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东睦股份: 中国国际金融股份有限公司关于东睦新材料集团股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易之独立财务顾问报告
Zheng Quan Zhi Xing· 2025-08-21 16:59
Overview of the Transaction - The transaction involves issuing shares and paying cash to acquire 34.75% equity in Shanghai Fuchi High-Tech Co., Ltd. from five counterparties, including Yuanzhi Xinghuo and Zhong Wei [8][11] - The transaction aims to enhance the company's capabilities in powder metallurgy and new material solutions, aligning with its strategic focus on high-quality development [11][15] Financial Details - The total transaction price for the acquisition is approximately 73,462.54 million RMB, with an estimated value increase of 105.44% based on the assessment [8][11] - The company plans to raise up to 54,782.33 million RMB in supporting funds, with 34.10% allocated for cash payment and 65.90% for technology upgrades and production line enhancements [10][11] Impact on Company Structure - Post-transaction, the company's total share capital will increase from 616,383,477 shares to 653,675,737 shares, with the issuance of 37,292,260 new shares [11][13] - The transaction will not alter the control structure of the company, which remains without a controlling shareholder [13][15] Strategic Benefits - The acquisition is expected to strengthen the company's core competitiveness by integrating the technologies of powder metallurgy and metal injection molding, enhancing its market position in the new materials sector [11][14] - The company anticipates improved financial metrics, including an increase in earnings per share from 0.64 RMB to 0.70 RMB for the fiscal year 2024 [18][20] Shareholder Commitments - Major shareholders, including Mu Metal and Ningbo Jinguang, have expressed their support for the transaction, emphasizing its alignment with legal requirements and benefits for the company's sustainability [15][20] - Shareholders and management have committed to not reducing their holdings during the transaction process, ensuring stability [15][20]