北京金橙子科技股份有限公司发行股份及支付现金购买资产并募集配套资金报告书（草案）（摘要）

Core Viewpoint - The company, Beijing Jinchengzi Technology Co., Ltd., is planning to acquire assets through a combination of issuing shares and cash payment, aiming to enhance its market competitiveness and financial performance through this transaction [9][11]. Group 1: Transaction Overview - The transaction involves the acquisition of Samit, with an asset evaluation indicating a book value of 41.9683 million yuan and an assessed value of 342.3671 million yuan, resulting in an appreciation of 300.3988 million yuan, or an increase rate of 715.77% [9][10]. - The payment for the transaction will be made through issuing shares and cash [10]. - The company aims to raise additional funds to support this acquisition [10]. Group 2: Impact on Business Operations - The company has been focused on automation and intelligence in the advanced laser manufacturing sector, being a leading enterprise in laser processing control systems [11]. - The target company specializes in precision optical control products, which will complement the company's existing product lines and enhance its market position [12]. - Post-transaction, the company expects to maintain its core business operations while benefiting from synergies in product categories, customer resources, and technological development [13][12]. Group 3: Financial and Structural Implications - The transaction is projected to expand the company's total assets, equity attributable to shareholders, operating income, and net profit, thereby enhancing its market competitiveness and profitability [16]. - The ownership structure will remain unchanged post-transaction, with the same controlling shareholders [14]. - The company has outlined a plan to ensure fair pricing and compliance with regulatory requirements during the transaction process [22]. Group 4: Approval and Compliance - The transaction has received preliminary approval from the company's controlling shareholders and has been reviewed by the board of directors [18]. - Further approvals are required from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [18]. Group 5: Performance Commitment and Compensation - The performance commitment period for the target company is set for 2025, 2026, and 2027, with net profit targets of 26.8 million yuan, 30.5 million yuan, and 34.2 million yuan respectively [30]. - If the target company fails to meet these profit commitments, the sellers will be obligated to compensate the company [34].