Core Viewpoint - The company Xunjiéxing (688655.SH) is planning to acquire 100% equity of Shenzhen Jiazhihong Electronics Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds [1][2]. Group 1: Transaction Details - The transaction is expected to constitute a major asset restructuring but will not involve a restructuring listing or related party transactions [2]. - The share issuance price for the asset purchase is set at 15.28 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [2]. - The company plans to issue shares to no more than 35 specific investors to raise supporting funds, with the total amount not exceeding 100% of the asset purchase price and the number of shares issued not exceeding 30% of the total share capital prior to the issuance [2][3]. Group 2: Financial Information of Jiazhihong - As of December 31, 2024, Jiazhihong's total assets are 53,124.35 million yuan, with total liabilities of 34,469.57 million yuan and owner's equity of 18,654.78 million yuan [5]. - The company's operating revenue for 2024 is projected to be 49,111.86 million yuan, with a net profit of 1,986.64 million yuan [5]. Group 3: Company Ownership Structure - As of the signing date of the proposal, the controlling shareholder of Xunjiéxing, Ma Zhuo, directly holds 38.66% of the shares and indirectly controls an additional 2.74%, totaling 41.40% [3]. - Wu Wenyiyi, the controlling shareholder of Jiazhihong, directly holds 48.1485% of the equity, and together with Cheng Xiaocheng, they control 64.2728% of Jiazhihong [3].

Core Viewpoint - The company Xunjiexing plans to acquire 100% equity of Shenzhen Jiazhihong Electronics through a combination of issuing shares and cash payment, which is expected to significantly enhance its flexible circuit board production capacity and optimize its product structure [1][3]. Group 1: Acquisition Details - The acquisition involves purchasing 100% equity of Jiazhihong, which specializes in the research, production, and sales of flexible printed circuit boards (FPC) and surface mount technology (SMT) [2][3]. - The transaction is classified as a major asset restructuring but will not result in a change of actual control of the company [1][3]. - The share issuance for the acquisition will not exceed 30% of the company's total share capital prior to the issuance, with a share price set at 15.28 yuan per share [2]. Group 2: Financial Performance of Jiazhihong - Jiazhihong is projected to achieve revenues of 307 million yuan and 491 million yuan in 2023 and 2024, respectively, with net profits of 9.10 million yuan and 19.87 million yuan [1][4]. - The net profit for Jiazhihong in 2024 is expected to increase by 118.2% year-on-year [1][4]. Group 3: Financial Performance of Xunjiexing - In contrast, Xunjiexing is expected to generate revenues of 475 million yuan in 2024, showing a slight increase of 2.26% year-on-year, but with a net loss of 1.97 million yuan, marking a shift from profit to loss compared to 2023 [5]. - The gross margin for Xunjiexing's printed circuit board business in 2024 is reported at 14.33%, a decrease of 0.81 percentage points from the previous year [5]. - The company has experienced a decline in net profit from 2022 to 2024, attributed to underutilization of production capacity and high fixed costs [5].