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华海诚科: 江苏华海诚科新材料股份有限公司发行股份、可转换公司债券及支付现金购买资产并募集配套资金报告书(草案)(注册稿)(摘要)
Zheng Quan Zhi Xing· 2025-09-05 16:23
Summary of Key Points Core Viewpoint - Jiangsu Huahai Chengke New Materials Co., Ltd. plans to issue shares, convertible bonds, and cash to acquire 70% equity of Hengsuo Huawai Electronics Co., Ltd. from 13 shareholders, while raising supporting funds [1][12]. Group 1: Transaction Overview - The transaction involves the acquisition of 70% equity of Hengsuo Huawai Electronics Co., Ltd. through the issuance of shares, convertible bonds, and cash [12]. - The target company specializes in the research, production, and sales of epoxy encapsulation materials for semiconductor chips [12]. - The transaction price does not include the amount raised for supporting funds [12]. Group 2: Regulatory Compliance - The company and all directors, supervisors, and senior management guarantee that the information disclosed in this transaction does not contain false records, misleading statements, or significant omissions [2][3]. - The independent financial advisor and other related service institutions have confirmed the accuracy and completeness of the information provided in the transaction documents [4][9]. Group 3: Risk Management - The actual controller and related parties have committed to not transferring their shares in the company if any information related to the transaction is found to be misleading or false, pending investigation conclusions [2][3]. - The company assumes responsibility for any changes in operations and earnings resulting from the transaction [3]. Group 4: Financial and Legal Advisors - The independent financial advisor is CITIC Securities Co., Ltd., with legal counsel provided by Jiangsu Century Tongren Law Firm and auditing by Zhonghui Certified Public Accountants [4][9].