OFILM(SZ:002456) Zhong Guo Jing Ji Wang·2025-12-26 03:54Group 1 - The core transaction involves the company issuing shares to acquire 28.2461% equity in a target company from Nanchang Chanmeng, making the target a wholly-owned subsidiary after completion [1][2] - The share issuance price is set at 10.63 RMB per share, which is not less than 80% of the average trading price over the last 60 trading days prior to the pricing date [1] - The total transaction amount is determined to be 1,790.81 million RMB based on an assessed value of 6,340 million RMB for the target company's equity [2] Group 2 - The company plans to raise up to 800 million RMB through a private placement of shares to no more than 35 specific investors, with the funds primarily allocated for project construction of the target company [3] - The shares issued in the fundraising will have a lock-up period of 6 months post-issuance, and the existing undistributed profits will be shared among new and old shareholders after the transaction [4] - The controlling shareholder remains unchanged post-transaction, with the current major shareholder being Oufeik Holdings and the actual controller being Mr. Cai Rongjun [4] Group 3 - Financial data for the target company shows total assets of 493.82 million RMB and total liabilities of 180.47 million RMB as of September 30, 2025, indicating a debt ratio of 36.55% [6] - The target company's revenue for the first nine months of 2025 is reported at 207.81 million RMB, with a net profit of 18.49 million RMB, reflecting a profit margin of approximately 8.89% [6] - The company has undergone significant financial adjustments, including multiple share pledges and transfers to address debt, totaling approximately 2.52 billion RMB in share-for-debt transactions [7]