SDICZL(SH:600962) Mei Ri Jing Ji Xin Wen·2025-12-30 15:41Core Viewpoint - The company Guotou Zhonglu plans to acquire 100% of China Electronic Engineering Design Institute (referred to as "Electronic Institute") for a transaction price of 6.026 billion yuan, funded through a share issuance to specific investors, with a maximum fundraising of 1.726 billion yuan [2][12]. Group 1: Transaction Details - The transaction has been approved by Guotou Zhonglu's board but requires shareholder approval and is classified as a related party transaction and a major asset restructuring, without changing the control of the company [2][13]. - The valuation of the Electronic Institute shows a premium of approximately 147.4%, with a net asset book value of about 2.436 billion yuan and an estimated increase of 3.59 billion yuan [7][3]. - The share issuance price is set at 10.98 yuan per share, resulting in approximately 549 million shares to be issued, which will constitute 67.67% of the total share capital post-transaction [9][12]. Group 2: Fundraising and Investment Projects - The maximum fundraising of 1.726 billion yuan will be allocated to four main projects, with the largest portion (approximately 40.56%) designated for working capital [10][9]. - The projects include core technology leadership and industrialization research, advanced manufacturing line technology, digital twin research and application, and smart platform construction [10][9]. Group 3: Strategic Implications - The acquisition aims to enhance Guotou Zhonglu's asset scale and profitability by integrating the Electronic Institute's expertise in electronic information and related fields, thereby creating a second growth curve for the company [13][14]. - The Electronic Institute is recognized as a leading enterprise in China's electronic engineering sector, providing comprehensive services in advanced electronic manufacturing [13][14].