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安源煤业: 中信证券股份有限公司关于安源煤业集团股份有限公司本次交易摊薄即期回报情况及采取填补措施之专项核查意见
Zheng Quan Zhi Xing·2025-06-27 16:47

Core Viewpoint - The transaction between Anyuan Coal Industry Group Co., Ltd. and Jiangxi Jiangtong Holdings Development Co., Ltd. is expected to enhance the company's earnings per share, rather than dilute it, following the asset swap [1][2]. Summary by Sections Transaction Overview - Anyuan Coal plans to swap its coal-related assets and liabilities for 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The cash difference will be settled between the parties [1]. Impact on Earnings - Before the transaction, the company's basic earnings per share (EPS) for 2024 was -0.28 yuan/share. After the transaction, the projected EPS is expected to rise to 0.03 yuan/share, indicating an improvement rather than dilution [2]. Measures to Mitigate Dilution Risk - The company has proposed several measures to protect investor interests and enhance sustainable returns: - Strengthening operational management to improve ongoing business capabilities [3]. - Enhancing corporate governance to provide institutional support for development [3]. - Improving profit distribution policies to ensure stable returns for investors [3]. Commitments to Protect Shareholder Interests - The controlling shareholder, Jiangtong Holdings, has committed to maintaining the company's independence and not interfering in its management [4]. - Current directors and senior management have pledged to act in the best interests of the company and its shareholders, ensuring that their actions align with the company's performance and return measures [5]. Independent Financial Advisor's Opinion - The independent financial advisor has concluded that the transaction will not dilute the company's current earnings per share and aligns with regulatory guidelines aimed at protecting minority investors [5].