Wanrun Technology (002654) announced on Tuesday evening that the company intends to purchase 100% of Beijing Dingsheng Yixuan Network Marketing Planning Co., Ltd. and 100% of Beijing Yiwan Wireless Information Technology Co., Ltd. by way of issuing shares and paying cash, and to raise funds. Matching funds.
According to the announcement, the 100% equity of Dingsheng Yixuan is 415 million yuan, and the 100% equity of 100 million wireless is 324 million yuan. Wanrun Technology will issue 5,798,400 shares to the company of Zhishengyixuan at a price of 23.59 yuan/share, paying 274 million yuan in cash; issuing 7,347,700 shares to shareholders of billions of wireless, paying cash of 150 million yuan. After the completion of the transaction, Dingsheng Yixuan and Yiwan Wireless became wholly-owned subsidiaries of listed companies.
In addition, the listed company intends to use the inquiry method to make non-public issuance of no more than 1,29,211,000 shares to no more than ten specific qualified investors, and the matching funds raised shall not exceed 445 million yuan, and the issue price shall not be lower than 35.91 yuan/share. The fund raised by the fund is intended to cover the cash consideration, transaction tax and intermediary fees of the transaction.
As a performance compensation obligor, the company’s shareholder’s net profit is not less than 30 million yuan after deducting non-recurring gains and losses in 2015, 2016, 2017 and 2018. , 39 million yuan, 50.7 million yuan, 58.305 million yuan, if the actual net profit is lower than the promised profit, the Soviet army will make compensation for profits in cash or shares.
Billionaire wireless shareholders Liao Jintian, Fang Min and Ma Ruifeng as the performance compensation obligors promised that the net profit attributable to the shareholders of the parent company after the deduction of non-recurring gains and losses in billions of wireless 2015, 2016 and 2017 will not be less than 25 million yuan respectively. 32.5 million yuan, 42.25 million yuan. If the actual net profit is lower than the promised profit, Liao Jintian, Fang Min and Ma Ruifeng will make profit compensation in cash or shares.
Wanrun Technology said that the proposed acquisition of Dingsheng Yixuan and Yiwan Wireless two Internet advertising marketing enterprises is an important layout of listed companies in the advertising media industry. This transaction can not only further enhance the marketing ability of listed companies, but also the company's diversification. A strong breakthrough in business management.
Through this transaction, the company's business scope will extend from the LED industry to the advertising media, especially the Internet advertising marketing field, to obtain the advertising media management team, the corresponding media resources and customer resources, to complete the key industry extension layout. Through continuous extension of mergers and acquisitions, the company plans to gradually realize the development of two-wheel drive in the traditional manufacturing and advertising media industries, and leverage the respective advantages of LED manufacturing and advertising media services to achieve a steady and continuous improvement of the company's overall profitability.
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