变更募投项目实施主体

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泰嘉股份: 平安证券股份有限公司关于湖南泰嘉新材料科技股份有限公司关于吸收合并全资子公司暨变更募投项目实施主体的核查意见
Zheng Quan Zhi Xing· 2025-07-15 16:30
Core Viewpoint - The company, Hunan Taijia New Materials Technology Co., Ltd., is undergoing a merger with its wholly-owned subsidiary, Hunan Taijia Intelligent Technology Co., Ltd., which will lead to the latter's legal entity being dissolved and the transfer of all assets, liabilities, and rights to the parent company [1][8][10]. Group 1: Basic Information of the Companies - Hunan Taijia New Materials Technology Co., Ltd. was established on October 23, 2003, with total assets of 248,070.09 million yuan, total liabilities of 108,426.97 million yuan, net assets of 139,643.12 million yuan, operating income of 35,513.72 million yuan, and net profit of 1,493.96 million yuan [1]. - Hunan Taijia Intelligent Technology Co., Ltd. was established on April 9, 2021, with total assets of 26,416.48 million yuan, total liabilities of 19,288.41 million yuan, net assets of 7,128.08 million yuan, operating income of 2,750.89 million yuan, and net profit of 980.29 million yuan [2][3]. Group 2: Merger Details - The merger will involve the transfer of all assets, debts, personnel, and other rights and obligations from Hunan Taijia Intelligent to Hunan Taijia New Materials, which will maintain its name, business scope, registered capital, and management structure [4][8]. - The merger is expected to reduce management costs, effectively integrate resources, optimize the management structure, and enhance overall operational efficiency [8][10]. Group 3: Fundraising and Project Changes - The company has received approval to issue 37,557,516 shares at a price of 16.19 yuan per share, raising a total of 60,805.62 million yuan, with a net amount of 58,555.16 million yuan after deducting issuance costs [4][5]. - The implementation subject of the "hard alloy band saw blade production line construction project" will change from Hunan Taijia Intelligent to Hunan Taijia New Materials, with the investment amount remaining at 9,844.21 million yuan [6][7]. Group 4: Impact and Approval Process - The merger and change of project implementation subject will not adversely affect the company's financial status or overall business development, aligning with the interests of the company and its shareholders [8][10]. - The board of directors, supervisory board, and independent directors have all approved the merger and project changes, confirming compliance with relevant laws and regulations [10][11].