Gelonghui February 7?Jieqiang equipment (300875.SZ) announced that the company plans to issue shares to Wang Qiguang, Wu Zhaoguang, Wang Jing, Qian Longgang, Chang Junlin, Zhang Jing, Xiang Hao, Zhang Chunlei, Sheng Zengli, Chen Gengfeng and pay cash to buy its 100% stake in Cadino Technology. Among them, the payment ratio of shares and cash will be clearly agreed upon by the parties to the transaction after the signing of a supplementary agreement.
The parties to the transaction agree that the final transaction price of the underlying asset of this transaction will be based on the evaluation results contained in the evaluation report issued by the asset evaluation institution qualified for securities and futures business in accordance with the provisions of the Securities Law, and consider that after the completion of the transaction, the listed company will continue to undertake the follow-up payment obligation of 11 million yuan of unpaid capital contribution to the target company, which shall be determined through consultation by the parties to the transaction. The parties to the transaction agree that after the issuance of the evaluation report, the parties to the transaction shall sign a separate agreement to confirm the specific amount. As of the date of signing of the summary of the plan, the audit and evaluation of the underlying assets of the transaction have not yet been completed.
In this transaction, the company intends to raise matching funds by issuing shares to no more than 35 qualified specific targets. The total amount of matching funds raised shall not exceed 100% of the transaction price of the assets to be purchased by issuing shares, and the number of shares issued shall not exceed 30% of the total share capital of the listed company before the issue. The final issuance quantity and price shall be determined in accordance with the relevant provisions of the securities regulatory authority.
The matching funds raised this time are intended to be used to pay cash consideration, to pay transaction taxes and intermediary fees, to supplement the company's liquidity and to repay bank loans, among which, the proportion used to replenish the company's liquidity and repay bank loans shall not exceed 25% of the consideration of the transaction, or no more than 50% of the total supporting funds raised. If the amount of matching funds raised is not enough to meet the specific uses and needs of supporting funds, the company will make up the difference through its own funds or self-raised funds.
The main business of Cardino Technology, the target company to be purchased in this transaction, is the research, design, development, production and sales of nuclear radiation detection and monitoring equipment and nuclear radiation protection technology. downstream customers cover the military, nuclear industry, environmental protection, medical and health, customs and commodity inspection, homeland security, scientific research institutions, industry and mining and many other fields. After years of business practice, the target company has formed a business model that integrates "nuclear radiation measurement equipment technology research and development, project software and hardware supply, and technical services". By providing customers with R & D and trial production, finalized production and nuclear monitoring system integration services that meet the special requirements of the industry, business income can be realized.
After the completion of this transaction, on the one hand, the company and the target company will effectively coordinate research and development and innovation through research and development, patents, products, market and management, continuously improve the industrial layout and expand the portfolio of superior products, and achieve complementary advantages so as to further enhance the comprehensive strength and market share. On the other hand, through the integration of nuclear radiation detection and monitoring equipment, nuclear radiation protection and other product lines and R & D capabilities, the company can enhance the core competitiveness of nuclear and biochemical safety reconnaissance equipment, enhance anti-risk ability, and repay shareholders with better performance and profitability.
The company's shares will resume trading on the morning of February 8, 2023.