Seashine(SZ:300885) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-11-28 00:31Core Viewpoint - The company plans to acquire 51% of Shenzhen Xinwei Communication Technology Co., Ltd. for a cash consideration of 234.6 million yuan, which will grant the company control over the target and include it in the consolidated financial statements [2][3]. Group 1: Transaction Overview - The acquisition was approved unanimously by the company's board on November 27, 2025, and the cash payment will be made in installments [3]. - The transaction does not constitute a related party transaction or a major asset restructuring as defined by regulations [2][3]. - The acquisition falls within the board's approval authority and does not require shareholder approval [2][3]. Group 2: Target Company Information - Shenzhen Xinwei Communication Technology Co., Ltd. was established on July 8, 2019, with a registered capital of 5 million yuan, and operates in the manufacturing sector, specifically in computer, communication, and other electronic equipment [9][10]. - The company specializes in the research, development, and sales of GNSS antenna positioning core components and related modules, with applications in various fields such as drones and precision agriculture [10]. Group 3: Financial Data and Valuation - The target company's total equity was valued at 462.88 million yuan as of September 30, 2025, reflecting a significant increase from its book value of 66.63 million yuan, resulting in a value appreciation rate of 594.68% [17][18]. - The agreed transaction price for the 51% stake is 234.6 million yuan, based on the valuation report [21]. Group 4: Payment Structure - The payment for the acquisition will be made in five installments, with the first installment of 35 million yuan already partially paid [22][23]. - Subsequent payments are contingent upon the completion of certain conditions, including the transfer of ownership and performance audits [22][23]. Group 5: Performance Commitments - The sellers have committed to achieving specific net profit targets for the years 2025 to 2027, with minimum profit commitments of 38 million yuan, 40 million yuan, and 42 million yuan respectively [32][45]. - If the actual profits fall below these commitments, the sellers are obligated to compensate the acquirer based on a predefined formula [33][34].