公司于 2025 年 9 月 18 日收到深圳证券交易所（以下简称"深交所"）出具的《关于受理 焦作万方铝业股份有限公司发行股份购买资产申请文件的通知》（深证上审〔2025〕169 号）。 深交所依照相关规定对公司报送的本次交易申请文件进行了核对，认为申请文件齐备，决定 予以受理。 本次交易尚需经深交所审核通过以及中国证券监督管理委员会（以下简称"中国证监会"） 同意注册后方可实施。最终能否通过深交所审核，并获得中国证监会同意注册的决定以及通 过审核、获得同意注册决定的时间均存在不确定性。公司将根据该事项的进展情况，按照有 关法律法规的规定和要求及时履行信息披露义务，敬请广大投资者注意投资风险。 关于发行股份购买资产申请文件 获得深圳证券交易所受理的公告 证券代码：000612 证券简称：焦作万方 公告编号：2025-077 焦作万方铝业股份有限公司 关于发行股份购买资产申请文件获得深圳证券交易所受理的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 焦作万方铝业股份有限公司（以下简称"公司"）拟以发行股份的方式购买杭州锦江集团 有限公司等交易对方持有的开 ...

Core Viewpoint - Company intends to acquire 99.4375% equity of Cayman Aluminum (Sanmenxia) Co., Ltd. from Hangzhou Jinjiang Group through a share issuance [1] Group 1 - The Shenzhen Stock Exchange has accepted the application for the asset purchase, confirming that the application documents are complete [1] - The transaction is subject to approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, indicating uncertainty regarding final approval [1] - The company will disclose progress in a timely manner and remind investors to pay attention to risks associated with the transaction [1]

证券日报网讯焦作万方（000612）9月17日在互动平台回答投资者提问时表示，公司股价波动受宏观环 境、市场情绪变化等多种因素影响。如有重大事项，公司将按规定进行公告。 ...

Group 1 - The company, Jiaozuo Wanfang, confirmed that its main products are aluminum liquid, aluminum ingots, and aluminum alloy products, and it does not produce gallium products [2]

Core Viewpoint - The company, Jiaozuo Wanfang, stated on September 17 that it will fulfill its information disclosure obligations in accordance with relevant laws and regulations if there is a change in its office address [2] Group 1 - The company responded to investor inquiries on an interactive platform [2] - The company emphasized its commitment to comply with legal requirements regarding information disclosure [2]

Company Overview - Jiyuan Wanfang Aluminum Co., Ltd. is located in the Ma Village area of Jiyuan City, Henan Province, and was established on November 27, 1996, with its listing date on September 26, 1996 [2] - The company's main business involves aluminum smelting and processing, with revenue composition as follows: aluminum liquid 79.46%, aluminum ingots 8.64%, aluminum alloys 7.66%, and others 4.24% [2] Stock Performance - As of September 16, Jiyuan Wanfang's stock price decreased by 2.07% to 8.51 CNY per share, with a trading volume of 1.06 billion CNY and a turnover rate of 1.03%, resulting in a total market capitalization of 10.146 billion CNY [1] - Year-to-date, the stock price has increased by 35.29%, with a recent decline of 1.39% over the last five trading days and a 7.20% drop over the last 20 days [2] - The stock has appeared on the "Dragon and Tiger List" once this year, with the last occurrence on March 18 [2] Financial Performance - For the first half of 2025, Jiyuan Wanfang achieved a revenue of 3.309 billion CNY, representing a year-on-year growth of 5.34%, while the net profit attributable to shareholders was 536 million CNY, marking a significant increase of 49.06% [2] - The company has distributed a total of 1.759 billion CNY in dividends since its A-share listing, with 405 million CNY distributed over the past three years [3] Shareholder Information - As of June 30, 2025, the number of shareholders increased to 67,100, up by 2.74%, with an average of 17,758 circulating shares per person, a decrease of 2.66% [2] - Among the top ten circulating shareholders, Shenwan Hongyuan Securities Co., Ltd. holds the sixth position with 23.8445 million shares, a decrease of 19,300 shares from the previous period [3] - The Southern CSI 1000 ETF (512100) is a new entrant among the top ten shareholders, holding 8.8403 million shares [3]

Group 1 - The company, Jiaozuo Wanfang, reported that as of September 10, 2025, the total number of shareholders is 67,092 [1]

Core Viewpoint - The company, Jiaozuo Wanfang, has approved a significant acquisition of 99.4375% of the shares of Kaima Aluminum (Sanmenxia) Co., Ltd. for a transaction price of 31.949 billion yuan, aiming to enhance its scale and integrate the upstream and downstream of the industry chain [1][2]. Group 1: Acquisition Details - The acquisition will be executed through a share issuance, with a total transaction value of 31.949 billion yuan [1][2]. - Following the acquisition, Sanmenxia Aluminum will become a subsidiary of Jiaozuo Wanfang, and its assets and operating performance will be consolidated into the company [4][5]. Group 2: Management Changes - A new board of directors has been established, with Yu Xuchun elected as the chairman, bringing extensive experience from various roles in the chemical and aluminum industries [2][3]. - Fu Bin has been appointed as the general manager, possessing a strong background in the non-ferrous metal sector [3][4]. Group 3: Strategic Implications - The acquisition is expected to significantly expand the company's scale and enhance its profitability by integrating the aluminum industry chain from bauxite to aluminum processing [4][5]. - The new management team is anticipated to improve the company's governance structure, allowing for more coherent long-term strategic planning [6].

Core Viewpoint - The company, Jiaozuo Wanfang, has approved a significant acquisition of 99.4375% of the shares of Kai Man Aluminum (Sanmenxia) Co., Ltd. for a transaction price of 31.949 billion yuan, which is expected to enhance its scale and profitability through industry chain integration [1][4]. Group 1: Acquisition Details - The acquisition will be executed through a share issuance, with a total transaction value of 31.949 billion yuan [2]. - Following the acquisition, Sanmenxia Aluminum will become a subsidiary of Jiaozuo Wanfang, allowing for the consolidation of financial data and operational performance [4][5]. Group 2: Management Changes - A new management team has been appointed, with Yu Xuchun elected as the chairman and Fu Bin as the general manager, both bringing extensive experience in the non-ferrous metals industry [2][3]. - The new management is expected to facilitate a smooth integration of the acquired company due to their deep understanding of the industry [4]. Group 3: Strategic Implications - The acquisition is anticipated to significantly increase the company's total assets, net assets, operating income, and net profit, thereby enhancing its sustainable development capabilities [4][5]. - The integration will create a complete aluminum material industry chain, from alumina to electrolytic aluminum and aluminum processing, which is expected to strengthen the company's market competitiveness [5]. Group 4: Governance Structure - The company has been operating without a clear controlling entity, which has affected its long-term strategic planning. The new governance structure post-acquisition is expected to provide clearer direction and stability for future development [5].

Meeting Overview - The meeting was held on September 9, 2025, at 2:30 PM in the company's conference room in Jiaozuo, Henan Province [4][5] - A total of 714 shareholders attended the meeting, representing 192,397,287 shares, which is 16.1380% of the total voting shares [8][10] Proposal Voting Results - The proposal to adjust the transaction plan was approved with 177,049,642 votes in favor, accounting for 92.0229% of the valid votes [15] - The proposal regarding the company's compliance with conditions for issuing shares to purchase assets was approved with 177,117,242 votes in favor, representing 92.0581% of the valid votes [17] - The proposal for the issuance of shares for asset acquisition was approved with 175,379,342 votes in favor, which is 91.1548% of the valid votes [20] - The proposal regarding the types and face value of the shares to be issued was approved with 177,134,342 votes in favor, accounting for 92.0670% of the valid votes [21] - The proposal for the issuance targets was approved with 177,012,382 votes in favor, representing 92.0036% of the valid votes [23] - The proposal regarding the pricing basis and issuance price was approved with 174,047,802 votes in favor, which is 90.4627% of the valid votes [25] - The proposal concerning the transaction amount and payment method was approved with 174,232,702 votes in favor, accounting for 90.5588% of the valid votes [27] - The proposal for the number of shares to be issued was approved with 174,278,502 votes in favor, representing 90.5826% of the valid votes [30] - The proposal regarding the lock-up period for shares was approved with 177,150,142 votes in favor, which is 92.0752% of the valid votes [32] - The proposal for the arrangement of transitional profits and losses was approved with 176,943,742 votes in favor, accounting for 91.9679% of the valid votes [35] - The proposal concerning performance commitments and compensation arrangements was approved with 175,892,902 votes in favor, representing 91.4217% of the valid votes [37] - The proposal for the arrangement of undistributed profits was approved with 175,762,582 votes in favor, which is 91.3540% of the valid votes [39] - The proposal regarding the validity period of resolutions was approved with 177,005,642 votes in favor, accounting for 92.0001% of the valid votes [42] Major Asset Restructuring - The proposal regarding the major asset restructuring and related transactions was approved with 176,830,442 votes in favor, representing 91.9090% of the valid votes [46] - The proposal to sign relevant agreements for the major asset restructuring was approved with 175,823,002 votes in favor, accounting for 91.3854% of the valid votes [48] - The proposal confirming compliance with regulatory requirements for major asset restructuring was approved with 175,864,502 votes in favor, which is 91.4070% of the valid votes [54] - The proposal confirming the restructuring listing conditions was approved with 177,007,942 votes in favor, representing 92.0013% of the valid votes [58]