


Core Viewpoint - The company intends to exchange its coal-related assets and liabilities for 8.55 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Jiangtong Holdings Development Co., Ltd. The cash difference will be settled between the parties involved in the transaction [1][2]. Group 1: Asset Transactions - The company plans to transfer all assets and liabilities of its subsidiary, Jiangxi Coal Industry Group Co., Ltd. Shangzhuang Coal Mine, to its original controlling shareholder, Jiangxi Energy Group Co., Ltd., for a transfer price of 197.2162 million yuan, based on the assessed value as of May 31, 2024 [1]. - Jiangxi Energy Group will also assume the company's debt of 429.2956 million yuan related to the Shangzhuang Coal Mine. After the transfer, the company will no longer hold any assets or liabilities related to the Shangzhuang Coal Mine [1]. - The transfer constitutes a related party transaction but does not qualify as a major asset restructuring [1]. Group 2: Land Acquisition - The company has agreed to sign a "Land Storage and Ancillary Asset Compensation Agreement" with the Anyuan District Government, involving a total land area of 228.18 acres, with a total price of 35.5496 million yuan, where the land price does not constitute a major asset restructuring [2]. - The independent financial advisor confirmed that there are no other significant asset purchases or sales by the company in the twelve months preceding this transaction, and the aforementioned transactions are unrelated to the current exchange [2].