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尚纬股份: 华泰联合证券有限责任公司关于尚纬股份有限公司收购报告书之财务顾问报告
Zheng Quan Zhi Xing· 2025-07-30 16:36
Group 1 - The acquisition report by Huatai United Securities for Shangwei Co., Ltd. indicates that the acquisition is based on the recognition of the long-term investment value and development prospects of the listed company [6][9] - The financial advisor confirms that the acquisition report complies with relevant laws and regulations, and no false records or misleading statements were found [16][27] - The acquirer, Fuhua Chemical, has a registered capital of 82,705 million RMB and operates in the chemical industry, focusing on pesticide production and chemical sales [7][9] Group 2 - Fuhua Chemical's financial data shows total assets of 1,344,052.07 million RMB and net assets of 372,473.69 million RMB as of December 31, 2024, with a debt-to-asset ratio of 69.32% [9] - The company reported operating income of 767,189.24 million RMB and a net profit of 60,271.22 million RMB for the year 2024 [9] - The acquirer has committed to maintaining the independence of the listed company and avoiding any conflicts of interest or related party transactions that could harm the company's interests [19][21][23] Group 3 - The acquisition does not involve changes in the actual controller of the listed company, ensuring that the company's operational independence remains intact [19][26] - Fuhua Chemical has outlined plans for potential asset restructuring and business adjustments within the next 12 months, while ensuring compliance with legal requirements [16][18] - The financial advisor has verified that the acquisition funding will come from the acquirer's own or legally raised funds, ensuring the legality of the funding sources [13][14]
尚纬股份: 北京天驰君泰(成都)律师事务所关于《尚纬股份有限公司收购报告书》之法律意见书
Zheng Quan Zhi Xing· 2025-07-30 16:36
Group 1 - The core opinion of the article is that Fuhua Chemical intends to acquire shares of Shangwei Co., Ltd. through a cash subscription, aiming to enhance control and decision-making capabilities over the company [1][9][10] - Fuhua Chemical's basic information includes a registered capital of 82.705 million yuan and a business scope that encompasses pesticide production, chemical products sales, and technology services [2][3] - The shareholding structure indicates that Fuhua Group controls 56.32% of Fuhua Chemical, making it the controlling shareholder [3][4] Group 2 - The acquisition aims to recognize the long-term investment value of Shangwei Co., Ltd. and maintain strategic stability [9][10] - The acquisition process has been approved by the boards of both Fuhua Chemical and Shangwei Co., Ltd., with necessary legal procedures underway [10][12] - The subscription agreement stipulates a maximum of 181,338,685 shares to be acquired at a price of 6.31 yuan per share, which will increase Fuhua Chemical's stake to 42.21% post-acquisition [10][11][13] Group 3 - Fuhua Chemical has committed to not transferring the newly acquired shares for 36 months following the issuance [10][11] - The funding for the acquisition will come entirely from Fuhua Chemical's own funds or legally raised funds, ensuring compliance with relevant regulations [16] - There are no existing legal restrictions on the shares held by Fuhua Chemical, and the company has not faced any significant legal penalties in the past five years [6][14][15]