Core Viewpoint - AnYuan Coal Industry Group Co., Ltd. is undergoing a significant asset restructuring, involving the exchange of coal-related assets and liabilities with Jiangxi Jiangtong Holdings Development Co., Ltd. for shares in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. [2] Group 1: Asset Restructuring Details - The proposed restructuring involves the exchange of assets valued equivalently, with cash adjustments for any price differences [2] - The independent financial advisor, CITIC Securities, conducted a thorough review of the company's performance anomalies prior to the restructuring [2] Group 2: Commitments and Compliance - AnYuan Coal has made several commitments regarding its operational independence, including maintaining separate financial and operational structures from its controlling shareholder [4][12] - The company guarantees that it will not engage in any new competitive business that could conflict with its operations during the control period [3][4] Group 3: Financial Performance and Audit Findings - The company reported significant losses over the past three years, with net profits of -27.34 million, -11.51 million, and -7.08 million respectively [40] - Independent audits have confirmed that there are no instances of false transactions or profit manipulation within the company's financial reports [39][41] Group 4: Regulatory Compliance - The company has not faced any administrative or criminal penalties in the last three years, nor has it been subject to any regulatory measures by the stock exchange or the China Securities Regulatory Commission [38] - There have been no violations regarding the use of funds or external guarantees by the company or its controlling shareholders [37][36]

Core Viewpoint - AnYuan Coal Industry Group Co., Ltd. plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holdings Development Co., Ltd. for an equivalent portion of 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. [1] Group 1 - The transaction will involve a cash adjustment for the price difference between the assets being exchanged [1] - CITIC Securities Co., Ltd. serves as the independent financial advisor for this transaction, conducting due diligence and providing independent verification [1] - The independent financial advisor confirms that there are no substantial discrepancies between their professional opinions and the documents disclosed by the company and the counterparty [1] Group 2 - The disclosure documents meet the required content and format standards [1] - The transaction plan complies with relevant laws, regulations, and guidelines from the China Securities Regulatory Commission and stock exchanges, ensuring the information disclosed is true, accurate, and complete [1] - The independent financial advisor has implemented strict confidentiality measures and internal controls to prevent insider trading and market manipulation [1]

Group 1 - The transaction involves the transfer of 85.5 million shares of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. (accounting for 57% equity) from Jiangxi Jiangtong Holdings Development Co., Ltd. to Anyuan Coal Industry Group Co., Ltd. [1][2] - The transaction is expected to enhance the completeness of the company's assets and will not affect its independence in terms of personnel, procurement, production, sales, and intellectual property [2] - The independent financial advisor believes the transaction complies with the relevant regulations of the "Guidelines for the Supervision of Listed Companies on Major Asset Restructuring" [2]

Company Overview - Anyuan Coal Industry Group Co., Ltd. was approved by the Jiangxi Provincial Government and officially listed on the Shanghai Stock Exchange on July 2, 2002, with stock code 600397 [1][2] - The company has a registered capital of RMB 989,959,882 and is primarily engaged in coal mining, sales of coal and products, material trade, and other related activities [2] Major Asset Restructuring - The company plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holdings Development Co., Ltd. for an equivalent portion of shares in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd., which Jiangtong holds 57% [2][3] - The transaction will involve a cash adjustment for the difference in the transaction prices of the assets being swapped, with the proposed price for the assets to be disposed of at RMB 369.77 million and the assets to be acquired at RMB 368.70 million, resulting in a cash payment of RMB 1.0724 million from Jiangtong to the company [6][7] Financial Reporting - The preparation of the pro forma consolidated financial statements is based on the relevant regulations of the China Securities Regulatory Commission regarding major asset restructuring [5] - The financial statements reflect the company's financial position as of December 31, 2024, and the operating results for the year, assuming the transaction was completed on January 1, 2024 [6][7] Accounting Policies - The company adopts specific accounting policies and estimates based on its operational characteristics, ensuring compliance with relevant accounting standards [8] - The financial statements are prepared using the RMB as the functional currency, and the company follows a 12-month operating cycle for liquidity classification [8][19] Financial Asset Management - Financial assets are classified based on the business model and cash flow characteristics, including those measured at amortized cost and those measured at fair value [22][23] - The company recognizes expected credit losses for financial assets measured at amortized cost and those measured at fair value, applying a general or simplified approach based on credit risk assessments [29][30]

Core Viewpoint - The transaction between Anyuan Coal Industry Group Co., Ltd. and Jiangxi Jiangtong Holdings Development Co., Ltd. is expected to enhance the company's earnings per share, rather than dilute it, following the asset swap [1][2]. Summary by Sections Transaction Overview - Anyuan Coal plans to swap its coal-related assets and liabilities for 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The cash difference will be settled between the parties [1]. Impact on Earnings - Before the transaction, the company's basic earnings per share (EPS) for 2024 was -0.28 yuan/share. After the transaction, the projected EPS is expected to rise to 0.03 yuan/share, indicating an improvement rather than dilution [2]. Measures to Mitigate Dilution Risk - The company has proposed several measures to protect investor interests and enhance sustainable returns: - Strengthening operational management to improve ongoing business capabilities [3]. - Enhancing corporate governance to provide institutional support for development [3]. - Improving profit distribution policies to ensure stable returns for investors [3]. Commitments to Protect Shareholder Interests - The controlling shareholder, Jiangtong Holdings, has committed to maintaining the company's independence and not interfering in its management [4]. - Current directors and senior management have pledged to act in the best interests of the company and its shareholders, ensuring that their actions align with the company's performance and return measures [5]. Independent Financial Advisor's Opinion - The independent financial advisor has concluded that the transaction will not dilute the company's current earnings per share and aligns with regulatory guidelines aimed at protecting minority investors [5].

Group 1 - The transaction involves the exchange of coal-related assets and liabilities held by Anyuan Coal Industry Group Co., Ltd. with 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Jiangtong Holdings Development Co., Ltd. The cash difference will be settled between the parties [1][2] - The independent financial advisor, CITIC Securities Co., Ltd., confirmed that there were no direct or indirect paid engagements of third-party institutions or individuals in this transaction [1][2] - The independent financial advisor conducted a thorough review of the hiring of third-party institutions by the listed company and found that the hiring of the asset evaluation institutions was legal and compliant with the relevant regulations of the China Securities Regulatory Commission [2]

Core Viewpoint - Anyuan Coal Industry Group Co., Ltd. is planning to inject assets related to the entire equity of Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. as part of a significant asset restructuring initiative [1][2]. Group 1: Asset Evaluation - The asset evaluation report was prepared by Shenzhen Pengxin Asset Appraisal Limited, with the evaluation date set for December 31, 2024 [1][2]. - The purpose of the evaluation is to provide a value reference for the economic behavior involved in the asset injection [2]. - The evaluation method employed includes the asset-based approach and the income approach, ultimately selecting the income approach for the final valuation [2]. Group 2: Evaluation Results - The market value of the entire equity of Ganzhou Jinhui as of the evaluation date is to be determined, with the evaluation conclusion typically valid from the evaluation date [2]. - The evaluation report indicates that the financial data used for the assessment has been audited by Zhongxinghua Accounting Firm, which issued an unqualified audit report [2][3]. Group 3: Legal and Ownership Considerations - The evaluation does not consider the impact of any ongoing legal disputes or arbitration on the assessed value [3]. - There are certain properties that have not been fully documented, and the evaluation is based on data provided by the asset management personnel of Ganzhou Jinhui [3][4]. - The report highlights that any changes in asset quantity or pricing standards after the evaluation date may require a re-evaluation by a qualified asset appraisal institution [4]. Group 4: Company Overview - Anyuan Coal Industry Group Co., Ltd. is a state-controlled listed company with a registered capital of approximately 9.9 billion RMB [5]. - Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. is a non-listed company with a registered capital of 150 million RMB, primarily engaged in the development and manufacturing of magnetic separation equipment [5][6].

Group 1 - The company plans to exchange its coal-related assets and liabilities for 8.55 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Jiangtong Holdings Development Co., Ltd. The cash difference will be compensated by one party to the other [1][2] - The company has established an insider information registrant management system in accordance with the Securities Law of the People's Republic of China and relevant regulations [1] - The company has registered the insiders involved in the transaction and reported the list to the Shanghai Stock Exchange in a timely manner [1][2] Group 2 - The company has created a memorandum documenting the transaction's progress, including stages, timelines, participating institutions, and personnel, which has been filed with the Shanghai Stock Exchange [2] - The independent financial advisor has verified that the company's insider information management system complies with relevant laws and regulations [2]

Group 1 - The company, Anyuan Coal Industry Group Co., Ltd., plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for 85.5 million shares of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd., representing a 57% stake [1] - The difference in transaction prices between the assets to be swapped will be compensated in cash by one party to the other [1] - CITIC Securities Co., Ltd. has been appointed as the independent financial advisor for this transaction and has conducted due diligence, providing independent verification of the transaction details [1] Group 2 - The independent financial advisor confirms that there are no substantial discrepancies between its professional opinions and the documents disclosed by the company and the counterparty [1] - The transaction plan complies with relevant laws, regulations, and the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, ensuring that the disclosed information is true, accurate, and complete [1] - Strict confidentiality measures and internal controls are in place to prevent insider trading, market manipulation, and securities fraud [1]

Core Viewpoint - The company intends to exchange its coal-related assets and liabilities for 8.55 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Jiangtong Holdings Development Co., Ltd. The cash difference will be settled between the parties involved in the transaction [1][2]. Group 1: Asset Transactions - The company plans to transfer all assets and liabilities of its subsidiary, Jiangxi Coal Industry Group Co., Ltd. Shangzhuang Coal Mine, to its original controlling shareholder, Jiangxi Energy Group Co., Ltd., for a transfer price of 197.2162 million yuan, based on the assessed value as of May 31, 2024 [1]. - Jiangxi Energy Group will also assume the company's debt of 429.2956 million yuan related to the Shangzhuang Coal Mine. After the transfer, the company will no longer hold any assets or liabilities related to the Shangzhuang Coal Mine [1]. - The transfer constitutes a related party transaction but does not qualify as a major asset restructuring [1]. Group 2: Land Acquisition - The company has agreed to sign a "Land Storage and Ancillary Asset Compensation Agreement" with the Anyuan District Government, involving a total land area of 228.18 acres, with a total price of 35.5496 million yuan, where the land price does not constitute a major asset restructuring [2]. - The independent financial advisor confirmed that there are no other significant asset purchases or sales by the company in the twelve months preceding this transaction, and the aforementioned transactions are unrelated to the current exchange [2].