Core Viewpoint - The company, Anhui Fulede Technology Development Co., Ltd., plans to issue shares and convertible bonds to acquire 100% equity of Jiangsu Fulehua Semiconductor Technology Co., Ltd., with a total transaction value of 655 million yuan [6][14][20]. Group 1: Transaction Overview - The company intends to acquire 100% equity of Jiangsu Fulehua through the issuance of shares and convertible bonds to 59 trading parties [6][14]. - The assessment report values the 100% equity of Fulehua at 655 million yuan as of September 30, 2024 [6][14]. - The total consideration for the transaction is set at 655 million yuan, with shares and convertible bonds as payment methods [6][14]. Group 2: Fundraising Details - The company plans to raise up to 782.59 million yuan through the issuance of shares to no more than 35 specific investors [12][20]. - The total amount raised will not exceed 100% of the transaction price for the asset acquisition [12][20]. - The funds will be used for intermediary fees, taxes, and specific projects related to semiconductor production [12][20]. Group 3: Share Issuance and Pricing - The shares will be issued at a price of 16.30 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [14][15]. - The total number of shares to be issued is approximately 379.76 million, accounting for 52.88% of the company's total share capital post-transaction [14][15]. - The pricing mechanism includes adjustments for any corporate actions such as dividends or stock splits during the pricing period [15][20]. Group 4: Convertible Bonds - The company will issue convertible bonds with a total value of approximately 35.99 million yuan, representing 5.49% of the total transaction price [20][21]. - The initial conversion price for the bonds is set at 16.30 yuan per share, with no adjustment mechanism for the conversion price [21][24]. - The bonds will have a maturity period of four years and a nominal interest rate of 0.01% per annum [22][24].

Core Viewpoint - The company, Fulede, has received approval from the Shenzhen Stock Exchange's M&A Review Committee for its plan to issue shares and convertible bonds to acquire 100% of Jiangsu Fulehua Semiconductor Technology Co., Ltd. and raise supporting funds, marking a significant step in its strategic expansion in the semiconductor industry [1][2]. Group 1: Transaction Details - The transaction involves issuing shares and convertible bonds to purchase the entire equity of Fulehua, which will become a wholly-owned subsidiary post-transaction [2][3]. - The total transaction price for acquiring Fulehua is set at 655 million yuan, based on an asset evaluation that indicates a significant increase in value [3][4]. - The share issuance price is determined at 16.30 yuan per share, with a total of approximately 379.76 million shares to be issued, representing 52.88% of the company's total share capital post-transaction [4]. Group 2: Financial Aspects - The company plans to raise up to 782.59 million yuan through the issuance of shares to no more than 35 specific investors, which will cover transaction-related costs and fund several semiconductor projects [6]. - The convertible bonds will have a term of four years with a nominal interest rate of 0.01% per year, and the total number of bonds issued will be approximately 3.6 million [5]. Group 3: Performance Commitments - The performance compensation period for the transaction is set for 2025 to 2027, with commitments from the controlling shareholder, Shanghai Shenhe, to ensure that Fulehua achieves specific net profit targets during this period [9]. Group 4: Strategic Implications - This acquisition is expected to enhance the company's capabilities in the semiconductor sector by integrating high-quality resources and improving its service offerings, thereby strengthening its competitive position [8].