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平煤股份: 平煤股份2025年第二次临时股东大会会议资料

Core Viewpoint - The controlling shareholder, China Pingmei Shenma Group, intends to change its commitment regarding the resolution of competition with its subsidiaries, aiming to protect the interests of the company and its shareholders, especially minority shareholders [1][4]. Summary by Sections Commitment Overview - The original commitment involved transferring the entire equity or related assets of several subsidiaries, including Shoushan Chemical, Jingbao Chemical, and others, to the listed company within specified timeframes after the completion of certain projects [1][2]. - The commitment included a timeline of 36 months post-project completion for the transfer of assets, with provisions for third-party transfers if regulatory approvals were not obtained [1][2][3]. Current Status of Competing Assets - The subsidiary, Rufen Technology, has not yet completed its construction and production licensing, delaying the asset transfer timeline [3][4]. - Summer Mine and Liangbei No. 2 Mine have recently obtained production licenses, with asset transfer commitments due by May 29, 2026, and June 27, 2027, respectively [4][6]. - The profitability of the subsidiary, Ruiping Coal Power, has significantly declined, with a projected net profit drop in 2024 compared to 2021, complicating the asset acquisition process [4][8]. Specific Changes to Commitments - The new commitment proposes to entrust the relevant equity to the listed company and close the mines within 12 months after resource depletion, rather than direct asset transfers [5][9]. - The commitment aims to avoid high investment risks associated with acquiring non-quality assets, thereby protecting the interests of the listed company and its investors [5][9]. Reasons for Commitment Changes - The decline in coal market conditions and the poor economic performance of Ruiping Coal Power and Pingyu Coal Power necessitated a reassessment of the original commitments [6][8]. - The remaining recoverable reserves of the Ruiping Coal Power mines are insufficient, and the historical burdens of these assets pose significant risks to the company [8][9]. Impact on the Company - The changes in commitments are expected to facilitate the company's stable development and protect the interests of minority shareholders [9][10]. - The company will enter into a management agreement with the controlling shareholder to address the competition issue, ensuring that the management of the entrusted assets does not adversely affect the company's financial status or operational independence [10][11].