南京化纤买南京工艺获通过 中信证券华泰联合联手建功

Core Viewpoint - The Shanghai Stock Exchange's merger and acquisition review committee approved Nanjing Chemical Fiber Co., Ltd.'s asset purchase transaction, confirming it meets restructuring conditions and information disclosure requirements [1] Group 1: Transaction Structure - The transaction consists of a major asset swap, issuance of shares, and cash payment for asset purchases, all of which are interdependent and must be approved for the restructuring to be valid [2] - The company plans to swap all its assets and liabilities with an equivalent portion of the 52.98% stake in Nanjing Gongyi held by New Industrial Group [2] - The company intends to issue shares to New Industrial Group to purchase the remaining stake in Nanjing Gongyi, along with cash payments to 13 specific investors for their combined 47.02% stake [2] Group 2: Asset Valuation - The proposed valuation for the assets to be swapped is 72,927.12 million yuan, while the valuation for the assets to be acquired is 160,667.57 million yuan, based on assessments as of December 31, 2024 [3] - An extension assessment was conducted with results showing the swapped assets valued at 60,662.99 million yuan and the acquired assets at 163,969.96 million yuan, but these results will not affect the transaction pricing [4] Group 3: Share Issuance - The share issuance price for the asset purchase is set at 4.57 yuan per share, resulting in the issuance of 191,671,909 shares, which will represent 34.35% of the company's total shares post-transaction [4] Group 4: Related Party Transactions - The transaction is classified as a related party transaction, involving New Industrial Group and its affiliates, with related directors and shareholders abstaining from voting during board and shareholder meetings [5] - New Industrial Group is the controlling shareholder of Nanjing Gongyi, holding a total of 69.25% of its shares, with the actual controller being the Nanjing State-owned Assets Supervision and Administration Commission [5]