Core Points - The company has completed the issuance of shares to acquire stakes in Qianjin Xiangjiang Pharmaceutical and Qianjin Qili Pharmaceutical, enhancing its control over these entities [6][34][41] - The total number of shares issued is 73,702,899 at a price of 8.41 yuan per share, with the total transaction value amounting to 62,346.69 million yuan [2][11][15] - The transaction has received all necessary approvals, including from the China Securities Regulatory Commission [5][39] Issuance Overview - The decision-making process for the issuance has been completed, with approvals from relevant parties including the board of directors and shareholders [4][6] - The shares will be listed on the Shanghai Stock Exchange after the lock-up period, which starts from the completion of the issuance [2][3] Asset Transfer - The transfer of the targeted assets has been completed, with all necessary documentation filed [3][34] - The company will hold 79.92% of Qianjin Xiangjiang Pharmaceutical and 100% of Qianjin Qili Pharmaceutical post-transaction [6][33] Pricing and Valuation - The pricing for the shares was set at 8.41 yuan per share, which is above the required market reference price [9][10] - The valuation of Qianjin Xiangjiang Pharmaceutical was assessed at 124,670 million yuan, reflecting an increase of 87.77% from its book value [11][12] Payment and Compensation - The payment for the acquisition will be made using the company's own funds, with cash payments completed as of the announcement date [12][38] - Performance commitments have been established for the acquired companies, with specific profit targets set for the years 2025 to 2027 [22][24] Shareholder Structure - Post-transaction, the company's total share capital will increase to 492,210,016 shares, with the controlling shareholder remaining Zhuzhou Guotou [42][43] - The transaction is expected to enhance the company's market influence and operational synergies in the pharmaceutical sector [41][43]
株洲千金药业股份有限公司关于发行股份及支付现金购买资产 暨关联交易实施情况暨新增股份股本变动公告