沈阳机床买控股股东资产获深交所通过 中信证券建功

Core Viewpoint - Shenyang Machine Tool has received approval from the Shenzhen Stock Exchange's M&A Review Committee for its asset acquisition and fundraising plan, which involves purchasing 100% equity of Zhongjie Factory and Zhongjie Aerospace, as well as 78.45% equity of Tianjin Tianzhuan, through a share issuance [1][2]. Group 1: Transaction Details - The total transaction price for the acquired assets is 172,415.27 million yuan, with Zhongjie Factory priced at 80,238.97 million yuan, Zhongjie Aerospace at 21,575.73 million yuan, and Tianjin Tianzhuan at 70,600.57 million yuan [3]. - The independent financial advisor for this transaction is CITIC Securities, with a team of designated financial advisors [2]. - The share issuance price for the asset acquisition is set at 5.86 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [4]. Group 2: Fundraising and Investment Projects - The company plans to raise up to 170,000.00 million yuan through the issuance of shares to no more than 35 specific investors, with the funds allocated for various projects including high-end CNC processing center construction and technology R&D [5][6]. - The total investment for the projects funded by the raised capital includes 31,034.11 million yuan for high-end CNC processing center construction and 36,914.55 million yuan for upgrading CNC machine tool production lines [6]. Group 3: Share Issuance and Ownership - The total number of shares to be issued for the asset acquisition is 294,224,017, which represents 12.47% of the company's total share capital post-transaction [8]. - The controlling shareholder of Shenyang Machine Tool remains the General Technology Group, with the actual controller being the State-owned Assets Supervision and Administration Commission of the State Council [7]. Group 4: Compliance and Regulatory Aspects - The transaction meets the criteria for a major asset restructuring as defined by the relevant regulations, with the acquired assets meeting over 50% of the company's corresponding indicators [9]. - The transaction is classified as a related party transaction due to the involvement of companies controlled by the same parent group [9].