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沈阳机床: 中信证券股份有限公司关于沈阳机床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实施情况之独立财务顾问核查意见
Zheng Quan Zhi Xing· 2025-06-22 08:30
Core Viewpoint - The independent financial advisor, CITIC Securities, has provided an opinion on the implementation of Shenyang Machine Tool Co., Ltd.'s share issuance for asset acquisition and fundraising, confirming that all necessary legal and regulatory procedures have been followed [1][18][24]. Group 1: Transaction Overview - The transaction involves issuing shares to acquire 100% equity of Shenyang Zhongjie Aerospace Machine Tool Co., Ltd. and Shenyang Machine Tool Zhongjie Friendship Factory Co., Ltd., as well as 78.45% equity of Tianjin Tianzhu Pressure Machine Co., Ltd. [5][6]. - The total amount of funds to be raised through the issuance is capped at 1.7 billion yuan, which will be used for high-end CNC processing center production line construction and other projects [6][17]. Group 2: Share Issuance Details - The share issuance price is set at 5.86 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [7][8]. - A total of 294,224,017 shares will be issued, representing 12.47% of the company's total share capital post-transaction [9][10]. Group 3: Regulatory Compliance - The transaction has received all necessary approvals, including from the board of directors and the China Securities Regulatory Commission [18][24]. - The independent financial advisor confirms that the transaction complies with relevant laws and regulations, including the Company Law and Securities Law [24][25]. Group 4: Asset Transfer and Verification - The equity transfer of the target assets has been completed, with the relevant registration documents issued by the market supervision authorities [20][21]. - The verification report confirms that the newly issued shares have been registered and will be included in the company's shareholder register [21][22]. Group 5: Management Changes - New appointments have been made in the company's management, including the addition of three vice presidents [22][25]. - There have been no significant changes in the management of the target companies involved in the transaction [22][25]. Group 6: Commitments and Compliance - All parties involved in the transaction have fulfilled their commitments regarding asset ownership and share lock-up periods [23][25]. - There have been no instances of fund or asset misappropriation by the actual controller or related parties during the transaction process [22][25].