Core Viewpoint - The company, Wuxin Tunnel Equipment (835174.BJ), announced plans to acquire 100% equity of Hunan Zhongtie Wuxin Heavy Industry Co., Ltd. and 99.9057% equity of Huaihua Xingzhong Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds, which constitutes a related party transaction [1][2]. Group 1: Transaction Details - The transaction requires approval from the China Securities Regulatory Commission (CSRC) for registration, and the timeline for obtaining this registration remains uncertain [1]. - The overall transaction structure includes issuing shares and cash payments, with 86% (approximately 227.78 million yuan) of the transaction price paid in shares and 14% (approximately 37.08 million yuan) in cash [2][3]. - The share issuance price is set at 17.95 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [2]. Group 2: Valuation and Financial Impact - The assessed value of 100% equity of Xingzhong Technology is approximately 187.43 million yuan, while the assessed value of 100% equity of Wuxin Heavy Industry is approximately 91.79 million yuan, leading to a total transaction price of approximately 264.86 million yuan [3][4]. - The company plans to issue a total of 126,896,173 shares, increasing the total share capital to 216,904,891 shares post-transaction [3][4]. Group 3: Shareholding Structure - Prior to the transaction, Wuxin Investment held 35.12% of the company's shares, making it the controlling shareholder. Post-transaction, it will hold 29.81%, while the actual controller, Wang Xincheng, will control 35.95% of the shares [5]. - The public shareholding will remain above 25%, ensuring compliance with listing conditions [5]. Group 4: Fundraising and Regulatory Compliance - The company plans to raise up to 100 million yuan through a competitive bidding process for specific investors, with the funds intended to cover the cash portion of the transaction [6][7]. - The transaction qualifies as a major asset restructuring and related party transaction, meeting the criteria set forth in relevant regulations [7].
五新隧装26亿关联买2公司获北交所通过 中信证券建功