Group 1 - The core point of the news is that Anyuan Coal Industry plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for a 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd., aiming to transform its business and improve asset quality and profitability [1] - The transaction will result in Anyuan Coal's asset-liability ratio decreasing from 97.83% to 55.87% by the end of 2024, indicating a significant improvement in financial health [1] - The restructuring aligns with national policies encouraging mergers and acquisitions by listed companies, aiming to inject quality assets into state-owned enterprises to foster new productive forces [1] Group 2 - Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. specializes in the research, production, and sales of magnetic separation equipment, including permanent magnet and electromagnetic separators [2] - The company has a strong research and innovation capability, with its products widely used in industries such as iron ore, non-ferrous metals, and non-metallic minerals, serving over 2,000 clients globally [2] - The magnetic separation equipment market is expected to grow due to increasing global demand for mineral resources and stricter environmental regulations, with a focus on intelligent and efficient solutions [2]

Core Viewpoint - Anyuan Coal Industry is exiting the coal industry and transitioning to the magnetic separation industry through an asset swap with Jiangxi Tungsten Development, which involves the exchange of assets valued at approximately 3.7 billion yuan and 3.69 billion yuan respectively [1][3][4]. Group 1: Company Transition - The company is facing significant operational pressure due to various factors, necessitating a business transformation to optimize its existing business structure [1][4]. - After the completion of the restructuring, Anyuan Coal Industry will divest its loss-making coal assets and shift its main business focus to the research, production, and sales of magnetic separation equipment [1][4]. Group 2: Financial Performance - Anyuan Coal Industry's revenue has declined from 89.16 billion yuan in 2022 to 54.04 billion yuan in 2024, with net losses increasing significantly over the same period [4]. - The company reported net losses of 765.56 million yuan, 1.14 billion yuan, and 2.73 billion yuan for the years 2022, 2023, and 2024 respectively, indicating a need for urgent business transformation [4]. Group 3: Asset Swap Details - The asset swap involves Anyuan Coal Industry exchanging all remaining assets and liabilities, except for retained assets and liabilities, with Jiangxi Tungsten Development's 57% stake in Jinhui Magnetic Separation [3][5]. - The overall valuation of Jinhui Magnetic Separation is approximately 6.47 billion yuan, with a transaction price for the 57% stake set at 3.69 billion yuan [3][5]. Group 4: Future Profitability and Risk Reduction - Jinhui Magnetic Separation is expected to generate a combined net profit of no less than 1.66 billion yuan from 2025 to 2027, which will significantly improve the profitability of Anyuan Coal Industry [2][6]. - The asset-liability ratio of Anyuan Coal Industry is projected to decrease from 97.83% to 55.87% post-transaction, thereby reducing the company's debt risk [2][5]. Group 5: Jinhui Magnetic Separation Overview - Jinhui Magnetic Separation has over 30 years of experience in the magnetic separation industry and serves over 2,000 clients globally, including major mining and metallurgy companies [6][7]. - The company achieved revenues of 4.51 billion yuan and 4.83 billion yuan in 2023 and 2024, respectively, with net profits of 540.52 million yuan and 544.04 million yuan [6][7].

安源煤业集团股份有限公司 关于变更办公地址及联系方式的公告 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。 证券代码：600397 证券简称：安源煤业 编号：2025-050 | 变更事项 | 变更前 | 变更后 | | --- | --- | --- | | 办公地址 | 江西省南昌市西湖区 九州大街 1022 号 | 江西省南昌市南昌高新技术产 业开发区火炬大街 188 号 | | 邮政编码 | 330025 | 330096 | | 董事会秘书电话 | 0791-86316515 | 0791-86217659 | | 证券事务代表电话 | 0791-86316516 | 0791-86217659 | | 公司传真 | 0791-86230510 | 0791-86286570 | | 公司邮箱 | Aymyjt2012@163.com | aymyjt2025@163.com | 上述变更事项自本公告发布之日起正式启用，原联系方式自动停用，公司注册地址 保持不变，敬请广大投资者注意。 特此公告。 安源煤业集团股份有限 ...

Core Viewpoint - Anyuan Coal Industry plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for a 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd., aiming to transform its business and improve asset quality and profitability [1][2]. Group 1: Company Overview - Anyuan Coal Industry's current main business involves coal mining and trading, which will be entirely replaced by the magnetic separation equipment business after the transaction [2]. - The transaction will significantly reduce Anyuan Coal Industry's debt ratio from 97.83% to 55.87% post-completion, enhancing its financial stability [1]. Group 2: Industry Insights - Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. specializes in the research, production, and sales of magnetic separation equipment, which is crucial for resource recovery and cost reduction in mining [2][3]. - The magnetic separation equipment market is expanding due to increasing global demand for mineral resources and stricter environmental regulations, indicating a promising future for the industry [3]. - The company’s products are widely used in major mining and metallurgy enterprises, with a significant presence in the Belt and Road Initiative countries, highlighting its market reach and influence [3].

Core Viewpoint - The company intends to exchange its coal-related assets and liabilities for an equivalent portion of shares (85.5 million shares, representing 57% ownership) held by Jiangxi Jiangtong Holdings Development Co., Ltd. in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The cash difference will be settled between the parties involved [1]. Group 1 - The transaction is in compliance with the regulations outlined in the "Guidelines for the Supervision of Listed Companies No. 7" regarding major asset restructuring and abnormal trading [1]. - The board confirms that there are no parties involved in the transaction that are under investigation for insider trading related to this transaction, nor have they faced administrative penalties or criminal charges in the last 36 months [1]. - The relevant parties do not fall under the restrictions specified in the "Guidelines for the Supervision of Listed Companies No. 7" that would prevent them from participating in any major asset restructuring [1].

Group 1 - The company plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for an equivalent portion of 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. [1] - The difference in transaction prices between the assets to be exchanged will be compensated in cash by one party to the other [1] - The board has implemented strict confidentiality measures regarding the transaction, limiting information access to a small group of core management personnel [1][2] Group 2 - The company has established a record of insider information knowledge and created a memorandum of significant events, reporting relevant materials to the Shanghai Stock Exchange [1] - The board confirms that no insider trading occurred, and all involved parties adhered to confidentiality obligations without disclosing sensitive information to unrelated third parties [2]

Group 1 - The company plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The difference in transaction prices will be settled in cash [1][2] - The board has approved the proposal regarding the major asset swap and related transactions, with further details published in designated information disclosure media [1] - The company has established strict insider information management systems to control the range of informed personnel during negotiations, but risks of insider trading and stock price volatility still exist, which may lead to the suspension or termination of the transaction [1] Group 2 - The transaction is subject to formal approval from the state-owned assets regulatory authority, approval from the company's shareholders meeting, and other necessary approvals or authorizations, which introduces uncertainty regarding the timing and likelihood of these approvals [2] - The designated information disclosure media for the company includes China Securities Journal, Shanghai Securities Journal, Securities Daily, Securities Times, and the Shanghai Stock Exchange website [2]

Core Viewpoint - The company intends to exchange its coal-related assets and liabilities for an equivalent portion of shares (85.5 million shares, representing 57% ownership) from Jiangxi Jiangtong Holdings Development Co., Ltd. [1] Group 1: Independence of Assessment Institutions - The assessment institutions hired by the company, Shenzhen Pengxin Asset Appraisal and Northern Asia Asset Appraisal, meet the legal requirements for providing securities services and have no conflicts of interest with the transaction parties [1][2] - The assessment institutions and their evaluators maintain objectivity and independence in their evaluations [1] Group 2: Reasonableness of Assessment Assumptions - The assumptions made in the asset assessment report comply with national laws and market practices, reflecting the actual situation of the assessed assets [1] Group 3: Relevance of Assessment Methods to Objectives - The purpose of the asset assessment is to determine the market value of the target assets as of the assessment date, providing a reasonable pricing reference for the transaction [1] - The assessment methods used include the asset-based approach for the assets being divested and both asset-based and income approaches for the assets being acquired, with the income approach being selected as the conclusion for the latter [1] Group 4: Fairness of Assessment Pricing - The assessment followed necessary procedures and principles of independence, objectivity, and fairness, resulting in an assessment that accurately reflects the actual situation of the assessed assets [2] - The board believes that the selected assessment institutions are independent, the assumptions are reasonable, the methods are relevant to the objectives, and the results are fair [2]

Core Viewpoint - The company plans to exchange its coal-related assets and liabilities for a 57% stake in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Jiangtong Holdings Development Co., Ltd., with cash adjustments for any price differences [1][2]. Group 1: Asset Transactions - The company will transfer all assets and liabilities of its wholly-owned subsidiary, Jiangxi Coal Industry Group Co., Ltd. Shanzhuang Coal Mine, to its original controlling shareholder, Jiangxi Energy Group Co., Ltd., for a price of 197.2162 million yuan, based on an assessment as of May 31, 2024 [1]. - Jiangxi Energy Group will assume the company's debt of 429.2956 million yuan related to the Shanzhuang Coal Mine, and after the transfer, the company will no longer hold any assets or liabilities related to the mine [1]. - This transaction is classified as a related party transaction but does not constitute a major asset restructuring [1]. Group 2: Land Acquisition - The company has agreed with the Anyuan District government to sign a land acquisition and compensation agreement for a total area of 228.18 acres, with a total price of 35.5496 million yuan, including 32.0391 million yuan for land and 3.5105 million yuan for surface assets [2]. - This land acquisition does not qualify as a related party transaction or a major asset restructuring and does not require shareholder approval [2]. - There are no other significant asset purchases or sales by the company in the past 12 months that relate to this transaction [2].

Group 1 - The company plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd.'s 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. The difference in transaction prices will be settled in cash [1][2] - The board of directors has confirmed that all necessary legal procedures for the transaction have been completed, ensuring compliance with relevant laws and regulations [2][3] - The company has submitted legal documents related to the transaction, which are declared to be legitimate and effective, with no false statements or significant omissions [3] Group 2 - Independent directors have approved the transaction, and relevant proposals have been submitted to the board for review [2] - The company has continuously disclosed the progress of the transaction through announcements on May 1 and May 31, 2025 [2] - The board believes that the legal procedures for the transaction are complete, legal, and effective, in accordance with the company's articles of association and applicable regulations [3]