11月10日，阜新德尔汽车部件股份有限公司（证券代码：300473，证券简称：德尔股份）发布公告称，公司发行股份购买资产并募集配套 资金事项已获得深圳证券交易所并购重组审核委员会审核通过，本次交易符合重组条件和信息披露要求，为后续推进奠定重要基础。 10月中旬，德尔股份已发布《发行股份购买资产并募集配套资金暨关联交易报告书（草案）摘要（修订稿）》，明确本次交易核心是收购 爱卓智能科技（上海）有限公司（以下简称"爱卓科技"）100%股权，并同步募集不超过8270万元配套资金，正式开启同行业并购升级之 路。 据悉，爱卓科技成立于2005年，主营业务为汽车覆膜饰件、汽车包覆饰件的研发、生产与销售，系国家高新技术企业、上海市专精特新中 小企业，拥有多项知识产权，深耕行业20年。其主要客户涵盖一汽、小鹏、佛吉亚等知名企业，产品最终配套红旗、奇瑞、比亚迪等汽车 品牌。 经评估，截至2024年9月30日，爱卓科技100%股权采用收益法评估的价值为2.7亿元，增值率达392.12%；以2025年6月30日归母净资产 8901.29万元为基准，增值率为203.33%。交易对方上海德迩承诺，爱卓科技2025年度、2026年度和2 ...

Core Viewpoint - Del Shares plans to acquire 100% equity of Aizhuo Intelligent Technology (Shanghai) Co., Ltd. through a share issuance and zero-price transfer, while raising up to 82.7 million yuan in supporting funds, marking a significant step in industry consolidation [2][3] Transaction Structure - The transaction consists of two parts: Del Shares will issue shares to Shanghai Deri Industrial Group to acquire 70% equity of Aizhuo Technology for a price of 270 million yuan, and will acquire the remaining 30% equity at zero cost [3] - The share issuance price is set at 14.15 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days, with an estimated issuance of approximately 19.08 million shares, accounting for 11.22% of the total share capital post-issuance [3] Fundraising Details - Del Shares plans to raise up to 82.7 million yuan through a private placement to no more than 35 specific investors, with the funds allocated primarily for three projects: 49.2 million yuan for the smart upgrade of automotive decorative parts, 23.5 million yuan for a research center, and 10 million yuan for intermediary fees and taxes [4] - The fundraising is contingent upon the successful implementation of the asset acquisition, but the acquisition will proceed regardless of the fundraising outcome [4] Company Profile - Aizhuo Technology, established in 2005, specializes in the R&D, production, and sales of automotive film and covering parts, recognized as a national high-tech enterprise with multiple intellectual property rights [5] - As of September 30, 2024, the 100% equity of Aizhuo Technology is valued at 270 million yuan, reflecting a 392.12% appreciation, with a projected net asset value of 89.01 million yuan by June 30, 2025, indicating a 203.33% increase [5] Performance Commitments - Shanghai Deri has committed to ensuring that Aizhuo Technology's net profit attributable to the parent company for 2025, 2026, and 2027 will not be less than 23.4 million yuan, 27.0 million yuan, and 34.0 million yuan respectively, with compensation mechanisms in place for any shortfall [5] Strategic Implications - The acquisition will not change the control of Del Shares, as Aizhuo Technology will become a wholly-owned subsidiary, enhancing the company's financial metrics significantly [6] - Post-transaction, the net profit attributable to the parent company is expected to increase from 50.9 million yuan to 77.4 million yuan for the first half of 2025, representing a 52.06% growth, while earnings per share will rise from 0.34 yuan to 0.51 yuan, a 50.00% increase [6] - Strategically, the merger will broaden Del Shares' product structure and enhance synergies in customer resources and product development, particularly in lightweight and cost-effective automotive components [6]

Core Viewpoint - The report outlines the independent financial advisory services provided by Dongfang Securities for the acquisition of assets by Fuxin Del Automotive Parts Co., Ltd. through share issuance and fundraising, emphasizing the transaction's compliance with relevant regulations and its potential benefits for the company and its shareholders [1][2][3]. Group 1: Transaction Overview - The transaction involves Fuxin Del issuing shares to acquire 70% of Aizhuo Technology's equity and a zero-price acquisition of the remaining 30% from Xing Baichang Partnership, along with raising funds from no more than 35 specific investors [6][10]. - The total amount of funds raised through the share issuance is capped at 82.7 million yuan, which will be used for various projects including the smart upgrade of automotive parts and payment of intermediary fees [9][10]. Group 2: Financial Impact - The acquisition is expected to enhance the company's revenue and profit, with projections indicating an increase in total assets and net profit post-transaction [11][14]. - The financial indicators before and after the transaction show a projected increase in total assets from 369,856.66 million yuan to 409,280.69 million yuan, and net profit is expected to rise significantly [14][18]. Group 3: Shareholder Structure - Post-transaction, Shanghai Der will hold 11.22% of the shares, while the controlling shareholder's stake will decrease from 22.44% to 19.92%, indicating no change in control [12][13]. - The transaction will not alter the actual control of the company, as the major shareholders have committed to not reducing their holdings during the transaction process [15][17]. Group 4: Compliance and Governance - The company has adhered to all necessary legal and regulatory requirements throughout the transaction process, ensuring transparency and fairness for all shareholders [16][17]. - Independent financial and legal advisors have been engaged to conduct due diligence and provide professional opinions on the transaction [17][20]. Group 5: Performance Commitments - Shanghai Der has made performance commitments for the acquired company, with specific profit targets set for the next three years, ensuring accountability and potential compensation for any shortfalls [21][22]. - The company has outlined measures to mitigate any dilution of immediate returns resulting from the transaction, including enhancing operational efficiency and optimizing profit distribution policies [19][20].

Group 1 - The core point of the news is that Fuxin Del Automotive Parts Co., Ltd. plans to issue shares to acquire 70% of Aizhuo Technology and zero-price transfer of 30% of Aizhuo Technology from a related party, while raising supporting funds from no more than 35 specific investors [9][10][12] - The transaction is classified as a major asset restructuring under the relevant regulations, and it is expected to enhance the company's revenue and profit, thereby improving its sustainable profitability [14][17] - The transaction will not change the control of the company, as the controlling shareholder's stake will decrease slightly but remain significant [17][19] Group 2 - The company aims to raise up to 82.7 million yuan through the issuance of shares, with the funds primarily allocated for the smart upgrade and expansion of Aizhuo Technology's automotive parts [12][22] - The acquisition is expected to result in a significant increase in total assets, operating income, and net profit, enhancing the company's overall financial performance [17][21] - The company has committed to strict performance guarantees and compensation arrangements to mitigate the dilution of immediate returns for investors [22][23]