中信建投证券股份有限公司 关于四川安宁铁钛股份有限公司本次交易 相关内幕信息知情人买卖股票情况的自查报告的核查意见 四川安宁铁钛股份有限公司（以下简称"上市公司"或"安宁股份"）拟以分期 支付现金650,768.80万元的方式，参与攀枝花市经质矿产有限责任公司（以下简 称"经质矿产"）及其关联企业会理县鸿鑫工贸有限责任公司（以下简称"鸿鑫工 贸"）、攀枝花市立宇矿业有限公司（以下简称"立宇矿业"）实质合并重整。本 次交易完成后，上市公司取得经质矿产100%股权，并通过经质矿产持有鸿鑫工 贸、立宇矿业100%股权。 中信建投证券股份有限公司（以下简称"本独立财务顾问"或"中信建投证券"） 接受安宁股份的委托，担任本次交易的独立财务顾问。根据《上市公司重大资产 重组管理办法》《公开发行证券的公司信息披露内容与格式准则第 26 号——上 市公司重大资产重组》《监管规则适用指引——上市类第 1 号》等文件的规定， 本独立财务顾问对安宁股份本次交易相关内幕信息知情人买卖上市公司股票的 情况进行了核查，并发表如下核查意见： 一、本次交易的内幕信息知情人自查期间 本次交易的内幕信息知情人的自查期间为上市公司首次披露重大资产 ...

Macroeconomic Insights - The US GDP growth rate for Q2 2025 increased significantly to 3% due to a rebound in personal consumption income and expenditure, with disposable income rising by 4.3% year-on-year and expenditure by 4.75%[8] - The core PCE price index showed a year-on-year increase of 2.79% in June, indicating persistent inflationary pressures[8] - The US non-farm payrolls added only 73,000 jobs in July, with significant downward revisions to previous months' data, raising concerns about the labor market's strength[23] Market Trends - Major global stock indices experienced declines, with the Shanghai Composite Index down 0.9%, Nikkei 225 down 1.6%, S&P 500 down 2.4%, and Hang Seng Index down 3.5%[7] - Commodity prices showed mixed results, with IPE Brent crude oil futures up 1.7% and COMEX copper down 20.2% due to policy impacts[7] - The dollar index rose by 1% over the week, reflecting a recovery after a rapid decline[7] Investment Strategies - The report emphasizes a focus on long-term investment opportunities in low-inflation environments, particularly in bond assets and high-dividend equities[20] - The ongoing transformation of the Chinese economy is expected to create new investment opportunities, especially in technology and new consumption sectors[42] - The report suggests that the decline in risk-free rates, with long-term government bond yields falling below 2%, will further enhance the attractiveness of equities over fixed-income products[44]

Group 1 - The core viewpoint of the news is that Anning Co., Ltd. (安宁股份) has shown a positive performance in its latest financial results, with significant revenue growth and stable profitability [1][3] - As of August 1, 2025, Anning Co., Ltd. reported a closing price of 29.63 yuan, with a slight increase of 0.07% and a trading volume of 3.80 million shares, amounting to a total transaction value of 1.13 billion yuan [1] - The company's latest quarterly report indicates total operating revenue of 550 million yuan, a year-on-year increase of 23.51%, and a net profit attributable to shareholders of 230 million yuan, reflecting a minimal growth of 0.02% [1] Group 2 - The company has a current liquidity ratio of 4.362 and a quick ratio of 4.298, indicating strong short-term financial health, with a debt-to-asset ratio of 23.09% [1] - Anning Co., Ltd. has made investments in 17 enterprises and participated in 51 bidding projects, showcasing its active engagement in business expansion [2] - The company holds 12 trademark registrations and 88 patents, along with 79 administrative licenses, highlighting its focus on intellectual property and regulatory compliance [2]

Investment Rating - The report maintains a "Buy" rating for the company [5][11]. Core Views - The company plans to acquire Jingzhi Minerals for 6.5 billion CNY, which will significantly increase its ore resource volume. The expected production of titanium concentrate and vanadium-titanium iron concentrate will rise, and the company's performance is anticipated to gradually improve as new mines commence operations [2][11]. - The acquisition is expected to create strong synergies as the newly acquired mine is part of the same mineral vein as the company's existing operations, allowing for collaborative mining efforts [11]. - The company is progressing steadily with its 60,000-ton titanium material project, which will extend its current titanium concentrate business and open new growth opportunities in various applications [11]. Financial Summary - The projected total revenue for 2023 is 1,856 million CNY, with a slight decrease of 7.0% from the previous year. Revenue is expected to grow to 3,325 million CNY by 2027, reflecting a significant increase of 63.2% [4][12]. - The net profit attributable to the parent company is forecasted to be 936 million CNY in 2023, with a decline of 14.5%, but is expected to rise to 1,029 million CNY by 2027 [4][12]. - The earnings per share (EPS) is projected to be 1.98 CNY in 2023, increasing to 2.18 CNY by 2027 [4][12]. Valuation - The target price for the company has been raised to 39 CNY, based on a 20x price-to-earnings (PE) ratio for 2025, which is slightly above the industry average [11][13]. - The current market price is 29.61 CNY, with a market capitalization of 13,976 million CNY [6][11]. Industry Context - The company operates in the metals and mining sector, focusing on titanium concentrate and iron ore, with plans to expand into titanium materials [5][11]. - The report compares the company with peers in the industry, indicating a favorable position due to its resource base and ongoing projects [13].

证券之星消息，7月30日小金属板块较上一交易日下跌2.02%，中钨高新领跌。当日上证指数报收于 3615.72，上涨0.17%。深证成指报收于11203.03，下跌0.77%。小金属板块个股涨跌见下表： | 代码 | 名称 | 主力净流入(元) | 主力净占比 游资净流入(元) | | 游资净占比 散户净流入 (元) | | 散户净占比 | | --- | --- | --- | --- | --- | --- | --- | --- | | 600281 | 华阳新材 | 1030.21万 | 4.79% | -39.21万 | -0.18% | -991.00万 | -4.61% | | 002978 安宁股份 | | -101.99万 | -0.61% | 659.43万 | 3.92% | -557.44万 | -3.32% | | 301026 浩通科技 | | -362.11万 | -4.91% | -383.97万 | -5.20% | 746.08万 | 10.11% | | 600301 | 华锡有色 | -1089.62万 | -5.40% | 684.50万 | 3.39% | 405. ...

Core Viewpoint - Anning Co., Ltd. plans to acquire 100% equity of Jingzhi Mineral through a cash payment of 650,768.80 million yuan, participating in the substantial merger and reorganization of Jingzhi Mineral and its associated enterprises [1][5] Group 1: Transaction Details - The transaction involves a staged cash payment of 650,768.80 million yuan for the acquisition of Jingzhi Mineral, which will become a wholly-owned subsidiary of Anning Co., Ltd. [1] - The court approved the substantial merger and reorganization of Jingzhi Mineral and its associated companies on May 26, 2023, and appointed a management team to oversee the process [1] - The management team will sign the reorganization investment agreement and manage the distribution of funds to creditors or investors based on the reorganization plan [1] Group 2: Financial Status of Target Company - The target company has been in a state of suspension since 2015, resulting in no operating revenue and significant losses [2] - Most of the target company's receivables and other assets have been fully impaired or written off [2] Group 3: Valuation and Financial Impact - The valuation report indicates that the estimated value of Jingzhi Mineral's equity after reorganization is 688,762.28 million yuan, representing an increase of 653,111.13 million yuan in the consolidated financial statements, with a value increase rate of 1,831.95% [5] - The transaction price was determined based on previous bidding results and the synergistic effects between Anning Co., Ltd. and the target company [5] Group 4: Company Financial Data - As of March 31, 2025, Anning Co., Ltd. reported total assets of 1,095,723.90 million yuan and total liabilities of 253,031.11 million yuan, resulting in total equity of 842,692.79 million yuan [6] - The company’s net profit for the first quarter of 2025 was 23,032.30 million yuan, with a total profit of 28,723.03 million yuan [7] Group 5: Shareholder Information - The actual controller of Anning Co., Ltd., Luo Yangyong, holds 28.81% of the company's shares directly and controls a total of 64.83% of the shares through indirect means [5] - The transaction does not involve any changes in share issuance or control of the company [5]

Core Viewpoint - Anning Co., Ltd. plans to acquire 100% equity of three companies, including Panzhihua Jingzhi Mineral and its affiliates, through a cash payment of 6.508 billion yuan, aiming to restructure and consolidate its operations in the vanadium-titanium industry [1][5]. Group 1: Resource Positioning - Jingzhi Mineral's core asset is the Xiaohuiqing Iron Mine in Huili County, which has a mineral resource of 113 million tons and associated TiO₂ reserves of 10.663 million tons [2]. - The Xiaohuiqing Iron Mine is geologically similar to Anning's Panjiatian Iron Mine, providing natural advantages for collaborative mining [2]. - Anning currently has an annual production capacity of 550,000 tons of titanium concentrate and 1.2 million tons of vanadium-titanium iron concentrate, while the Xiaohuiqing Iron Mine has a designed capacity of 2.6 million tons per year, which will significantly enhance Anning's production capacity upon resumption [2]. Group 2: Debt Restructuring - Jingzhi Mineral is facing a debt crisis with a debt-to-asset ratio of 197.46% as of the end of 2021, leading to operational stagnation [3]. - Anning will pay 6.508 billion yuan in three phases as part of the restructuring plan, with the first payment of 3.351 billion yuan due within 30 days of court approval, followed by 1.914 billion yuan within 90 days, and the remaining 896 million yuan within nine months [3]. Group 3: Funding Strategy - Anning's funding for the acquisition includes a combination of equity and debt, with the controlling shareholder providing up to 1 billion yuan in interest-free loans and banks granting a total credit line of 25 billion yuan [4]. - This leveraged acquisition strategy may increase financial pressure, but the company's debt-to-asset ratio is expected to remain within a safe line of 55% [4]. Group 4: Industry Impact - This acquisition is poised to redefine the competitive landscape of the vanadium-titanium industry in Southwest China [5].

Core Viewpoint - Anning Co., Ltd. plans to acquire 100% equity of Jingzhi Mineral and its subsidiaries for 6.508 billion yuan, raising concerns about the high premium and associated risks given its financial situation and past performance [1][3][5]. Group 1: Acquisition Details - The acquisition involves a cash payment of 6.508 billion yuan for Jingzhi Mineral and its subsidiaries, which is significantly higher than Anning's total liquid assets of approximately 4.8 billion yuan as of March 31, 2025 [1]. - Anning previously attempted to acquire Jingzhi Mineral in 2023 but withdrew due to the inflated bidding price, which reached 6.508 billion yuan from an initial 1.738 billion yuan [2][3]. Group 2: Financial Assessment - As of March 31, 2025, Jingzhi Mineral reported a net asset of -3.74 billion yuan, primarily due to substantial liabilities [3]. - The valuation methods used for the acquisition yielded estimated values of 5.2 billion yuan and 6.89 billion yuan, resulting in an extraordinary appreciation rate of 1358.41% and 1831.95% respectively [4]. Group 3: Risks and Concerns - The acquisition faces significant uncertainties regarding the resumption of operations, as Jingzhi Mineral has been inactive since 2015 and requires numerous approvals to restart [8]. - There are no performance guarantees associated with the acquisition, which is atypical for such transactions, especially given the long period of inactivity [9][11]. - The major shareholder's equity is currently frozen due to legal issues, raising concerns about the transfer of ownership [11]. - The declining prices of titanium concentrate further complicate the financial outlook for Jingzhi Mineral, indicating weak downstream demand in the industry [12].

Core Viewpoint - Anning Co., Ltd. plans to acquire 100% equity of Jingzhi Mineral through a cash payment of 6.508 billion yuan, aiming to enhance its resource reserves and operational efficiency despite facing significant financial pressure [1][5][8]. Group 1: Acquisition Details - Anning Co. intends to pay 6.508 billion yuan in cash to acquire Jingzhi Mineral and its associated companies, Hongxin Trade and Liyu Mining, through a restructuring process [1][5]. - The acquisition price reflects a significant premium, as the starting bid for the restructuring was 1.738 billion yuan, with the final bid reaching 6.508 billion yuan, indicating a 274.4% premium [2]. - The transaction is expected to increase Anning Co.'s asset-liability ratio from 23.09% to 47.54% by the end of March 2025 [9]. Group 2: Financial Implications - Anning Co. will face a cash shortfall, as it has approximately 4.253 billion yuan in cash available by March 2025, while the first payment of 3.351 billion yuan is due shortly after the court's approval of the restructuring plan [8]. - The company has secured credit lines exceeding 10 billion yuan from two banks to support the acquisition and related projects [8][9]. - The acquisition is projected to reduce Anning Co.'s net profit from 230 million yuan to 171 million yuan in the first quarter of 2025 due to the financial burden of the acquisition [10]. Group 3: Strategic Rationale - The acquisition is strategically important as Anning Co.'s existing mining operations are adjacent to Jingzhi Mineral's resources, which could mitigate safety risks and enhance operational synergies [7]. - Post-acquisition, Anning Co. aims to increase its proven resource reserves significantly, with Jingzhi Mineral holding 113 million tons of ore resources and 10.663 million tons of TiO2 [7]. - The integration of these assets is expected to streamline operations and reduce potential conflicts between the two mining sites, thereby strengthening Anning Co.'s competitive position [7].

Group 1 - The company announced that shareholder Mr. Luo Hongyou's shares are subject to a pending freeze, affecting 13,801,928 shares, which represents 53.13% of his holdings and 2.92% of the company's total share capital [1] - The total number of shares frozen amounts to 25,980,000, which is 5.50% of the company's total share capital, and this freeze does not impact the control of the company [1] - The freeze is a result of judicial actions from the Sichuan Province Panzhihua Intermediate People's Court [1] Group 2 - The company assures that the information provided is true, accurate, and complete, with no misleading statements or significant omissions [1] - The company emphasizes that the pending freeze will not affect its production operations or corporate governance [1]