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宝地矿业: 新疆宝地矿业股份有限公司审阅报告(大信阅字[2025]第12-00002号)

Company Overview - Xinjiang Baodi Mining Co., Ltd. was established on November 14, 2001, and was transformed into a joint-stock company in 2013. The company is listed on the Shanghai Stock Exchange with stock code 601121 and operates in the black metal mining industry, primarily producing iron concentrate [1][2]. Restructuring Transaction - The company plans to acquire 82% of Xinjiang Congling Energy Co., Ltd. from Congling Industrial Co., Ltd. and 5% from JAAN INVESTMENTS CO.LTD through a combination of issuing shares and cash payments. Following the transaction, Congling Energy will become a wholly-owned subsidiary of the company [2][4]. - The total amount of funds raised in this transaction will not exceed 560 million yuan, which is 100% of the asset purchase price. The issuance of shares will not exceed 30% of the company's total share capital before the transaction [4][5]. Financial Reporting Basis - The pro forma financial statements are prepared under the assumption that the restructuring is completed on January 1, 2024, and reflect the company's sustainable operations. The financial statements are based on the assumption that the relevant proposals will be approved by the shareholders' meeting and the China Securities Regulatory Commission [7][12]. - The estimated purchase price for the 87% equity stake in Congling Energy is 685.125 million yuan, with 89.375 million yuan paid in cash and 595.75 million yuan through share issuance [7][9]. Important Accounting Policies - The company adheres to the Chinese Accounting Standards, ensuring that the financial statements accurately reflect the financial position and operating results as of March 31, 2025 [14][15]. - The company uses a 12-month operating cycle for asset and liability liquidity classification and recognizes financial instruments based on their cash flow characteristics and management business model [23][29].