SPICYD(SH:600292) Zhong Guo Jing Ji Wang·2025-09-18 02:24Core Viewpoint - The company is planning to acquire 100% equity of Wuling Power and 64.93% equity of Changzhou Hydropower through a combination of issuing shares and cash payments, which constitutes a significant asset restructuring transaction [2][3][6]. Group 1: Transaction Details - The company intends to purchase 63% equity of Wuling Power from China Power, 37% equity from Xiangtou International, and 64.93% equity of Changzhou Hydropower from Guangxi Company [2]. - The total transaction price for Wuling Power is approximately 2,466,734.20 million yuan, with 2,096,800.00 million yuan paid in shares and 369,934.20 million yuan in cash [3]. - The total transaction price for Changzhou Hydropower is approximately 306,818.98 million yuan, with 260,800.00 million yuan paid in shares and 46,018.98 million yuan in cash [3]. - The total payment for the entire transaction amounts to 2,773,553.18 million yuan [3][4]. Group 2: Share Issuance and Pricing - The share issuance price is set at 6.55 yuan per share, which is not lower than 80% of the average stock price over the previous 20, 60, and 120 trading days [2]. - The number of shares to be issued for the asset acquisition is approximately 3,599,389,311 shares, accounting for about 82.17% of the total share capital after the issuance [4]. Group 3: Fundraising and Usage - The company plans to raise up to 500,000.00 million yuan through a targeted issuance of shares, which will be used for construction projects of the acquired assets, cash payments for the restructuring, intermediary fees, and related taxes [5][6]. - The fundraising will be allocated equally between the construction of wind power projects in Hunan Province and payment of restructuring cash consideration and intermediary fees [7]. Group 4: Financial Performance - For the fiscal year 2024, Wuling Power is projected to have a revenue of 596,874.04 million yuan, a significant increase from 436,491.11 million yuan in 2023 [8]. - Changzhou Hydropower is expected to report a revenue of 95,466.21 million yuan for 2024, up from 87,690.29 million yuan in 2023 [11]. - The net profit for Wuling Power in 2024 is projected to be 71,632.03 million yuan, a recovery from a loss of 35,020.36 million yuan in 2023 [9].