The acquisition is expected to enhance the company's revenue and profit, with projections indicating an increase in total assets and net profit post-transaction [11][14]. - The financial indicators before and after the transaction show a projected increase in total assets from 369,856.66 million yuan to 409,280.69 million yuan, and net profit is expected to rise significantly [14][18]. Group 3: Shareholder Structure - Post-transaction, Shanghai Der will hold 11.22% of the shares, while the controlling shareholder's stake will decrease from 22.44% to 19.92%, indicating no change in control [12][13]. - The transaction will not alter the actual control of the company, as the major shareholders have committed to not reducing their holdings during the transaction process [15][17]. Group 4: Compliance and Governance - The company has adhered to all necessary legal and regulatory requirements throughout the transaction process, ensuring transparency and fairness for all shareholders [16][17]. - Independent financial and legal advisors have been engaged to conduct due diligence and provide professional opinions on the transaction [17][20]. Group 5: Performance Commitments - Shanghai Der has made performance commitments for the acquired company, with specific profit targets set for the next three years, ensuring accountability and potential compensation for any shortfalls [21][22]. - The company has outlined measures to mitigate any dilution of immediate returns resulting from the transaction, including enhancing operational efficiency and optimizing profit distribution policies [19][20].