经各方协商一致并确定，此次发行的发行价格为10.16元/股。此次募集配套资金总额不超过50亿元，在扣除发行费用后拟用于标的公司的募投项目建设及偿还金融机构债务。募集配套资金金额不超过本次交易中以发行股份方式购买资产的交易价格的100%。Gelonghui December 1st | Guangdong Songfa Ceramics (603268.SH) announced that the company plans to exchange the equivalent portion of assets and operating liabilities it holds as of the evaluation benchmark date (hereinafter referred to as "disposal assets") with 50.00% equity of Hengli Heavy Industry ("target company") held by Zhongkun Investment; intends to purchase assets from the counterparty by issuing shares, specifically: 1. Purchase the differential portion of the major assets exchanged from Zhongkun Investment; 2. Purchase the remaining 50.00% equity of Hengli Heavy Industry held by Suzhou Hengneng Supply Chain Management Co., Ltd. (hereinafter referred to as "Suzhou Hengneng"), Hengneng Investment (Dalian) Co., Ltd. (hereinafter referred to as "Hengneng Investment"), and Chen Jianhua; intends to issue shares to no more than 35 specific investors to raise matching funds.
Through friendly negotiations among the parties to the transaction, based on the above evaluation value, the transaction price for the disposal assets in this restructuring is 0.513 billion yuan, and the transaction price for the acquisition assets is 8.006 billion yuan. The company and Zhongkun Investment agreed to exchange the equivalent portion (i.e., 0.513 billion yuan) of the acquisition assets and disposal assets transaction consideration.
The company plans to purchase the differential portion of the transaction consideration for the acquisition assets and disposal assets from Zhongkun Investment, Hengneng Investment, Suzhou Hengneng, and Chen Jianhua by issuing shares, corresponding to a transaction value of 7.493 billion yuan.
After unanimous agreement and determination by all parties, the issue price for this issuance is 10.16 yuan/share. The total amount of matching funds raised this time does not exceed 5 billion yuan, and is intended for the investment projects of the target company and repayment of financial institution debts after deducting issuance expenses. The amount of matching funds raised does not exceed 100% of the transaction price for purchasing assets by issuing shares in this transaction.
Before this transaction, the company's controlling shareholder was Hengli Group Co., Ltd. (hereinafter referred to as "Hengli Group"), with the actual controller being Chen Jianhua and Fan Hongwei. After this transaction, the company's controlling shareholder will change to Zhongkun Investment, while the actual controllers will remain Chen Jianhua and Fan Hongwei.
