二〇二五年八月 安源煤业集团股份有限公司 安源煤业集团股份有限公司 ANYUAN COAL INDUSTRY GROUP CO., LTD. 2025年第二次临时股东大会会议资料 2025年第二次临时股东大会议程 现场会议时间：2025 年 8 月 11 日（星期一）14:00； 网络投票时间：2025 年 8 月 11 日。 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股东 大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联 网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 现场会议地点：江西省南昌市南昌高新技术产业开发区火炬大街 188 号公司 10 楼 会议室。 会议主持人：安源煤业董事长。 会议议程： 一、大会开始，主持人介绍本次股东大会现场会议的出席情况； 会议主持人 二、宣读安源煤业 2025 年第二次临时股东大会会议须知； 会议主持人 三、宣读、审议议案： 1.审议《关于本次重大资产置换暨关联交易符合相关法律、法规规 定的议案》 会议主持人 2.审议《关于本次重大资产置换暨关联交易方案的议案》 3.审议《关 ...

Investment Rating - The report maintains a "Buy" rating for the companies involved in the tungsten industry, specifically recommending Zhongtung High-tech and Anyuan Coal Industry [4]. Core Viewpoints - The tungsten price is expected to continue rising due to tight supply and demand dynamics, with significant price increases observed in various tungsten products as of early August [1][2]. - The report identifies three main reasons for the strong performance of tungsten prices: the manufacturing sector is at a cyclical bottom, low inventory levels prompting restocking, and a recovery in export demand since June [2][3]. - The long-term outlook for tungsten prices remains positive due to persistent supply constraints and the scarcity of resources, which is likely to elevate the price center [4]. Summary by Sections Market Prices - As of August 5, 2023, black tungsten concentrate prices reached 194,500 CNY/ton, up 12% from early July; APT prices were 285,000 CNY/ton, up 13%; and tungsten carbide powder prices were 422,500 CNY/ton, up 14% [1]. Long-term Quotes - Major companies have set long-term quotes close to market prices, indicating ongoing raw material shortages. For instance, Xiamen Tungsten's APT quote was 279,500 CNY/ton, while Zhangyuan Tungsten's black tungsten concentrate was quoted at 192,500 CNY/ton [2][3]. Supply and Demand Dynamics - The report notes that the domestic tungsten price remains strong despite the normal output from the Bakuta tungsten mine in Kazakhstan, which has a capacity of nearly 10,000 tons of tungsten concentrate per year. The market has absorbed this supply increase without significant price drops [3]. Investment Recommendations - The report suggests that short-term price elasticity will be driven by restocking and export recovery, while long-term supply issues will support higher tungsten prices. Recommended stocks include Zhongtung High-tech and Anyuan Coal Industry, with related stocks being Xiamen Tungsten, Zhangyuan Tungsten, and Xianglu Tungsten [4].

Investment Rating - The investment rating for the tungsten industry is "Outperform the Market" (maintained) [1] Core Viewpoints - The tungsten industry chain extends from exploration and mining of tungsten ore to smelting and deep processing, ultimately applied in various industrial fields. The upstream focuses on black and white tungsten ore, while the midstream involves the smelting of tungsten concentrate, ammonium paratungstate (APT), and tungsten powder. The downstream includes the processing of tungsten materials, tungsten wires, and hard alloys, with demand coming from sectors like machinery manufacturing, automotive, and electronics [2][6] - As of July 23, 2023, the prices for tungsten products have seen significant increases compared to the beginning of the year, with black tungsten concentrate at 185,000 RMB/ton (up 29.4%), APT at 272,000 RMB/ton (up 28.9%), tungsten powder at 405 RMB/kg (up 28.2%), and tungsten carbide powder at 395 RMB/kg (up 27.0%) [2][16] - The supply of tungsten is tightening, with the first batch of mining indicators for 2023-2025 showing a decrease in quotas, leading to expectations of a supply shortage. China's tungsten resources are abundant, holding the world's largest tungsten reserves and production, but total control policies have gradually lowered production levels [2][29] - Demand for tungsten is expected to grow, particularly in the fields of new energy vehicles and military applications, with the APT operating rate at historical highs. The demand for high-end hard alloys is resilient, supporting mid-to-high-end tungsten prices [2][16] - The tungsten supply-demand balance indicates a projected shortage of 2,919 tons in 2025, with prices expected to continue rising. Demand is anticipated to grow at a rate of 4.9% to 6.3% from 2025 to 2027, while supply is expected to increase by only 2,000 tons annually [2][16] - Key companies in the tungsten industry include Xiamen Tungsten, which has a full industry chain layout and is rapidly increasing its photovoltaic tungsten wire production; Zhongtung High-tech, a leader in hard alloys with significant raw material supply advantages; and Zhangyuan Tungsten, which has prominent resource advantages and improved deep processing profitability [2][16] Summary by Sections Tungsten Price Review - The tungsten prices have shown a steady increase over the past five years, correlating positively with PMI [9][12] Supply: Decrease in Mining Indicators - The first batch of mining indicators for 2023-2025 shows a reduction, with 2025's indicators down by 6.45%. This reduction reinforces expectations of a tight supply [2][16] Demand: Growth Driven by Photovoltaic Tungsten Wire - The demand for tungsten is expected to increase, particularly in high-end applications, with a projected consumption of 71,000 tons in 2024, reflecting a growth rate of 3.5% [2][6] Supply-Demand Balance: Expanding Shortage - The tungsten supply-demand balance indicates a growing shortage, with projected deficits increasing from 2,919 tons in 2025 to 9,020 tons by 2027 [2][16] Company Analysis - Xiamen Tungsten is expanding its photovoltaic tungsten wire production, while Zhongtung High-tech is a leader in hard alloys with strong raw material supply advantages [2][16]

一、说明会类型 证券代码：600397 证券简称：安源煤业 公告编号：2025-065 安源煤业集团股份有限公司 关于召开重大资产重组投资者说明会的公告 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： 安源煤业集团股份有限公司（以下简称"公司"）于 2025 年 7 月 25 日召开第 九届董事会第三次会议，审议通过了《关于<安源煤业集团股份有限公司重大资 产置换暨关联交易报告书（草案）（修订稿）>及其摘要的议案》等议案，具体 内容详见公司于2025年 7月26 日在上海证券交易所网站（http://www.sse.com.cn） 披露的《安源煤业集团股份有限公司重大资产置换暨关联交易报告书（草案）（修 订稿）》及其摘要等相关公告。为了便于广大投资者更全面深入地了解本次重大 资产重组相关情况。公司计划于 2025 年 8 月 6 日上午 10:15-11:15 召开重大资产 重组投资者说明会，就投资者关心的问题进行交流。 1 / 3 会议召开时间：2025 年 8 月 6 日（星期三）10:15-11:15 会 ...

Group 1 - The company, Anyuan Coal Industry Group Co., Ltd., is convening its second extraordinary general meeting of shareholders in 2025 on August 11, 2025, at 14:00 [1][2] - The meeting will take place at the company's conference room located at 188 Torch Avenue, Nanchang High-tech Industrial Development Zone, Jiangxi Province [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The agenda for the meeting includes several proposals, such as major asset replacement and related party transactions, which have been approved by the company's board and supervisory board in previous meetings [3][4] - The voting will be conducted through a combination of on-site and online methods, allowing shareholders to participate via the designated platforms [2][3] - Shareholders must register to attend the meeting, with the registration period set for August 6, 2025, from 9:00 to 17:00 [5][6] Group 3 - The company has outlined specific voting procedures for shareholders holding multiple accounts, ensuring that votes are counted accurately across all accounts [4] - The company has also provided details on the necessary documentation for registration, including identification and authorization letters for representatives [5][6] - The meeting will include discussions on the company's financing guarantees for affiliated enterprises, which are part of the proposed agenda [3][7]

Core Viewpoint - The company, Anyuan Coal Industry Group Co., Ltd., is undergoing a significant asset swap and related party transaction, which involves exchanging its coal-related assets for a 57% stake in Ganzhou Jinhui Magnetic Selection Technology Co., Ltd. This transaction aims to transform the company's core business from coal mining to magnetic selection equipment manufacturing, enhancing its asset quality and profitability [1][10][11]. Group 1: Transaction Overview - The transaction involves the swap of all remaining assets and liabilities of the company, excluding retained assets and liabilities, for an equivalent value of the 57% stake in Jinhui Magnetic Selection [8][10]. - The transaction price for the assets being swapped is approximately 36,869.86 million yuan for the incoming assets and 36,977.10 million yuan for the outgoing assets [8][10]. - The transaction is classified as a major asset restructuring and constitutes a related party transaction [8][10]. Group 2: Financial Impact - Before the transaction, the company's total assets were approximately 581,201.75 million yuan, with total liabilities of 580,556.04 million yuan. Post-transaction, total assets are expected to decrease to about 87,133.38 million yuan, and total liabilities to approximately 48,521.21 million yuan [11][12]. - The company's net profit is projected to improve from a loss of 12,075.35 million yuan before the transaction to a profit of 497.20 million yuan afterward [11][12]. - Key financial ratios such as the asset-liability ratio will significantly decrease from 99.89% to 55.69%, indicating improved financial health [12]. Group 3: Business Transformation - The company's core business will shift from coal mining to the research, production, and sales of magnetic selection equipment, which is expected to align with market demands in the mining and environmental sectors [10][11]. - The magnetic selection equipment industry is experiencing growth due to increasing global demand for mineral resources and environmental regulations [10][11]. Group 4: Governance and Compliance - The transaction has undergone necessary decision-making and approval processes, including approval from the board of directors [13]. - The company has committed to ensuring fair pricing and compliance with relevant regulations throughout the transaction process [15][16]. - Independent financial and legal advisors have been engaged to ensure the transaction's fairness and transparency [15][19].

证券代码：600397 证券简称：安源煤业 公告编号：2025-063 安源煤业集团股份有限公司 关于 2025 年度江储中心和江能物贸联合为江西煤业 融资提供担保的公告 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： ●被担保人：安源煤业集团股份有限公司（以下简称"公司"）全资子公司 江西煤业集团有限责任公司（以下简称"江西煤业"），非公司关联人。 ●本次担保由被担保人以其拥有的全部资产提供反担保。 ●对外担保逾期的累计数量：无。 ●本担保事项尚需提交公司 2025 年第二次临时股东大会审议。 ●特别风险提示：截至 2025 年 7 月 25 日，公司及控股子公司实际已办理的 担保余额为 101,668 万元、公司对控股子公司实际已办理的担保余额为 71,090 万元，上述担保余额分别占公司最近一期经审计归属于母公司净资产的 429.19%、 的情况。敬请投资者关注担保风险。 一、担保情况概述 （一）担保基本情况 江西江能物贸有限公司继续为江西煤业集团有限责任公司融资提供担保的议案》， 同意江能物贸继续为江西 ...

Core Viewpoint - The report outlines the independent financial advisory services provided by CITIC Securities for the major asset swap and related transactions involving Anyuan Coal Industry Group Co., Ltd, emphasizing the transaction's potential to enhance the company's asset quality and financial stability [1][11]. Group 1: Transaction Overview - The transaction involves the swap of all remaining assets and liabilities of Anyuan Coal, excluding retained assets, for a 57% stake in Ganzhou Jinhui Magnetic Selection Technology Co., Ltd [9][10]. - The estimated value of the assets to be swapped is approximately 36,869.86 million yuan for the assets being disposed of and 36,977.10 million yuan for the assets being acquired [9][21]. - The transaction is structured as an asset swap, with cash adjustments for any valuation differences [9][10]. Group 2: Financial Impact - The transaction is expected to significantly improve the company's financial metrics, including a reduction in the asset-liability ratio from 99.89% to 55.69% post-transaction [10]. - The projected net profit for the company is expected to turn positive, with basic earnings per share improving from -0.28 yuan to 0.03 yuan after the transaction [10][15]. - The transaction aims to enhance the company's operational capabilities and market position in the mining equipment sector, particularly in magnetic separation technology [10][11]. Group 3: Regulatory Compliance - CITIC Securities has confirmed compliance with relevant regulations and has conducted thorough due diligence to ensure the accuracy of the transaction's disclosures [3][4]. - The transaction requires approval from the company's board and relevant regulatory bodies, with a commitment to transparency and adherence to legal requirements throughout the process [12][19]. - The independent financial advisor has committed to maintaining confidentiality and avoiding conflicts of interest during the advisory process [4][19]. Group 4: Stakeholder Commitments - The controlling shareholder, Jiang Tung Holdings, has expressed support for the transaction, highlighting its potential to improve the company's asset quality and financial health [11][12]. - There are commitments from the company's management to protect the interests of minority shareholders and ensure fair pricing in the transaction [11][12]. - The company has established measures to enhance governance and operational efficiency post-transaction, aiming to provide stable returns to investors [16][17].

Group 1 - The company plans to replace assets and conduct related transactions, involving the exchange of 57% of the shares of Jinhuan Magnetic Selection and a cash supplement for the difference [2][3] - The company intends to repay financial liabilities of 661 million yuan before the notice of the shareholders' meeting [3][4] - The remaining 43% of the shares will be held by four employee stock ownership platforms [2] Group 2 - As of December 31, 2024, the company has financial liabilities of 660.76 million yuan, which have been repaid using self-funds, new bank loans, and support from the controlling shareholder [4][5] - The company retains liabilities with specific creditors, and the repayment plan includes using retained cash of 62.94 million yuan and dividends from subsidiaries [4][6] - The company has committed to ensuring timely repayment of retained debts through funding and guarantees from the controlling shareholder [5][6] Group 3 - The company’s financial ratios before and after the transaction indicate an improvement in liquidity and a significant reduction in the debt-to-asset ratio [6][7] - The current ratio improved from 0.36 to 1.27, and the quick ratio increased from 0.34 to 0.47, while the debt-to-asset ratio decreased from 97.83% to 55.87% [6][7] - The transaction is expected to significantly reduce the company's debt repayment pressure [6][7] Group 4 - The company’s inventory mainly consists of raw materials, work-in-progress, and finished goods, with a significant portion being customized products [11][12] - The revenue from customized products accounted for 78.54% to 83.45% of total revenue over the past three years, indicating a strong reliance on customized production [11][12] - The average production cycle for major products varies, with some requiring up to 150 days for completion [11][12] Group 5 - The company has a structured payment arrangement with clients to mitigate risks associated with long acceptance periods for customized products [20][21] - The payment terms typically involve milestone payments based on contract signing, delivery, acceptance, and warranty completion [20][21] - The company has maintained a low risk of customer defaults, with good repayment performance from major clients [20][21]

深圳市鹏信资产评估土地房地产估价有限公司关于上海证券交易所《关于安 源煤业集团股份有限公司重大资产置换暨关联交易草案信息披露的问询函》(上 证公函《2025】1022 号)评估相关问题的回复之核查意见 上海证券交易所: 贵所于 2025年 7 月 11 日下发了《关于安源煤业集团股份有限公司重大资产 置换暨关联交易草案信息披露的问询函》(上证公函《2025】1022 号)(以下简称 "问询函"),根据《间询函》的相关要求,安源煤业集团股份有限公司(以下 简称:上市公司组织对问询函进行了回复,深圳市鹏信资产评估土地房地产估价 有限公司作为上市公司重大资产置换项目置入资产的评估机构,就上市公司对贵 所所提问题的回复进行了认真核查,对《问询函》中需评估师核查的问题回复出 具了本核查意见,请予审核。 如无特别说明,本回复中的简称或名词的释义与《安源煤业集团股份有限公 司重大资产置换暨关联交易报告书(草案)》保持一致。 二、关于标的公司的估值。草案显示,标的公司金环磁选评估采用资产基 础法和收益法,并选择收益法为最终评估方法,基准日 2024年12月 31日,评 估结果为 6.47 亿元,增值率 46.76%。历史交易 ...