卖公司还要先成对方股东？秦安股份为收购亦高光电 给交易方上了道“业绩紧箍咒”

Core Viewpoint - Qin'an Co., Ltd. has decided to terminate its previous plan to acquire 99% of Anhui Yigao Optoelectronics Technology Co., Ltd. through a combination of share issuance and cash payment, opting instead for a cash-only acquisition due to the inability to complete the share issuance before year-end [2][6]. Group 1: Acquisition Details - The original acquisition plan involved purchasing shares from 12 parties, including individuals and companies, through a combination of share issuance priced at 12.74 yuan per share and cash [4][5]. - The new plan will involve establishing a wholly-owned subsidiary to facilitate the cash acquisition, with the payment to be made in installments upon meeting certain conditions [5][6]. - The cash acquisition agreement has been signed with 11 major shareholders of Yigao Optoelectronics, while negotiations with one party are still ongoing [5][6]. Group 2: Financial Implications - The previous plan included raising additional funds for various purposes, including project construction and working capital, with a cap of 25% of the transaction price for working capital [7]. - Following the termination of the previous plan, the company has indicated that it will not pursue additional fundraising, although specifics will depend on future negotiations [7]. - As of mid-2025, Yigao Optoelectronics reported owner equity of 260 million yuan, with revenues of 105 million yuan, 254 million yuan, and 79 million yuan for the years 2023, 2024, and the first five months of 2025, respectively [8]. Group 3: Performance Guarantees - The transaction requires one of the parties, Rao Yiran, to purchase at least 5% of the company's shares from the controlling shareholder as a performance guarantee for obligations under the transaction [9]. - Changes in performance commitments have been noted between the new cash acquisition agreement and the previous plan [9].