Group 1: Transaction Purpose and Integration Management - The transaction aims to enhance the operational efficiency of the listed company by acquiring Sichuan Jinfeng Paper Co., Ltd., which will become a wholly-owned subsidiary, allowing for better resource allocation and maximization of operational benefits [2][12] - The listed company plans to integrate business, assets, finance, personnel, and institutions with the target company post-acquisition to improve overall performance [2][12] - The acquisition is expected to help the listed company align with international tobacco development trends and increase its market share in international business [2][12] Group 2: Financial Impact and Profitability - The acquisition will lead to a decrease in the listed company's net profit and earnings per share due to significant depreciation and amortization of the target company's long-term assets [2][12] - The projected net profit for the listed company is expected to decline from 136.16 million yuan to 92.06 million yuan post-transaction, with earnings per share dropping from 0.46 yuan to 0.28 yuan [11][12] - The long-term asset appreciation and subsequent depreciation will impact the listed company's financial performance, but the effects are expected to diminish by 2026 as the target company improves its profitability [12][23] Group 3: Market Position and Competitive Advantage - The target company holds a special production license for cigarette paper, which is crucial for the listed company's product offerings and market positioning [2][12] - The acquisition will allow the listed company to enhance its production capacity and address existing capacity constraints, with a current utilization rate of 95.12% [15][16] - The geographical advantage of the target company, located in Chengdu, will reduce operational costs and improve logistics efficiency for the listed company, particularly for international markets [16][12] Group 4: Corporate Governance and Investor Protection - The listed company has established a robust corporate governance structure and will continue to enhance it post-acquisition to protect investor interests [19][20] - Measures will be implemented to ensure fair pricing and transparency in the transaction, including hiring independent financial and legal advisors [17][20] - The company has committed to strict information disclosure obligations and will provide updates on the transaction's progress to safeguard investor rights [17][20]

Core Viewpoint - The company plans to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. through a share issuance, which constitutes a related party transaction but does not qualify as a major asset restructuring under the relevant regulations [1][2]. Group 1: Transaction Overview - The transaction does not lead to a change in the actual controller of the company and does not constitute a restructuring listing [1]. - The company has completed responses to inquiries from the Shanghai Stock Exchange regarding the transaction [1]. Group 2: Key Revisions in the Report - The report includes updates on the issuance price of shares for the asset purchase based on the company's cash dividend [1][2]. - The report has been revised to include additional disclosures regarding the cost structure of the target company during the reporting period [2]. Group 3: Risk Factors - The report highlights potential risks including the target company's future profitability not meeting expectations, ongoing losses, and debt repayment risks [1][2].

Core Viewpoint - The response report from Mudanjiang Hengfeng Paper Co., Ltd. addresses the inquiries from the Shanghai Stock Exchange regarding the issuance of shares for asset acquisition and related transactions, detailing the purpose and management of the transaction, as well as the financial implications and operational integration plans. Group 1: Transaction Purpose and Management - The transaction aims to enhance operational efficiency by integrating the target company's production capabilities with Hengfeng Paper's existing operations, addressing capacity constraints and maximizing operational benefits [2][4]. - The management structure during the entrusted operation includes a joint management committee to oversee significant decisions, with profit-sharing based on the target company's audited net profit [2][4]. - The target company has a specialized production license for cigarette paper, which is expected to align with Hengfeng Paper's strategic goals in the tobacco industry [2][4]. Group 2: Financial Implications - The acquisition is projected to lead to a decrease in Hengfeng Paper's net profit and earnings per share due to increased depreciation and amortization from the target company's long-term assets [2][4]. - The financial data referenced in the report pertains to consolidated financial statements for the years 2022, 2023, and 2024, indicating a thorough financial analysis of the transaction's impact [1][2]. Group 3: Operational Integration Plans - Post-acquisition, Hengfeng Paper plans to integrate business operations, assets, and personnel with the target company to enhance overall efficiency and market competitiveness [2][4]. - The operational model will shift to a commissioned processing approach, where Hengfeng Paper will handle product development and sales, while the target company will focus on production management [6][7]. - The collaboration is expected to leverage the target company's geographical advantages for logistics and distribution, significantly reducing transportation costs for Hengfeng Paper's products [11][12]. Group 4: Industry Context - The special paper industry is experiencing steady growth, with global consumption projected to reach 29.5 million tons by 2028, indicating a favorable market environment for Hengfeng Paper's expansion [25][26]. - The tobacco industry is evolving towards higher-end and environmentally friendly products, creating opportunities for Hengfeng Paper to enhance its market share and product offerings [25][26]. - The competitive landscape is characterized by a concentration of market share among leading firms, necessitating strategic partnerships and regional expansions to meet growing demand [25][26].

Group 1 - The company plans to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. through a share issuance [1] - This transaction does not constitute a major asset restructuring as defined by the relevant regulations and will not change the actual controller of the company [1] - The company has responded to the inquiry letter from the Shanghai Stock Exchange regarding the share issuance and has made necessary revisions and supplements to the restructuring report and application documents [1][2] Group 2 - The transaction is subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission before implementation [2] - The company will fulfill its information disclosure obligations in a timely manner based on the progress of the transaction [2]

Core Viewpoint - The document discusses the response of Zhongyin International Securities Co., Ltd. regarding the review inquiry letter from the Shanghai Stock Exchange concerning the asset acquisition and related party transaction application of Mudanjiang Hengfeng Paper Co., Ltd. The response includes detailed explanations about the transaction's purpose, operational management, and the implications for both companies involved. Group 1: Transaction Purpose and Integration Management - The transaction aims to enhance operational efficiency by acquiring the target company, which has been struggling financially, and integrating its production capabilities with Hengfeng Paper's existing operations [1][2][3] - The target company has a production capacity of 270,000 tons per year and has been underutilized, which the acquisition aims to address by optimizing production distribution [1][2] - The collaboration is expected to align with international tobacco industry trends and increase market share in the international business sector [1][2][3] Group 2: Background and Reasons for the Trust Agreement - The target company has faced long-term operational difficulties, leading to its bankruptcy restructuring in 2012, and has since required external management expertise to improve its situation [4][5] - The partnership with Hengfeng Paper was chosen over other potential partners due to Hengfeng's strong market position and technical capabilities in the tobacco paper sector [5][6] - The trust agreement established a management framework where Hengfeng Paper would oversee the target company's operations, ensuring a structured approach to improving production and sales [6][7] Group 3: Financial and Operational Arrangements - The trust agreement stipulates that Hengfeng Paper will receive 30% of the target company's audited net profit after non-recurring losses as a management fee, incentivizing performance improvement [11][12] - The operational model includes a joint management committee to oversee significant decisions, ensuring that both companies maintain their operational independence while collaborating effectively [10][11] - The pricing model for products produced during the trust period is based on a cost-plus approach, which will transition to a more market-driven pricing strategy post-acquisition [12][14] Group 4: Future Expectations and Market Position - Post-acquisition, the target company is expected to enhance its product pricing power and operational independence, reflecting its strategic value to Hengfeng Paper [18][19] - The acquisition is anticipated to address capacity constraints faced by Hengfeng Paper, allowing for better alignment with market demands and improved profitability [19] - The overall market for specialty paper is expanding, and the acquisition positions Hengfeng Paper to capitalize on this growth by leveraging the target company's production capabilities and geographic advantages [19]

Core Viewpoint - The document discusses the review and response to the inquiry regarding the asset acquisition and related transactions of Mudanjiang Hengfeng Paper Industry Co., Ltd, focusing on the historical evolution of the target company and the implications of its financial restructuring [1][2]. Historical Evolution of the Target Company - The target company underwent bankruptcy restructuring in 2012, involving the merger of Jin Feng Paper and its subsidiaries, with new shareholders introduced during the restructuring [1]. - The restructuring plan was completed in 2016, but some overdue bank loans were not claimed during the process [1]. - In 2024, Jin Feng Paper acquired 100% equity of Henghua Thermal Power through a share transfer and subsequently merged with its subsidiaries [1][2]. - The company also underwent a spin-off, transferring unrelated assets and historical losses to Shengyuan Paper [1][2]. Financial Data and Debt Management - The overdue bank loans are still within the statute of limitations, and creditors retain the right to claim under the restructuring plan [2]. - The financial data before and after the mergers and spin-offs, including the allocation of assets and liabilities, is crucial for understanding the company's financial health [2][3]. Debt-to-Equity Swap - The debt-to-equity swap by Zhujing Paper was necessary due to Jin Feng Paper's negative net assets and inability to repay debts [5]. - The swap is expected to enhance Jin Feng Paper's business prospects, with the company showing signs of recovery post-restructuring [5][6]. Valuation and Assessment - The asset valuation was conducted using the asset-based approach, resulting in a significant increase in asset value, particularly in fixed assets and land use rights [9][12]. - The assessment indicated a net asset increase of 19,603.72 million yuan, with a valuation increase rate of 272.20% [9][12]. - The valuation process considered various factors, including construction costs, market conditions, and the economic lifespan of the assets [12][19]. Legal and Compliance Considerations - The document emphasizes the need for independent financial advisors, lawyers, and accountants to verify the compliance and accuracy of the financial assessments and restructuring processes [3][9]. - The legal implications of the debt allocation during the spin-off and the potential risks associated with pre-spin-off debts are highlighted [4][5].

Core Viewpoint - The report outlines the independent financial advisory opinion regarding Mudanjiang Hengfeng Paper Co., Ltd.'s issuance of shares to acquire assets and related transactions, emphasizing the legality, compliance, and fairness of the transaction for all shareholders [1][2][3]. Summary by Sections Independent Financial Advisor Declaration - The independent financial advisor, Zhongyin International Securities Co., Ltd., confirms no conflict of interest with the transaction parties and asserts the independence of its opinions [1][2]. - The advisor has conducted due diligence and is responsible for the accuracy and completeness of the report [2][3]. Transaction Overview - The transaction involves the issuance of shares to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. for a total price of 268.0562 million yuan [8][10]. - Jinfeng Paper specializes in high-grade cigarette paper and related products, aligning with Hengfeng Paper's core business [12][13]. Financial Impact - The transaction is expected to enhance Hengfeng Paper's production capacity and market presence, particularly in the southwestern region of China, which is crucial for tobacco production [16][17]. - Post-transaction, the total assets of Hengfeng Paper are projected to increase by 12.85%, and total liabilities by 22.65%, indicating a significant impact on the company's financial structure [14][15]. Shareholding Structure - After the transaction, the shareholding structure will change, with Jinfeng Paper and its controlling party holding 9.81% of Hengfeng Paper's shares, while Hengfeng Group's shareholding will decrease from 29.93% to 27.00% [13][17]. Compliance and Approval - The transaction requires approval from relevant regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission, before implementation [11][12]. - The company has adhered to all necessary disclosure obligations and has engaged qualified intermediaries to ensure fairness in the transaction [19][20]. Investor Protection Measures - Hengfeng Paper will implement measures to protect the rights of minority shareholders, including strict adherence to information disclosure requirements and the establishment of a robust governance structure [19][21]. - The company plans to enhance its profit distribution policy to ensure reasonable returns for investors [21][22].

Core Viewpoint - The legal opinion regarding the asset acquisition and related transactions of Mudanjiang Hengfeng Paper Co., Ltd. emphasizes the compliance with national industrial policies and legal regulations, as well as the operational independence of the target company during the management period [1][2][3]. Group 1: Management and Control - During the management period, the target company's shareholders' meetings and board operations were conducted independently, with the management committee not able to exercise the rights of the shareholders' meeting or board [6][9][11]. - The target company is controlled by Zhujiang Paper Industry and its actual controller Zhang Hua, with the listing company not holding any equity in the target company [11][12]. - The management committee, established under the entrusted management agreement, is a temporary internal body and cannot replace the board's authority [10][13]. Group 2: Regulatory Compliance - The target company has obtained a tobacco monopoly production enterprise license, with the latest renewal valid until May 2029, confirming its legal and effective status [15][21]. - The target company's main business activities align with national industrial policies, as it produces cigarette paper and other specialty papers, which are not classified as restricted or eliminated industries [21][22]. - The transaction complies with environmental protection laws, land management regulations, and antitrust laws, with no violations reported during the operational period [22][23]. Group 3: Financial and Operational Aspects - The target company has a history of financial difficulties, including overdue bank loans, but the restructuring plan allows for potential recovery and compliance with creditor claims [24][26]. - The transaction is expected to enhance the listing company's operational efficiency and market share in the international tobacco industry, addressing production capacity constraints [3][5]. - The listing company plans to integrate business, assets, and personnel post-transaction to maximize operational benefits [3][4].

A 股股票代码：600356 证券简称：恒丰纸业 上市地点：上海证券交易所 牡丹江恒丰纸业股份有限公司 发行股份购买资产暨关联交易报告书（草案） 摘要（修订稿） | 项目 | 交易对方名称 | | --- | --- | | 发行股份购买资产 | 四川福华竹浆纸业集团有限公司 | | | 张华 | 独立财务顾问 二〇二五年八月 牡丹江恒丰纸业股份有限公司发行股份购买资产暨关联交易报告书（草案）摘要（修订稿） 声 明 本部分所述词语或简称与摘要"释义"所述词语或简称具有相同含义。 一、上市公司声明 公司及全体董事和高级管理人员在本次重组过程中提供的有关信息真实、 准确和完整，不存在任何虚假记载、误导性陈述或者重大遗漏，并对所提供信 息的真实性、准确性和完整性承担个别和连带的法律责任。如因提供的信息存 在虚假记载、误导性陈述或重大遗漏，给公司或者投资者造成损失的，将依法 承担赔偿责任。 公司及全体董事和高级管理人员将及时提交本次重组所需的文件及资料， 同时承诺所提供纸质版和电子版资料均真实、完整、可靠，有关副本材料或者 复印件与原件一致，文件上所有签字与印章皆真实、有效，复印件与原件相符。 公司全体董事和高级管理 ...

A 股股票代码：600356 证券简称：恒丰纸业 上市地点：上海证券交易所 牡丹江恒丰纸业股份有限公司 发行股份购买资产暨关联交易报告书（草案） （修订稿） | 项目 | 交易对方名称 | | --- | --- | | 发行股份购买资产 | 四川福华竹浆纸业集团有限公司 | | | 张华 | 独立财务顾问 二〇二五年八月 牡丹江恒丰纸业股份有限公司发行股份购买资产暨关联交易报告书（草案）（修订稿） 声 明 本部分所述词语或简称与本重组报告书"释义"所述词语或简称具有相同 含义。 一、上市公司声明 公司及全体董事和高级管理人员在本次重组过程中提供的有关信息真实、 准确和完整，不存在任何虚假记载、误导性陈述或者重大遗漏，并对所提供信 息的真实性、准确性和完整性承担个别和连带的法律责任。如因提供的信息存 在虚假记载、误导性陈述或重大遗漏，给公司或者投资者造成损失的，将依法 承担赔偿责任。 公司及全体董事和高级管理人员将及时提交本次重组所需的文件及资料， 同时承诺所提供纸质版和电子版资料均真实、完整、可靠，有关副本材料或者 复印件与原件一致，文件上所有签字与印章皆真实、有效，复印件与原件相符。 公司全体董事和高级管 ...