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富煌钢构: 安徽富煌钢构股份有限公司董事会关于本次交易摊薄即期回报的影响及采取填补措施的公告
Zheng Quan Zhi Xing· 2025-05-26 15:16
Core Viewpoint - The company plans to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of share issuance and cash payment, which will lead to a dilution of immediate returns but is expected to enhance overall profitability and asset quality in the long term [1][2]. Financial Impact of the Transaction - Total assets are projected to increase by 5.17%, from 1,020,130.37 million to 1,072,851.52 million yuan - Equity attributable to shareholders is expected to rise by 12.17%, from 321,711.63 million to 360,857.89 million yuan - Operating revenue is anticipated to grow by 5.63%, from 393,716.29 million to 415,878.73 million yuan - Net profit attributable to shareholders is forecasted to increase by 30.07%, from 5,148.13 million to 6,682.37 million yuan - Basic and diluted earnings per share are expected to decrease from 0.12 yuan to 0.11 yuan, reflecting an 8.33% decline due to one-time share payment expenses [1][2]. Measures to Address Dilution of Immediate Returns - The company will enhance management and internal controls of the acquired entity to mitigate operational risks - A profit distribution policy will be established, incorporating feedback from investors, especially minority shareholders, to ensure transparency and protect their rights [2][3]. Commitments from Major Stakeholders - The controlling shareholder and actual controller have committed to maintaining the company's independence and not interfering in its management - Company directors and senior management have pledged to diligently fulfill their responsibilities and protect the interests of all shareholders [3][4].
富煌钢构: 华泰联合证券有限责任公司关于本次交易产业政策和交易类型的核查意见
Zheng Quan Zhi Xing· 2025-05-26 15:16
Core Viewpoint - The transaction involves Anhui Fuhuang Steel Structure Co., Ltd. acquiring 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of share issuance and cash payment, while also raising supporting funds from specific investors [1][3]. Group 1: Industry and Company Overview - The target company specializes in high-speed visual perception and measurement technology, focusing on the research, development, production, and sales of high-speed image acquisition, analysis, and processing instruments and systems [1]. - The target company is classified under the "C40 Instrument Manufacturing" industry, specifically "C4019 Other General Instrument Manufacturing" [1]. Group 2: Transaction Type and Structure - The independent financial advisor concluded that the transaction does not fall under the categories of horizontal or vertical mergers within the same industry [2]. - The transaction does not constitute a restructuring listing as there will be no change in the controlling shareholder or actual controller of the listed company post-transaction [2][3]. Group 3: Issuance of Shares - The transaction plan includes the issuance of shares and cash payments to acquire the target company's shares, indicating that the transaction involves the issuance of shares [3]. Group 4: Regulatory Compliance - The listed company is not under investigation by the China Securities Regulatory Commission (CSRC) and has no pending cases [4].