中化装备科技（青岛）股份有限公司 发行股份购买资产并募集配套资金暨关联交易报告书（草案）摘要

Core Viewpoint - The company is undergoing a significant asset restructuring aimed at enhancing its operational capabilities and financial performance, while ensuring compliance with regulatory requirements and protecting investor interests. Group 1: Restructuring Overview - The restructuring plan involves the acquisition of 100% equity of Yiyang Rubber Machine and Beihua Machine through the issuance of shares, with the transaction price for Yiyang Rubber Machine set at 51,790.35 million yuan and for Beihua Machine at 68,389.32 million yuan [48][44]. - The evaluation date for the assets is set for April 30, 2025, with the evaluation results being the basis for the transaction price [6][48]. Group 2: Impact on Business Operations - Post-transaction, the company will strengthen its capabilities in the rubber machinery and chemical equipment sectors, enhancing brand management, marketing strength, and customer resource expansion, which will help consolidate its industry position and improve core competitiveness [8]. - The transaction is expected to increase the company's market scale and improve its product matrix and business layout, leading to enhanced profitability and sustainable operational capacity [8]. Group 3: Financial Implications - The restructuring is projected to improve the company's asset scale and profitability, with net profit attributable to shareholders expected to increase, enhancing earnings per share for 2024 and the first eight months of 2025 [10]. - The basic earnings per share is anticipated to rise from -4.44 yuan to -4.33 yuan for 2024, and from -0.08 yuan to 0.10 yuan for the first eight months of 2025, indicating no dilution of earnings due to the transaction [20]. Group 4: Approval Process - The transaction has received preliminary approval from the company's controlling shareholder and has been passed by the board of directors, with further approvals required from regulatory bodies including the State-owned Assets Supervision and Administration Commission and the China Securities Regulatory Commission [11][12]. - The transaction is subject to various regulatory approvals, including those from the Shanghai Stock Exchange and the China Securities Regulatory Commission, which are prerequisites for implementation [13][29]. Group 5: Investor Protection Measures - The company will strictly adhere to information disclosure obligations, ensuring timely and complete disclosure of significant events and transaction progress to protect investor interests [15]. - Measures will be taken to ensure fair pricing for the transaction, including hiring qualified accounting and asset evaluation firms to conduct independent assessments [19]. Group 6: Share Issuance Details - The share issuance for the asset purchase is set at a price of 6.12 yuan per share, which is compliant with regulatory requirements [50][51]. - The total number of shares to be issued is approximately 196,372,023, representing 28.46% of the company's total shares post-transaction [52].