华海诚科拟购买华威电子70%股权 去年上市超募3亿

Core Viewpoint - Huahai Chengke (688535.SH) is planning to acquire 70% of Hengsu Huawai Electronics Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments, while also raising supporting funds [1][2]. Group 1: Transaction Details - The transaction involves issuing shares, convertible bonds, and cash payments to acquire 70% equity from 13 counterparties, including Hangzhou Shuhui [1][6]. - After the completion of the transaction, Hengsu Huawai will become a wholly-owned subsidiary of Huahai Chengke [2]. - The shares issued for the asset purchase will be ordinary shares (A-shares) with a par value of RMB 1.00, listed on the Shanghai Stock Exchange [6][12]. Group 2: Financial Aspects - The issuance price for the shares will be determined based on 80% of the average stock price over the 60 trading days prior to the board meeting announcement, set at RMB 56.35 per share [6]. - The convertible bonds will have a face value of RMB 100.00 each and will be issued at par [7]. - The total amount of supporting funds raised will not exceed 100% of the transaction price for the shares and convertible bonds, with a maximum issuance of 30% of the company's total share capital prior to the issuance [11]. Group 3: Use of Funds - The raised funds will be used for cash payments in the transaction, related taxes, intermediary fees, project construction of the target company, and to supplement the company's working capital and repay debts [11]. - The proportion of funds used for working capital and debt repayment will not exceed 25% of the transaction price or 50% of the total raised funds [11]. Group 4: Company Background - Huahai Chengke was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on April 4, 2023, with an initial public offering of 20.18 million shares at a price of RMB 35.00 per share, raising a total of RMB 706.30 million [14]. - The company reported a net profit of RMB 10.02 million for the third quarter of 2024, a decrease of 12.75% year-on-year, while its revenue for the same period was RMB 84.43 million, an increase of 8.11% [17].