HENGFENG PAPER(SH:600356) Zheng Quan Zhi Xing·2025-08-29 15:12Core Viewpoint - The document discusses the response of Zhongyin International Securities Co., Ltd. regarding the review inquiry letter from the Shanghai Stock Exchange concerning the asset acquisition and related party transaction application of Mudanjiang Hengfeng Paper Co., Ltd. The response includes detailed explanations about the transaction's purpose, operational management, and the implications for both companies involved. Group 1: Transaction Purpose and Integration Management - The transaction aims to enhance operational efficiency by acquiring the target company, which has been struggling financially, and integrating its production capabilities with Hengfeng Paper's existing operations [1][2][3] - The target company has a production capacity of 270,000 tons per year and has been underutilized, which the acquisition aims to address by optimizing production distribution [1][2] - The collaboration is expected to align with international tobacco industry trends and increase market share in the international business sector [1][2][3] Group 2: Background and Reasons for the Trust Agreement - The target company has faced long-term operational difficulties, leading to its bankruptcy restructuring in 2012, and has since required external management expertise to improve its situation [4][5] - The partnership with Hengfeng Paper was chosen over other potential partners due to Hengfeng's strong market position and technical capabilities in the tobacco paper sector [5][6] - The trust agreement established a management framework where Hengfeng Paper would oversee the target company's operations, ensuring a structured approach to improving production and sales [6][7] Group 3: Financial and Operational Arrangements - The trust agreement stipulates that Hengfeng Paper will receive 30% of the target company's audited net profit after non-recurring losses as a management fee, incentivizing performance improvement [11][12] - The operational model includes a joint management committee to oversee significant decisions, ensuring that both companies maintain their operational independence while collaborating effectively [10][11] - The pricing model for products produced during the trust period is based on a cost-plus approach, which will transition to a more market-driven pricing strategy post-acquisition [12][14] Group 4: Future Expectations and Market Position - Post-acquisition, the target company is expected to enhance its product pricing power and operational independence, reflecting its strategic value to Hengfeng Paper [18][19] - The acquisition is anticipated to address capacity constraints faced by Hengfeng Paper, allowing for better alignment with market demands and improved profitability [19] - The overall market for specialty paper is expanding, and the acquisition positions Hengfeng Paper to capitalize on this growth by leveraging the target company's production capabilities and geographic advantages [19]