The hottest Wuyang technology cash shares spent 5.

Wuyang technology invested 550million in cash + shares to acquire Weichuang automation

Wuyang technology announced on the morning of July 28 that on July 26, the company signed the agreement on issuing shares and paying cash to purchase assets with Lin Weitong, Hu Yungao, Tong min, Liang Bin, Mao Lijun, Wei Changying, LUZHENG Venture Capital Co., Ltd. (hereinafter referred to as LUZHENG venture capital) and Shenzhen Weiye Chuangfu investment partnership (hereinafter referred to as Weiye Chuangfu), The company plans to acquire 100% of the total equity of Shenzhen Weichuang automation equipment Co., Ltd. legally held by Lin Weitong, Hu Yungao, Tong min, steel protective door qb/t1136 ⑴ 991, Liang Bin, Mao Lijun, Wei Changying, LUZHENG venture capital and Weiye Chuangfu

at the same time, according to the Interim Measures for the administration of securities issuance of companies listed on the gem, the administrative measures for the material assets reorganization of listed companies and the opinions on the application of Articles 13 and 43 of the administrative measures for the material assets reorganization of listed companies, the opinions on the application of securities and Futures Law No. 12, the company plans to issue shares to no more than five other specific investors to raise 296million yuan of supporting funds, After deducting the issuance expenses, the supporting raised funds are used to pay the cash consideration for the purchase of the underlying assets and supplement the working capital of Weichuang automation

after the completion of this transaction, Weichuang automation will become a wholly-owned subsidiary of the listed company. The company's product line will be rapidly enriched and the market space will be effectively expanded. As the core technologies of both sides are inherited in a coordinated way, the downstream industry is relatively advanced. Since PCI (6) 023e data collection card has no signal organization function, Cologne mass flowmeter is equipped with another signal organization board scxi (1) 531, which organizes the vibration signals and then inputs them into PCI (6) 023e Another PCI (6) 023e data collection card is used to collect 4-channel temperature signals during the experiment Financial complementarity will help the company strengthen the R & D and application of intelligent equipment manufacturing technology and occupy the technological frontier of industrial revolution 4.0. It is also conducive to the company's cooperation in developing more relevant solutions, such as the combination of automation and informatization, urban parking guidance, informatization automatic production line, automatic sorting logistics system, etc

according to the agreement on issuing shares and paying cash to purchase assets with effective conditions signed by the company and all shareholders of Weichuang automation, the system has an independent evaluation function. The transaction price of the underlying assets of the transaction is based on the evaluated value, which is determined by the parties to the transaction through negotiation, and the transaction price is 550million yuan. The underlying assets of this transaction were valued at 550million yuan, of which 70% of the consideration was paid to Tong min, Lin Weitong, Hu Yungao, Liang Bin, Mao Lijun, Wei Changying, and Shenzhen Weiye Chuangfu investment partnership (limited partnership), the shareholders of Weichuang automation, and 50% of the consideration was paid to LUZHENG venture capital by issuing shares. The issue price was 34.68 yuan/share, and the number of shares issued to purchase assets was 10784308 shares. At the same time, the listed company plans to raise no more than 296million yuan by non-public offering of shares to no more than five specific investors. After deducting the issuance expenses, the raised matching funds were used to pay the cash consideration of this transaction, and the balance was used to increase the capital of Weichuang automation to supplement its working capital

the company signed the profit compensation agreement with Lin Weitong, Tong min and Hu Yungao, and agreed that Lin Weitong, Tong min and Hu Yungao were the subject of performance commitment and performance compensation for this transaction. Lin Weitong, Tong min and Hu Yungao promised that the net profit attributable to the shareholders of the parent company in the three years after the annual deduction of non recurring profits and losses of the target company would not be less than 150 million yuan

during the profit compensation period, if the net profit attributable to the owner of the parent company after deducting non recurring profits and losses realized by Weichuang automation is less than 20% (including) of the performance commitment, the performance commitment subject shall undertake joint compensation, and the performance commitment subject shall compensate in cash, and the difference between the committed net profit and the actual net profit shall be supplemented to Wuyang technology in cash

the amount of cash compensation is calculated according to the following formula: the amount to be compensated = the committed amount of net profit and the actual net profit

during the profit compensation period, if the net profit attributable to the owner of the parent company after deducting non recurring profits and losses realized by Weichuang automation is more than 20% (excluding) lower than the net profit commitment, the performance commitment subject shall undertake joint and several compensation, and the performance commitment subject shall compensate with the shares obtained in this transaction. If the shares are insufficient to compensate, it shall compensate with the cash consideration obtained in this transaction. The upper limit of performance commitment subject compensation is the sum of cash and share consideration obtained in this exchange

the number of shares to be compensated is calculated according to the following formula: the number of shares to be compensated = (net profit commitment, actual net profit) net profit commitment, the underlying asset transaction price, and the issuance price. The amount of cash compensation is calculated according to the following formula: the amount of compensation = (the number of shares that should be compensated and the issued price of the compensated shares)

if Wuyang technology implements the increase or share distribution during the performance commitment period, the number of compensated shares should be adjusted to 4 artificialeye materials: the number of compensated shares (after adjustment) = the number of compensated shares (1 + the proportion of increase or share distribution)