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中盐化工: 招商证券关于中盐化工重大资产重组之独立财务顾问报告

Summary of Key Points Core Viewpoint The report outlines the independent financial advisory opinion regarding the major asset restructuring of China Salt Inner Mongolia Chemical Co., Ltd. The restructuring involves a capital reduction of its subsidiary, China Salt (Inner Mongolia) Alkali Industry Co., Ltd., leading to it becoming a wholly-owned subsidiary of China Salt Chemical. Group 1: Transaction Overview - The transaction involves a capital reduction where China Salt Alkali will reduce its capital to its shareholder, Taihu Investment, resulting in Taihu no longer holding any shares in the company [24][25]. - The transaction amount is set at 6.80866 billion yuan [24][25]. - The main business of the target company is the acquisition and development of natural soda ash mining rights [24][25]. Group 2: Impact on the Company - The transaction will not change the main business of the listed company, which is based on salt chemical production, including soda ash and chlorine-alkali industries [11][28]. - The acquisition of the natural soda ash mining rights is expected to strengthen the company's leading position in the soda ash industry and support the transformation and upgrading of traditional industries [11][28]. - The financial indicators of the listed company will not be affected as the target company has not yet commenced operations and has no assets or liabilities [29]. Group 3: Approval and Decision-Making Process - The transaction requires approval from the shareholders' meeting and other necessary regulatory approvals before implementation [13][29]. - The controlling shareholder and its concerted parties have expressed their principle agreement to the restructuring, indicating it will benefit the company's industrial transformation and enhance competitiveness [13][29]. Group 4: Investor Protection Measures - The company will strictly adhere to information disclosure obligations and ensure fair treatment of all investors, particularly minority shareholders, during the transaction process [16][18]. - Independent financial advisors and other intermediaries have been engaged to ensure the fairness and reasonableness of the transaction pricing [15][18]. Group 5: Future Development and Strategy - The company aims to accelerate the development of natural soda ash resources and improve operational efficiency post-acquisition [17][18]. - The restructuring aligns with national economic development requirements and industry policies, supporting the company's strategic focus on enhancing core competitiveness in the soda ash sector [23][24].