Core Viewpoint - The legal opinion letter confirms that the 2025 Second Extraordinary General Meeting of Shareholders of Sichuan Anning Titanium Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legality and validity of the meeting and its resolutions [1][2][5]. Group 1: Meeting Procedures - The company published the notice for the meeting on August 7, 2025, detailing the time, location, and agenda on the official website [2][3]. - The actual time and location of the meeting matched the details provided in the notice, and the board of directors was qualified to convene the meeting [3][4]. Group 2: Attendance and Voting - A total of 3 shareholders attended the meeting in person, representing 306,000,600 shares, which is 64.9578% of the total share capital [3][4]. - There were 254 shareholders participating via online voting, representing 5,123,386 shares, or 1.0876% of the total share capital [4]. - The voting process combined both on-site and online methods, with results being verified by Shenzhen Securities Information Co., Ltd. [4][5]. Group 3: Voting Results - The resolutions were approved with 309,359,902 votes in favor, accounting for 99.4330% of the valid votes cast [5]. - Among minority investors, 3,359,902 votes were in favor, representing 65.5720% of their valid votes [5].

Meeting Details - The annual general meeting was held on August 22, 2025, with both on-site and online voting options available [1] - A total of 257 participants attended the meeting, representing 311,123,986 shares, which is 1.0877% of the total voting shares [1] Voting Results - The proposal to amend the company's articles of association was approved with 309,359,902 votes in favor, accounting for 99.4330% of the valid votes cast [2] - Among minority shareholders, 3,359,902 votes were in favor, representing 65.5720% of their valid voting shares [2] Legal Opinion - The legal opinion provided by Beijing Zhongyin (Chengdu) Law Firm confirmed that the meeting was convened and conducted in accordance with legal and regulatory requirements [2]

关于非独立董事辞职暨选举职工代表董事的公告 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、误导性陈述或者重大遗漏。 一、非独立董事辞职情况 四川安宁铁钛股份有限公司（以下简称"公司"）非独立董事刘玉强先生近日 因个人原因辞去公司董事职务，辞去上述职务后，刘玉强先生在公司担任高级顾 问职务。刘玉强先生原定任期为 2023 年 9 月 11 日至 2026 年 9 月 10 日。截至本 公告披露日，刘玉强先生未持有公司股份，亦不存在应当履行而未履行的承诺事 项。刘玉强先生在担任公司董事期间恪尽职守、勤勉尽责，董事会对其在公司任 职期间所做出的贡献表示感谢。 二、职工代表董事选举情况 根据《中华人民共和国公司法》《深圳证券交易所股票上市规则》《深圳证 券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等法律法规、 规范性文件以及《公司章程》的相关规定，公司于 2025 年 8 月 16 日召开了职工 代表大会，经全体与会职工代表表决，选举何秋伶女士（简历详见附件）为第六 届董事会职工代表董事，任期自公司 2025 年第二次临时股东大会审议通过《关 于修订<公司章程>及其附件 ...

证券代码：002978 证券简称：安宁股份 公告编号：2025-060 四川安宁铁钛股份有限公司 2025年第二次临时股东大会决议公告 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、误导性陈述或者重大遗漏。 特别提示： 1、本次股东大会不存在否决议案的情形，本次股东大会不涉及变更前次股 东大会决议的情形。 2、本次股东大会对中小投资者的表决单独计票。 一、会议召开和出席情况 （一）会议召开情况 1、会议届次：2025 年第二次临时股东大会 2、会议召开时间： （1）现场会议时间：2025 年 8 月 22 日 15:00； （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时 间为：2025 年 8 月 22 日上午 9:15—9:25，9:30-11:30，下午 13:00-15:00；通过深 圳证券交易所互联网投票系统投票的具体时间为：2025 年 8 月 22 日 9:15—15:00 任意时间。 3、会议召开地点：四川省攀枝花市米易县安宁路 197 号公司办公楼会议室。 4、会议召开方式：现场表决与网络投票相结合的方式。 5、会议召集人：公司董事会。 6、会议 ...

北京中银（成都）律师事务所关于四川安宁铁钛 股份有限公司 2025 年第二次临时股东大会的 成都中银（2025）第 02 号 2025 年 8 月 www.zhongyinlawyer.com 1 北京中银（成都）律师事务所 关于四川安宁铁钛股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：四川安宁铁钛股份有限公司 北京中银（成都）律师事务所（以下简称"本所"）接受四川安宁铁钛股份 有限公司（以下简称"公司"）的委托，根据《中华人民共和国证券法》（以下 简称《证券法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国 证券监督管理委员会《上市公司股东会规则》（以下简称《股东会规则》）等有 关法律法规以及《四川安宁铁钛股份有限公司章程》（以下简称《公司章程》） 的有关规定，指派律师黄红娟、方磊出席公司 2025 年第二次临时股东大会（以 下简称"本次股东会"）并就本次股东会的相关事项发表意见。 为出具本法律意见书，本所律师审查了本次股东会的相关资料，查阅了本所 律师认为出具本法律意见书所必须查阅的文件，并对有关问题进行了必要的核查 和验证。本所律师仅对本次股东会的召集、召开程序、出席会议人员 ...

Core Insights - The overall activity level of the A-share merger and acquisition market in China has slightly decreased, characterized by high frequency, diverse participants, and broad sectors [1] - A total of 80 merger and acquisition events were disclosed during the period, with a total transaction amount of 601.88 billion RMB, showing a significant increase in both the number and value of major M&A events compared to the previous period [2] - The real estate management and development, other metals and mining, semiconductor products, electronic equipment, instruments and components, electrical equipment, and automotive parts sectors are particularly active in M&A activities [2][3] - Private enterprises and local state-owned enterprises are actively engaging in horizontal integration and strategic cooperation, indicating diverse motivations for mergers and acquisitions [1][2] - The M&A market is expected to further release integration and value reconstruction potential, supported by regulatory policy optimization, economic recovery, policy encouragement, and capital market reforms [1] M&A Market Overview - The number of major M&A events in the A-share market increased by 60% compared to the previous period, with a total disclosed transaction amount of 601.88 billion RMB, representing a 187.97% increase [2] - Key sectors for M&A activities include real estate management and development, other metals and mining, semiconductor products, electronic equipment, instruments and components, electrical equipment, and automotive parts [2] - The market is entering a new phase characterized by "efficiency improvement + structural optimization," driven by policy and proactive corporate adjustments [2] Listed Companies' M&A Plans - A total of 44 listed companies announced or planned M&A activities, with an average stock price fluctuation of 7.53% over two weeks [2] - 22 companies made significant progress after announcing M&A plans, with an average stock price fluctuation of 3.76% [2] - The number of major restructuring events increased by 60% compared to the previous period, with research enthusiasm rising by 11.54% [2] Companies with Significant Progress - Companies such as Yunnan Cheng Investment and AnYuan Coal Industry have made notable advancements in their M&A plans, with various strategic objectives including asset adjustments and diversification [10][11] - The progress of these companies reflects a broader trend of active restructuring and strategic realignment within the A-share market [10][11] Market Sentiment and Performance - The restructuring index showed a fluctuation of 5.10% over the two-week period, indicating a positive sentiment in the M&A market [12] - The average price-to-earnings (PE) ratios and market values of companies involved in M&A activities vary significantly, reflecting diverse market conditions and investor sentiments [7][8]

Market Overview - The Shanghai Composite Index closed at 3766.21 points, above the six-month moving average, with an increase of 1.04% [1] - The total trading volume of A-shares reached 24,484.14 billion yuan [1] Stocks Breaking Six-Month Moving Average - A total of 93 A-shares have surpassed the six-month moving average today [1] - Notable stocks with significant deviation rates include: - Xi'an Catering (9.78%) - Fuyao Glass (9.01%) - Sunrise Orient (6.98%) [1] Stocks with Small Deviation Rates - Stocks with minor deviation rates that just crossed the six-month moving average include: - Rui Ming Technology - Fengle Seed Industry - ST Zhongdi [1] Performance of Selected Stocks - Xi'an Catering: - Price change: +10.06% - Turnover rate: 11.89% - Latest price: 9.85 yuan - Deviation rate: 9.78% [1] - Fuyao Glass: - Price change: +10.01% - Turnover rate: 2.85% - Latest price: 61.35 yuan - Deviation rate: 9.01% [1] - Sunrise Orient: - Price change: +10.02% - Turnover rate: 9.10% - Latest price: 10.76 yuan - Deviation rate: 6.98% [1]

Core Viewpoint - Anning Co., Ltd. (002978.SZ) responded to the Shenzhen Stock Exchange's inquiry regarding the funding sources and payment arrangements for a significant asset purchase valued at 650,768.80 million yuan [1] Funding Sources and Payment Arrangements - The company will pay a total of 369,829.54 million yuan to acquire 100% equity of the target company, with the equity transfer contingent upon the payment [1] - Prior to the transfer of equity, the target company's investors will not be able to access the equity value [1] - The payment for the transaction will be made to the administrator's account, ensuring that the funds are managed and supervised by the administrator and the court, preventing issues with equity transfer after full payment [1] Financial Position - As of August 12, 2025, the company reported available funds of 3.26 billion yuan, with anticipated merger loans not exceeding 3 billion yuan and shareholder loans not exceeding 1 billion yuan [1] - The company has accounted for its daily operational funding needs through self-owned funds, merger loans, and shareholder loans, estimating a total available scale exceeding the required payment for the restructuring investment of approximately 1 billion yuan, thus leaving room for daily funding needs [1]

Core Viewpoint - Sichuan Anning Iron Titanium Co., Ltd. plans to acquire 100% equity of Jingzhi Mining and its related companies through a cash payment of 650,768.80 million yuan, aiming for a substantial merger and restructuring [1][2]. Group 1: Transaction Details - The transaction price of 650,768.80 million yuan is based on the previous auction price from Wenzhou Yingsheng Industrial Co., Ltd. and considers the synergy between the companies [2][6]. - The payment schedule includes three installments: 335,075.78 million yuan within 30 days, 191,417.66 million yuan within 90 days, and 89,521.60 million yuan within nine months after the court's approval of the restructuring plan [2][3]. - The company has already paid a deposit of 34,753.76 million yuan, which will be part of the restructuring investment [8]. Group 2: Financial Arrangements - The company plans to fund the transaction through self-owned funds, acquisition loans, and shareholder loans, with an expected total funding capacity exceeding 1 billion yuan [8][10]. - The company has maintained strong short-term solvency, with liquidity ratios of 3.92, 4.86, and 4.36 in recent periods, indicating a solid financial position [10]. - The company has received support from banks for acquisition loans, with expected interest rates lower than the market average [11]. Group 3: Asset Evaluation - The evaluation of Jingzhi Mining's 100% equity used both asset-based and income approaches, with asset-based valuation at 519,941.24 million yuan and income valuation at 688,762.28 million yuan, showing significant value appreciation [19][21]. - The evaluation of the mining rights indicates a substantial increase in value, with a current assessment of 350,576.51 million yuan, reflecting a 1,096.15% increase from the book value [46]. Group 4: Strategic Benefits - The acquisition is expected to enhance the company's resource reserves significantly, with the potential for further exploration in surrounding areas [14][16]. - The merger will help mitigate safety risks associated with adjacent mining operations and streamline production processes [15][16]. - The company aims to leverage its extensive mining experience to maximize the operational efficiency of the acquired assets, thereby enhancing overall economic benefits [16][17].

Meeting Overview - The company will hold a shareholder meeting on September 4, 2025, to discuss a major asset restructuring plan [1][2] - The meeting will include both on-site and online voting options for shareholders [1][6] Shareholder Rights - All ordinary shareholders registered by August 28, 2025, have the right to attend the meeting and can appoint proxies to vote on their behalf [2][5] - The meeting will also be attended by the company's directors, supervisors, senior management, and appointed lawyers [2] Agenda Items - The agenda includes several proposals related to the major asset restructuring, which require a two-thirds majority approval from attending shareholders [4][10] - Specific proposals include compliance with legal regulations, asset purchase plans, and evaluations of the restructuring process [4][10] Voting Procedures - Shareholders can vote either in person or through the Shenzhen Stock Exchange's online voting system [1][6] - Detailed voting procedures and requirements for registration are provided, including necessary documentation for both individual and corporate shareholders [5][6] Documentation and Transparency - The company will disclose the voting results separately for minority investors, ensuring transparency in the decision-making process [5] - Relevant documents and reports related to the restructuring will be made available for shareholders to review [4][10]