SDICZL(SH:600962) Zheng Quan Shi Bao Wang·2025-12-31 00:04Core Viewpoint - The company Guotou Zhonglu plans to acquire 100% equity of China Electronic Engineering Design Institute for 6.026 billion yuan and raise up to 1.726 billion yuan in supporting funds to enter the electronic information industry [2][4]. Group 1: Acquisition Details - The target asset, the Electronic Institute, is a leading enterprise in China's electronic information industry, focusing on semiconductors and new display technologies, providing comprehensive services throughout the lifecycle [2]. - The valuation of 100% equity of the Electronic Institute is assessed at 6.026 billion yuan, representing an increase of 3.59 billion yuan over the parent company's net assets, with a growth rate of 147.4% [2]. - The transaction will be fully paid through the issuance of shares at a price of 10.98 yuan per share, which is 80% of the average trading price over the previous 120 trading days [2]. Group 2: Financial Commitments and Fundraising - Guotou Group and New Shida No. 1 have committed to net profits for the Electronic Institute of no less than 312 million yuan, 348 million yuan, and 375 million yuan for the years 2026, 2027, and 2028, respectively [3]. - If actual profits fall short of commitments, the transaction parties will compensate with shares obtained from the transaction, with any shortfall made up in cash [3]. - The fundraising of up to 1.726 billion yuan will be allocated to four main areas: core technology research (180 million yuan), PSIM digital business projects (641 million yuan), smart platform construction (205 million yuan), and working capital (700 million yuan) [3]. Group 3: Strategic Implications - After the transaction, Guotou Zhonglu will expand its main business from concentrated fruit and vegetable juice production to include professional services in the electronic information industry, creating a dual-main business development model [3]. - The financial projections indicate that the Electronic Institute is expected to achieve revenues of 6.806 billion yuan and a net profit of 113 million yuan in 2024, with 3.674 billion yuan in revenue and 132 million yuan in net profit in the first half of 2025 [3]. - This transaction is seen as a significant step in implementing national state-owned enterprise reforms and enhancing the quality of listed companies, aiming to seize opportunities in strategic emerging industries [4].