天富能源: 恒泰长财证券有限责任公司关于新疆天富能源股份有限公司收购报告书之2025年第1季度持续督导报告

Core Viewpoint - The acquisition of Xinjiang Tianfu Energy Co., Ltd. by China New Energy Group is confirmed, with the transfer of 461,775,740 shares, representing 33.49% of the total share capital, scheduled for completion on April 19, 2024 [2][3]. Group 1: Acquisition Details - China New Energy Group will acquire 461,775,740 shares from Tianfu Group, which will result in China New Energy Group becoming a major shareholder of Tianfu Energy [2]. - The transfer of shares will be officially registered on April 19, 2024, following the completion of the acquisition [2]. - The financial advisor will monitor the operational status of Tianfu Energy for 12 months post-acquisition, starting from December 26, 2023 [3]. Group 2: Operational and Financial Status - During the first quarter of 2025, Tianfu Energy did not engage in any significant investments or major asset purchases [4]. - Routine related transactions were conducted within expected ranges, with necessary internal approval processes followed [4][5]. - The company reported a successful bid for a coal transportation project, with a maximum price of 0.65 yuan per ton per kilometer [4][5]. Group 3: Guarantees and Related Transactions - Tianfu Energy provided guarantees totaling 1.3 billion yuan to its subsidiaries, with necessary approvals obtained from the board and independent directors [6]. - The company has established measures to ensure that any related transactions are conducted at fair market prices and in compliance with legal requirements [12][19]. - The commitments made by Tianfu Group include avoiding new business competition with Tianfu Energy and ensuring that any related transactions do not harm the interests of other shareholders [10][17]. Group 4: Management and Governance - There were no changes in the board of directors, supervisors, or senior management during the reporting period [7]. - The acquisition does not involve any employee placement issues [7]. - Tianfu Group has committed to maintaining the independence of Tianfu Energy's operations and governance structures post-acquisition [13][19]. Group 5: Future Commitments - Tianfu Group has pledged to ensure that no new business competition arises and to prioritize Tianfu Energy in any new business opportunities [10][17]. - The commitments also include measures to reduce and regulate related transactions to protect the interests of Tianfu Energy and its shareholders [18][19]. - Guarantees for existing loans will continue to be provided by Tianfu Group, with new loans being guaranteed by China New Energy Group [20][21].