Core Viewpoint - The company Xinlv Era (301613.SZ) announced a significant asset restructuring plan on November 6, proposing to acquire 100% equity of Honglian Electronics through a combination of share issuance and cash payment. The transaction features a differentiated design in performance compensation arrangements and share lock-up periods, which has drawn inquiries from the Shenzhen Stock Exchange [1]. Summary by Relevant Sections - Transaction Structure - The acquisition involves 19 counterparties categorized into two groups: seven parties, including Chen Wang and Shenzhen Hongwang Investment Partnership, are committed to performance guarantees and compensation obligations, while the remaining 12 parties do not participate in performance compensation [1]. - Performance Commitments - The performance commitment from the seven parties stipulates that the audited net profit of Honglian Electronics from 2025 to 2027 must total no less than 375 million yuan, with annual minimums of 110 million yuan, 125 million yuan, and 140 million yuan for 2025, 2026, and 2027 respectively [1]. - Share Lock-up Periods - The share lock-up periods are designed to match responsibilities and risks. Core individual Chen Wang's shares are locked for 36 months, with performance compensation obligations as a prerequisite for unlocking. The other six performance commitment parties have a phased unlocking mechanism: 20% unlocks after 12 and 24 months, with the remaining 60% unlocking after 36 months, contingent on performance achievements. The 12 counterparties not involved in performance commitments have a uniform lock-up period of 12 months without additional conditions [1].
宏联电子收购案19名交易对方仅7人业绩承诺引监管问询 新铝时代回复