HENGFENG PAPER(SH:600356) Zheng Quan Zhi Xing·2025-08-29 15:12Summary of Key Points Core Viewpoint The company, Mudanjiang Hengfeng Paper Co., Ltd., is planning to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. through a share issuance, which is expected to enhance its competitive strength and operational capabilities in the paper industry. Group 1: Transaction Overview - The transaction involves the issuance of shares to acquire 100% equity of Jinfeng Paper, with a transaction price of 268.0562 million yuan [10][11]. - Jinfeng Paper specializes in the production and sales of high-grade cigarette paper and related products, which aligns with Hengfeng's core business [15][16]. - The acquisition is expected to create synergies in technology, product offerings, and market reach, enhancing the overall operational efficiency of Hengfeng [16][20]. Group 2: Financial Impact - The total assets of Hengfeng are projected to increase from 347,261.82 million yuan to 391,872.96 million yuan post-transaction, reflecting a 12.85% increase [17]. - The company's liabilities are expected to rise from 82,291.47 million yuan to 100,926.75 million yuan, indicating a 22.65% increase [17]. - The net profit attributable to shareholders is anticipated to decrease from 11,581.97 million yuan to 9,205.61 million yuan, primarily due to increased depreciation and amortization from the fair value assessment of acquired assets [19][20]. Group 3: Shareholding Structure - Post-transaction, Hengfeng's shareholding structure will change, with Hengfeng Group's stake decreasing from 29.93% to 27.00%, while the newly acquired entities will hold 9.81% of the shares [16][20]. - The transaction will not alter the actual control of the company, as Hengfeng Group remains the controlling shareholder [14][20]. Group 4: Regulatory Compliance - The transaction requires approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission before implementation [14]. - Hengfeng has committed to strict compliance with disclosure obligations and has engaged qualified intermediaries to ensure the fairness and legality of the transaction [22][23]. Group 5: Investor Protection Measures - The company will implement measures to protect the rights of investors, particularly minority shareholders, including strict adherence to information disclosure requirements and the establishment of a robust corporate governance structure [22][23]. - A lock-up period for shares acquired through this transaction has been established to safeguard investor interests [22].