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中国神华: 中信证券股份有限公司关于中国神华能源股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易预案之独立财务顾问核查意见
Zheng Quan Zhi Xing·2025-08-15 15:17

Core Viewpoint - The independent financial advisor, CITIC Securities, has issued a verification opinion regarding China Shenhua Energy Co., Ltd.'s plan to issue shares and pay cash for asset acquisition, highlighting that the audit and evaluation of the assets involved are still ongoing and that the final transaction price will be determined based on the results of these evaluations [1][19]. Summary by Sections Independent Financial Advisor Verification Opinion - The restructuring plan has been prepared in accordance with relevant regulations and has been approved by the company's board of directors [6][7]. - The plan includes significant risk disclosures and outlines the basic information about the company, transaction parties, and estimated transaction pricing [6][9]. Transaction Details - The transaction involves the acquisition of assets from the controlling shareholder, National Energy Group, and its subsidiary, with conditions for the agreement's effectiveness clearly stated [8][13]. - The transaction is classified as a related party transaction, with related directors abstaining from voting during board meetings [13][14]. Risk Factors and Uncertainties - The restructuring plan has adequately disclosed major uncertainties and risks associated with the transaction, including the need for various approvals and the potential for changes in the final transaction price based on asset evaluations [9][19]. - The independent financial advisor has confirmed that there are no false records or misleading statements in the restructuring plan [9][19]. Stock Price Movement - Prior to the suspension of trading on August 4, 2025, the stock price of China Shenhua did not exhibit abnormal fluctuations, with a cumulative price change of less than 20% over the preceding 20 trading days [14][15].