SHUANGHUI(SZ:000895)2022-12-03 08:58Group 1: Transaction Overview - The transaction involves Shuanghui Development issuing shares to Rothkes for the absorption of Shuanghui Group, with Rothkes holding 73.41% of Shuanghui Development post-transaction [3] - The preliminary estimated value of Shuanghui Group is approximately 40.167 billion yuan, with the shares held in Shuanghui Development accounting for about 99% of this valuation [3] - The share issuance price is set at 20.34 yuan per share, which is not less than 90% of the average price over the previous sixty trading days [3] Group 2: Asset Injection Details - The assets injected in this restructuring include shares of Shuanghui Development held by Shuanghui Group and three subsidiaries: Haiying Company (seasoning business), a software development company, and Yike Company (biogas power generation) [3] - Additionally, 40% equity in a financial company held by Shuanghui Group will be included, along with the main office location, Shuanghui Building [3] Group 3: Purpose and Necessity of the Restructuring - The restructuring aims to further focus on the meat industry, better implement the future development strategy of the listed company, and optimize the governance structure [3] - The necessity of the merger is highlighted by the complexity of the management structure prior to the transaction, which involved multiple layers of control [4] Group 4: Pricing and Regulatory Compliance - The pricing for the share issuance adheres to the regulations set forth in the "Major Asset Restructuring Management Measures for Listed Companies," ensuring the price does not fall below 90% of the market reference price [4] - The share valuation for the shares held by Shuanghui Group is set to equal the issuance price, following the common practice in reverse mergers [4] Group 5: Impact on Company Performance - Post-restructuring, the management structure is expected to be optimized, leading to a reduction in overall management costs [4] - The injected operating assets are all profitable, with further details to be disclosed in the restructuring report [4] Group 6: Strategic Timing for Restructuring - The timing for the restructuring is based on the completion of asset integration from the 2012 restructuring, positioning the company for further optimization of its management structure and asset integration [5]