Zheng Quan Zhi Xing·2025-08-19 11:09Core Viewpoint - The report outlines the independent financial advisory opinion regarding the major asset acquisition by Sichuan Anning Titanium Iron Co., Ltd., emphasizing the transaction's compliance with relevant regulations and its potential impact on the company's operations and financials [1][2][3]. Group 1: Transaction Overview - The company plans to pay a cash consideration of 650,768.80 thousand yuan to acquire 100% equity of Panzhihua Jingzhi Mining Co., Ltd. and its subsidiaries, which are currently undergoing a substantial merger and restructuring [7][8]. - The main business of Jingzhi Mining involves the mining, washing, and sales of vanadium-titanium magnetite, with primary products being vanadium-titanium iron concentrate and titanium concentrate [7]. Group 2: Financial Impact - The transaction is expected to enhance the company's resource reserves, business scale, market share, and profitability, aligning with its strategic goal of integrating resources and extending the industrial chain [8][9]. - Post-transaction, the company's total assets are projected to increase from 1,095,723.90 thousand yuan to 1,545,532.51 thousand yuan, while total liabilities will rise from 253,031.11 thousand yuan to 734,722.75 thousand yuan [10][12]. - The net profit is anticipated to decrease from 23,032.30 thousand yuan to 17,110.90 thousand yuan due to the current loss-making status of the acquired companies, but profitability is expected to improve once operations resume [12][17]. Group 3: Regulatory Compliance and Governance - The independent financial advisor has confirmed that the transaction complies with legal and regulatory requirements, ensuring that the disclosed information is truthful, accurate, and complete [2][3]. - The company's major shareholders and management have committed to not reducing their shareholdings during the transaction process, ensuring stability in governance [13][14]. Group 4: Investor Protection Measures - The company has engaged qualified independent financial, legal, auditing, and evaluation firms to ensure fair and reasonable pricing of the transaction [14][16]. - A network voting platform will be provided for shareholders to participate in the decision-making process regarding the transaction, enhancing transparency and accessibility [15][16].