Key Points Summary Core Viewpoint Sichuan Hongda Co., Ltd. is issuing 609,600,000 shares at a price of 4.68 RMB per share, raising a total of approximately 2.85 billion RMB to enhance its capital structure and support its operational needs [1][9][14]. Group 1: Issuance Details - The total number of shares to be issued is 609,600,000 [1][9]. - The issuance price is set at 4.68 RMB per share, which is not lower than 80% of the average trading price over the previous 20 trading days [9][14]. - The total funds raised amount to approximately 2.85 billion RMB, with a net amount of about 2.83 billion RMB after deducting issuance costs [1][9][14]. Group 2: Share Listing and Lock-up Period - The newly issued shares will be listed on the Shanghai Stock Exchange after a lock-up period of 36 months from the issuance date [1][10][16]. - The lock-up period applies to shares acquired by the specific investors, including any shares derived from stock dividends or capital increases [1][10]. Group 3: Company Background and Business Operations - Sichuan Hongda Co., Ltd. was established on June 30, 1994, and is primarily engaged in phosphate chemical and non-ferrous metal zinc smelting [4][6]. - The company’s main products include phosphate fertilizers, compound fertilizers, and zinc ingots, with a focus on research, production, and sales [4][6]. Group 4: Financial Information - As of March 31, 2025, the company reported total assets of approximately 227.62 billion RMB and total liabilities of about 188.64 billion RMB [20]. - The company’s revenue for the first quarter of 2025 was approximately 82.16 million RMB, with a net loss of about 3.59 million RMB [20][22]. Group 5: Shareholder Structure - Following the issuance, the total share capital will increase to approximately 2.64 billion shares, with the controlling shareholder remaining Shudao Group [20][23]. - Shudao Group has committed to not transferring or disposing of its shares for 18 months post-listing [20].

股票简称：宏达股份 股票代码：600331 四川宏达股份有限公司 向特定对象发行股票 上市公告书 保荐人（主承销商） （广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座） 二〇二五年七月 特别提示 一、发行股票数量及价格 （一）发行数量：609,600,000 股 （二）发行价格：4.68 元/股 （三）募集资金总额：人民币 2,852,928,000.00 元 （四）募集资金净额：人民币 2,834,758,430.19 元 二、新增股票上市安排 本次发行新增股份在其限售期届满的次一交易日起在上海证券交易所主板 上市交易（预计上市时间如遇法定节假日或休息日，则顺延至其后的第一个交易 日）。 三、发行对象限售期安排 发行对象认购的本次向特定对象发行的股票，自本次发行股票上市之日起36 个月内不得转让。自本次发行股票上市之日起至解除限售之日止，发行对象就其 所认购的本次发行的股票，因公司送股、资本公积金转增股本等形式所衍生取得 的股票亦应遵守上述限售安排。 若上述股份限售安排与中国证监会、上交所等监管部门的最新监管意见不相 符，将根据相关监管意见进行调整。 四、本次发行完成后，公司股权分布符合上海证券 ...

中信证券股份有限公司 关于四川宏达股份有限公司 向特定对象发行股票 之 上市保荐书 保荐人（主承销商） 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 二〇二五年七月 、 本上市保荐书中，除上下文另有所指，释义与《四川宏达股份有限公司向特 定对象发行股票募集说明书》相同。 1 四川宏达股份有限公司 上市保荐书 一、发行人基本情况 四川宏达股份有限公司 上市保荐书 声 明 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）接受四川宏 达股份有限公司（以下简称"宏达股份"、"发行人"或"公司"）的委托，担 任其向特定对象发行股票的保荐人。 保荐人及其保荐代表人根据《中华人民共和国公司法》（以下简称"《公司 法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公司证 券发行注册管理办法》（以下简称"《注册管理办法》"）等法律法规和中国证 券监督管理委员会（以下简称"中国证监会"）及上海证券交易所（以下简称"上 交所"）的有关规定，诚实守信，勤勉尽责，严格按照依法制定的业务规则和行 业自律规范出具上市保荐书，并保证所出具文件真实、准确、完整。 （一）发行人基本情况 | 中文名称 | ...

证券代码：600331 证券简称：宏达股份 公告编号：临 2025-062 四川宏达股份有限公司 关于向特定对象发行股票发行结果暨股本变动公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示: 四川宏达股份有限公司（以下简称"公司"、"宏达股份"或"发行人"） 本次发行新增股份 609,600,000 股已于 2025 年 7 月 8 日在中国证券登记结算有 限责任公司上海分公司办理完毕股份登记手续。本次发行新增股份为有限售条件 流通股，自本次发行股票上市之日起 36 个月内不得转让，本次发行新增股份在 其限售期届满的次一交易日起在上海证券交易所主板上市交易（预计上市时间如 遇法定节假日或休息日，则顺延至其后的第一个交易日）。 资产过户情况 本次发行的股票全部以现金认购，不涉及资产过户情况。 一、本次发行概况 （一）本次发行履行的内部决策程序 2024 年 9 月 18 日，公司召开第十届董事会第七次会议，审议通过了《关于 公司符合向特定对象发行股票条件的议案》《关于公司向特定对象发行股票方案 的议案》等与本次发 ...

Group 1 - The core point of the news is that Shudao Group has increased its stake in Hongda Co., which is expected to alleviate the company's debt pressure and improve its financial structure through a capital increase of 2.85 billion yuan [2][4][3] - Hongda Co. plans to use the funds raised from the issuance to repay debts, including 423 million yuan in profit return and 223 million yuan in delayed performance payments, as well as short-term loans totaling 680 million yuan, resulting in a significant reduction in its high debt burden [3][4] - After the capital increase, Shudao Group's direct and indirect holdings in Hongda Co. will rise to 1.246 billion shares, increasing its ownership stake to 47.17% [2][4] Group 2 - Hongda Co. has experienced fluctuating profits in recent years, with a peak profit of only around 300 million yuan, indicating that the company is unlikely to resolve its debt issues solely through its own earnings [4][3] - The capital increase aims to optimize Hongda Co.'s capital structure and improve liquidity to enhance profitability, while also stabilizing Shudao Group's control over the company [4][3] Group 3 - Shudao Group, a large state-owned enterprise with total assets of 1.5 trillion yuan, has interests in various sectors, including energy and resources, which creates a competitive relationship with Hongda Co. in the mining and chemical sectors [5][4] - The Clear Peace Phosphate Mine, which is in direct competition with Hongda Co., has a production capacity of 1 million tons of phosphate rock per year and 200,000 tons of monoammonium phosphate, indicating significant overlap in their business operations [5][6] Group 4 - The total share capital of Hongda Co. will increase from 2.032 billion shares to 2.642 billion shares after the issuance, which may dilute earnings per share [8][7] - The company needs to inject larger and more profitable assets beyond just the Clear Peace Phosphate Mine to support its growth and profitability [8][7] Group 5 - The Dulong Copper Mine, considered one of the last undeveloped world-class copper mines in China, is expected to have an annual production capacity of 300,000 to 310,000 tons of copper, which could significantly enhance Hongda Co.'s profitability if developed successfully [9][11] - If the Dulong Copper Mine achieves a profit of 5 billion yuan, it could contribute over 1.6 billion yuan in investment income to Hongda Co., providing strong support for its earnings [11][10]

Group 1 - The company held its 13th meeting of the 10th Supervisory Board on July 4, 2025, via video communication, with all three supervisors present, ensuring compliance with relevant laws and regulations [1][2] - The Supervisory Board approved the proposal to use raised funds to replace self-raised funds previously invested in projects and to cover issuance expenses, totaling 965.415 million yuan and 523,600 yuan respectively, amounting to a total of 965.9386 million yuan [1][2] - The board also approved the proposal to deposit the remaining raised funds in the form of agreed deposits and notice deposits, confirming that this does not change the purpose of the raised funds or harm the interests of shareholders, particularly minority shareholders [2]

Core Viewpoint - The acquisition of Sichuan Hongda Co., Ltd. by Shudao Investment Group aims to alleviate financial difficulties, optimize capital structure, and enhance control stability over the company [5][6]. Group 1: Acquisition Purpose and Financial Situation - The acquisition aims to address the financial distress of the listed company, improve liquidity, and enhance profitability [5]. - As of the end of 2024, the listed company has outstanding debts including a principal repayment of 423.43 million yuan and delayed performance payments of 222.99 million yuan, alongside bank loans totaling 680.62 million yuan, resulting in a high debt-to-asset ratio of 82.87% [6]. - The acquisition will involve raising funds to repay debts, which is crucial for the company's financial health and risk management [6]. Group 2: Acquirer and Action Parties' Qualifications - Shudao Investment Group, established in May 2021, has a registered capital of 54.23 billion yuan and is wholly owned by Sichuan Development (Holding) Co., Ltd. [10]. - The action parties, including Sichuan Hongda Industrial Co., Ltd. and Sichuan Tianfu Chunxiao Enterprise Management Co., Ltd., are legally established entities with no significant legal or financial issues [12][17]. - The financial advisor confirms that the acquirer and action parties have the necessary qualifications and capabilities to conduct the acquisition [5][17]. Group 3: Financial Strength and Funding Sources - Shudao Group plans to subscribe to the stock issuance at a price of 4.68 yuan per share, acquiring 609.6 million shares for a total of 2.85 billion yuan [11]. - The funding will come from a combination of bank loans amounting to 2.282 billion yuan and self-owned funds of 571 million yuan, ensuring the legality and compliance of the funding sources [18]. - The financial advisor has verified the acquirer's financial stability and operational soundness, confirming their ability to proceed with the acquisition [11][18]. Group 4: Impact on Company Independence and Competition - The acquisition will not change the actual controller of the listed company, maintaining its operational independence [22]. - There exists a potential for competition between the listed company and Shudao Group's controlled entity, Qingping Phosphate Mine, which produces similar phosphate products [23][26]. - Shudao Group has committed to resolving any competitive issues through business integration and will not engage in new competitive activities against the listed company [26].

Summary of Key Points Core Viewpoint - The company, Sichuan Hongda Co., Ltd., is utilizing the raised funds through agreed deposits and notice deposits to enhance fund efficiency and shareholder returns while ensuring the safety and liquidity of the funds [1][2][5]. Fundraising Basic Information - The company has issued 609,600,000 shares at a price of RMB 4.68 per share, raising a total of RMB 2,834,758,430.19, verified by Sichuan Huaxin Accounting Firm [1][2]. Fund Usage - The total amount raised is RMB 285,292.80 million, with RMB 134,751.11 million allocated for debt repayment and RMB 150,541.69 million for working capital [2]. Fund Storage Method - The company will store the remaining funds (RMB 283,536.92 million) in agreed deposits and notice deposits to improve fund utilization efficiency while maintaining liquidity [2][3]. Risk Control Measures - The company has established a fund management system to ensure the effective and compliant operation of fund storage, with independent directors and supervisory boards having the authority to oversee fund usage [4]. Impact on the Company - The decision to store funds in agreed and notice deposits will not affect the normal use of the raised funds and is expected to enhance fund returns and overall company performance [4]. Review Procedures - Both the board of directors and the supervisory board have approved the storage method, confirming compliance with relevant regulations and ensuring no adverse impact on shareholder interests [4][5].

Group 1 - The acquisition is led by Shudao Group, which aims to optimize the capital structure of Hongda Co., improve liquidity, and enhance control over the company [13][14] - Shudao Group will acquire 609,600,000 shares of Hongda Co. at a price of 4.68 yuan per share, totaling approximately 2.85 billion yuan [16][17] - After the acquisition, Shudao Group will hold 1,245,914,805 shares, representing 47.17% of Hongda Co.'s total share capital [14][15] Group 2 - Shudao Group is a state-owned enterprise controlled by the Sichuan Provincial State-owned Assets Supervision and Administration Commission, with a registered capital of 54.226 billion yuan [6][7] - Hongda Co. has faced financial difficulties, including bankruptcy restructuring, but the restructuring plan has been approved and completed [9][13] - The financial data of Shudao Group shows total assets of approximately 150 billion yuan and net profit of about 590 million yuan for the latest fiscal year [8][9] Group 3 - The acquisition has been approved by the necessary corporate governance bodies, including the board of directors and the shareholders' meeting of Hongda Co. [14][15] - The acquisition is structured to ensure that the controlling shareholder and actual controller of Hongda Co. remain unchanged post-acquisition [14][15] - Shudao Group and its concerted actors have not faced any significant legal or administrative penalties in the last five years [9][11]

Core Viewpoint - The legal opinion letter confirms that Sichuan Hongda Co., Ltd. has complied with all necessary legal and regulatory requirements for its issuance of shares to a specific object, specifically its controlling shareholder, Shudao Group [3][12][17]. Group 1: Issuance Approval and Authorization - The internal decision-making process for the issuance included multiple resolutions and proposals, which were approved at the 2024 second extraordinary general meeting [11][12]. - The issuance has received necessary approvals from the Shanghai Stock Exchange and the China Securities Regulatory Commission (CSRC), confirming compliance with relevant regulations [12][14]. Group 2: Issuance Process and Results - The total number of shares issued is 609,600,000, which does not exceed 30% of the company's total share capital prior to the issuance [13][15]. - The issuance price is set at RMB 4.68 per share, which is not lower than 80% of the average trading price over the previous 20 trading days [13][14]. - The total amount raised from the issuance is RMB 2,852,928,000, with a net amount of RMB 2,834,758,430.19 after deducting issuance costs [14][15]. Group 3: Subscription Object - The subscription object for this issuance is Shudao Investment Group Co., Ltd., which is the controlling shareholder of Sichuan Hongda [16][17]. - Shudao Group's funds for the subscription are sourced entirely from its own or legally raised funds, ensuring compliance with relevant regulations [16][17]. Group 4: Conclusion - The legal opinion concludes that the issuance process, related agreements, and the qualifications of the subscription object are all in accordance with applicable laws and regulations, confirming the legality and validity of the issuance [17][18].