HENGFENG PAPER(SH:600356) Zheng Quan Zhi Xing·2025-08-29 15:11Core Viewpoint - The report outlines the independent financial advisory opinion regarding Mudanjiang Hengfeng Paper Co., Ltd.'s issuance of shares to acquire assets and related transactions, emphasizing the legality, compliance, and fairness of the transaction for all shareholders [1][2][3]. Summary by Sections Independent Financial Advisor Declaration - The independent financial advisor, Zhongyin International Securities Co., Ltd., confirms no conflict of interest with the transaction parties and asserts the independence of its opinions [1][2]. - The advisor has conducted due diligence and is responsible for the accuracy and completeness of the report [2][3]. Transaction Overview - The transaction involves the issuance of shares to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. for a total price of 268.0562 million yuan [8][10]. - Jinfeng Paper specializes in high-grade cigarette paper and related products, aligning with Hengfeng Paper's core business [12][13]. Financial Impact - The transaction is expected to enhance Hengfeng Paper's production capacity and market presence, particularly in the southwestern region of China, which is crucial for tobacco production [16][17]. - Post-transaction, the total assets of Hengfeng Paper are projected to increase by 12.85%, and total liabilities by 22.65%, indicating a significant impact on the company's financial structure [14][15]. Shareholding Structure - After the transaction, the shareholding structure will change, with Jinfeng Paper and its controlling party holding 9.81% of Hengfeng Paper's shares, while Hengfeng Group's shareholding will decrease from 29.93% to 27.00% [13][17]. Compliance and Approval - The transaction requires approval from relevant regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission, before implementation [11][12]. - The company has adhered to all necessary disclosure obligations and has engaged qualified intermediaries to ensure fairness in the transaction [19][20]. Investor Protection Measures - Hengfeng Paper will implement measures to protect the rights of minority shareholders, including strict adherence to information disclosure requirements and the establishment of a robust governance structure [19][21]. - The company plans to enhance its profit distribution policy to ensure reasonable returns for investors [21][22].