CCEM(SZ:300655) Zhong Guo Jing Ji Wang·2025-11-28 06:14Core Viewpoint - The company Jingrui Electric Materials (300655.SZ) announced a share issuance to acquire 76.0951% equity in Hubei Jingrui, making it a wholly-owned subsidiary after the transaction [1][3]. Transaction Details - The transaction involves the issuance of shares to acquire equity from Qianjiang Fund, the Second Phase of the Great Fund, Guoxin Yihe, and Xiamen Minxinan, totaling a registered capital of 44,565.4009 million yuan [1][2]. - The valuation of Hubei Jingrui's 100% equity is assessed at 78,200.00 million yuan, with the 76.0951% stake valued at 59,506.3689 million yuan, which will be the basis for the transaction price [1][2]. - The share issuance price is set at 7.39 yuan per share, adjusted to 7.34 yuan after the profit distribution plans for 2024 and the first half of 2025 [3][4]. Financial Performance - Hubei Jingrui's financial performance shows a significant increase in revenue, with 2025's first half revenue at 14,774.87 million yuan compared to 8,805.15 million yuan in 2023 [5]. - The company reported a profit of 2,376.70 million yuan for the first half of 2025, a notable recovery from losses in previous years [5]. Share Issuance and Lock-up Period - The total number of shares to be issued in this transaction is 81,071,349, representing 7.11% of the total share capital post-issuance [4]. - The lock-up period for the shares acquired by the transaction parties varies, with Qianjiang Fund restricted from transferring shares for 12 months, while the other parties have a 36-month lock-up [4][5]. Related Party Transactions - The transaction is classified as a related party transaction, with the Qianjiang Fund being an affiliate of the company, necessitating avoidance of voting by related directors and shareholders during board and shareholder meetings [5].