兴业证券股份有限公司关于厦门钨业股份有限公司收购报告书之2025年第三季度持续督导意见

Core Viewpoint - The acquisition of Xiamen Tungsten Co., Ltd. by Fujian Provincial Industrial Holding Group Co., Ltd. has been completed through the transfer of 80% equity of Fujian Metallurgy, making Fujian Industrial the indirect controlling shareholder of Xiamen Tungsten [1][3][5]. Group 1: Acquisition Process - Fujian Provincial Industrial Holding Group acquired 80% equity of Fujian Metallurgy from the Fujian Provincial State-owned Assets Supervision and Administration Commission, resulting in a 30.90% indirect ownership in Xiamen Tungsten [3][4]. - The acquisition was exempt from making a public offer as it met the criteria outlined in the Acquisition Management Measures [3]. - The completion of the acquisition was officially registered on July 4, 2025, with all necessary documentation filed [2][5]. Group 2: Ongoing Supervision - The financial advisor will monitor the operational status of Xiamen Tungsten from July 1, 2025, to July 4, 2026, ensuring compliance with the regulations during this period [2]. - The financial advisor has confirmed that both the acquirer and the listed company have fulfilled their disclosure obligations regarding the acquisition [6][21]. Group 3: Compliance and Governance - During the supervision period, the governance of the listed company has been found to be compliant with relevant laws and regulations, with no violations detected [6][21]. - The acquirer has made commitments to maintain the independence of the listed company and avoid conflicts of interest, which have been adhered to during the supervision period [8][21]. Group 4: Future Plans - The acquirer has no plans to change the main business operations of Xiamen Tungsten or make significant adjustments within the next 12 months following the acquisition [9][10]. - There are no plans for major asset disposals, mergers, or changes in the board of directors or senior management within the same timeframe [11][12][13]. Group 5: Dividend Policy - The acquirer has not proposed any significant changes to the dividend policy of Xiamen Tungsten, and the company has announced a shareholder return plan for the next three years [17][21].