Group 1 - The controlling shareholder, China Pingmei Shenma Group, plans to change the commitment made on June 7, 2022, regarding the resolution of the same industry competition [1] - The original commitment involved transferring relevant assets to the listed company or its subsidiaries within a certain period, now proposed to change to entrusting relevant equity to the listed company and closing related mines within 12 months after resource depletion [1] - The second original commitment involved Pingyu Coal Power and its managed Jing Sheng Coal Industry, with a promise to propose a purchase proposal within 36 months after meeting the injection conditions, now also proposed to change to entrusting relevant equity to the listed company and closing related mines within 12 months after resource depletion [1]

| 证券代码：000736 | 证券简称：*ST | 中地 公告编号：2025-058 | | --- | --- | --- | | 债券代码：149610 | 债券简称：21 | 中交债 | | 债券代码：148385 | 债券简称：23 | 中交 04 | | 债券代码：148551 | 债券简称：23 | 中交 06 | | 债券代码：134164 | 债券简称：25 | 01 中交 | | 债券代码：133965 | 债券简称：25 | 中交 02 | | 债券代码：134197 | 债券简称：25 | 03 中交 | 中交地产股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 一、放弃商业机会概述 本项议案尚需获得股东大会的批准，与该关联交易有利害关系的 关联人将回避表决。 二、商业机会介绍 厦门市集美区 J2025P01 号嘉庚科艺城地块项目土地面积 10.86 万平方米，土地用途为商住用地，计容建筑面积约 17.40 万平方米， 项目挂牌起始价为 206,700 万元。 三、关联方基本情况 名称：中交房地产集团有限公司 中交地产股份有 ...

）将对该项目进行后续开发建设，地产集团与中交地产将签 订代为业务培育协议，约定在该项目条件成熟时再由公司决定是否行 使优先收购权。 中交地产股份有限公司第十届董事会 独立董事专门会议 2025 年第二次会议审核意见 根据《上市公司独立董事管理办法》 通过认真审阅中交地产提供的相关资料，独立董事对本项议发表 以下审核意见：在公司放弃该项目商业机会行为后地产集团参与该项 目符合其有关避免同业竞争的承诺；采取代为业务培育的方式，符合 监管机构关于推动国有股东与所控股上市公司解决同业竞争的有关 规定；考虑到公司实际状况，在现阶段放弃此次商业机会，有利于公 司稳健经营，对公司财务状况和经营成果无重大影响，没有损害公司 利益或中小股东利益的情况。 、《深圳证券交易所股票上市规 则》、中交地产股份有限公司（以下简称"中交地产"） 《独立董事工 独立董事同意将本项关联交易议案提交公司董事会审议。 独立董事： 刘洪跃、唐国平、谭敬慧 作制度》等有关规定，中交地产独立董事于 2025 年 5 月 19 日召开了 第十届董事会独立董事专门会议 2025 年第二次会议，独立董事本着 实事求是、认真负责的态度，基于独立判断的立场，对中 ...

Group 1: Company Overview and Financial Performance - The company, Shandong Hengbang Smelting Co., Ltd., has a registered gold reserve of 150.38 tons, with 75 tons located in the Liaoshang Gold Mine [2] - In 2024, the company reported a revenue of CNY 956,585,166.29 from metals including zinc, antimony, bismuth, and selenium [14] - The average sales price of sulfuric acid in 2024 was CNY 131.81 per ton, with Q1 2025 averaging CNY 285.37 per ton [14] Group 2: Operational Challenges and Developments - The expansion of the Liaoshang Gold Mine is progressing slowly due to various reasons, with no specific timeline provided for resolution [3] - The integration of Qixia Jinxing is also facing delays, with the company working on measures and a timeline to address the issues [3] - The company has invested CNY 155,568.14 million in the multi-metal project, with a progress rate of 71.04% as of December 31, 2024 [5] Group 3: Shareholder Concerns and Corporate Governance - There are ongoing concerns regarding the competition issue with the controlling shareholder, Jiangxi Copper, particularly regarding the unfulfilled asset injection commitment made six years ago [4] - The company has communicated with the controlling shareholder about the transfer of mining rights, which is crucial for resolving the competition issue [8] - As of May 9, 2025, the number of shareholders is reported to be 46,938 [14] Group 4: Future Projections and Strategic Plans - The company is expected to achieve a revenue and profit increase in 2025, although specific percentage targets were not disclosed [4] - The Liaoshang Gold Mine is projected to commence production in 2027, subject to various regulatory and construction factors [11] - The company is exploring options for the gradual divestment of its long-term holdings in the Hong Kong-listed Wan Guo Gold project, which has not met expectations for stable raw material supply [3]

Group 1: Company Restructuring and Asset Management - The company currently has no restructuring plans but will disclose any future developments as required [2] - The transfer of all equity interests in Zhonglin (Xiong'an) Bioenergy Technology Group has been pre-listed on the Beijing Property Exchange, and the company is actively seeking a buyer [2][3] - The major shareholder is working on strategic restructuring to clarify responsibilities and avoid competition with the listed company [3][4] Group 2: Shareholder Commitments and Market Management - The major shareholder has committed to eliminating competition through various means, including asset injection and restructuring [3][4] - The management is focused on enhancing market value through internal improvements, governance optimization, and investor relations management [3][5] - The commitment to resolve competition issues is still within the promised timeframe, with no indication of extension [4] Group 3: Financial Performance and Cost Management - The company received a prepayment of 90 million yuan related to land sales, but this amount has not yet been recognized as revenue due to accounting standards [4] - In 2025, the company aims to enhance efficiency and reduce costs by focusing on core business areas and implementing various technological improvements [5] - Specific measures include promoting forest management sustainability and optimizing organizational structure to improve profitability [5]

Group 1: Financial Performance - The company achieved profitability in Q1 2025 due to a rebound in certain rare earth product prices and strategic adjustments in sales, resulting in a year-on-year increase in operating profit [2][3] - The overall trend for rare earth product prices in Q1 2025 showed an upward movement, contrasting with a rapid decline in the first quarter of 2024 [3] Group 2: Market Outlook - Rare earth product prices are influenced by supply and demand dynamics, with expectations of increased demand from major global powers as applications expand [3] - The company maintains a cautiously optimistic outlook on the mid to long-term market trends for rare earths, supported by the implementation of the "Rare Earth Management Regulations" [3] Group 3: Strategic Focus - The company is focused on strengthening its position in the rare earth industry, with plans for resource expansion and potential downstream integration, subject to disclosure standards [3][4] - A comprehensive market value management system has been established to enhance investor relations and maximize shareholder value [3] Group 4: Competitive Landscape - The actual controller, China Rare Earth Group, is fulfilling its commitment to avoid competition within the same industry, while the company actively collaborates on resolving competitive issues [4][5] - The company is exploring opportunities for mergers and acquisitions to enhance its market position and operational efficiency [5] Group 5: Product Portfolio - The company's main products include rare earth minerals and oxides, specifically mixed rare earth carbonates and various oxides such as terbium and dysprosium [5]

中航证券有限公司 关于 蜀道投资集团有限责任公司 要约收购 四川宏达股份有限公司 之 二〇二五年五月 第一节 释义 《中航证券有限公司关于蜀道投资集团有限责任公司 本意见、本持续督导意见 指 要约收购四川宏达股份有限公司之 2025 年一季度持续 督导意见》 本持续督导期 指 2025 年 1 月 1 日至 2025 年 3 月 31 日 蜀道集团参股公司天府春晓受让蓉城 51 号集合资金信 托计划等 10 个信托计划合计共 93.15%的信托受益权， 本次要约收购/本次收购 指 进而间接控制名嘉百货信托计划所持有的上市公司 报告书、 《要约收购报告书》 指 《四川宏达股份有限公司要约收购报告书》 宏达股份、上市公司 指 四川宏达股份有限公司 收购人、蜀道集团 指 蜀道投资集团有限责任公司 宏达实业、一致行动人之一 指 四川宏达实业有限公司 天府春晓、一致行动人之二 指 四川天府春晓企业管理有限公司 一致行动人 指 天府春晓、宏达实业 四川发展 指 四川发展（控股）有限责任公司 四川省国资委 指 四川省政府国有资产监督管理委员会 四川信托 指 四川信托有限公司 蓉城 51 号集合资金信托计 四川信托有限公司— ...

Core Viewpoint - Hubei Yihua is progressing with the acquisition of Xinjiang Yihua Chemical Co., aiming to increase its stake from 35.597% to 75% through the purchase of 100% equity in Yichang Xinfai Industrial Investment Co., which holds the stake in Xinjiang Yihua [1][3][5] Group 1: Acquisition Details - Hubei Yihua plans to pay 3.208 billion yuan for the acquisition [1] - The company is currently organizing intermediary institutions to conduct audits and due diligence for the transaction [1] - Upon completion, Xinjiang Yihua will become a wholly-owned subsidiary of Hubei Yihua, enhancing its control over the company [1][3] Group 2: Background of Xinjiang Yihua - Xinjiang Yihua, established in March 2010, was previously a significant subsidiary of Hubei Yihua, focusing on PVC, caustic soda, and urea [2] - The company faced operational challenges due to a safety incident in 2017, leading to a significant loss and asset impairment [2] - After restructuring and improving safety management, Xinjiang Yihua has recovered and improved its asset quality and profitability [2] Group 3: Industry Position and Competition - Hubei Yihua is a comprehensive chemical enterprise with a strong market presence in urea, diammonium phosphate, and PVC, contributing over 70% of its revenue [3] - The acquisition will resolve the existing competition between Hubei Yihua and Xinjiang Yihua, benefiting the company's development and protecting shareholder interests [4] Group 4: Strategic Benefits - The acquisition will enhance Hubei Yihua's chemical industry chain layout and improve asset quality and profitability [5] - Xinjiang Yihua's location in a resource-rich area provides a natural cost advantage for its operations [5] - The integration of Xinjiang Yihua with Hubei Yihua's existing subsidiaries in the region will foster synergy and improve overall competitiveness [5]

Core Viewpoint - The supplementary legal opinion outlines the compliance of Sichuan Hongda Co., Ltd.'s stock issuance to specific targets, particularly focusing on the shareholding structure and the use of raised funds for debt repayment and working capital replenishment [1][2][3]. Group 1: Stock Issuance and Shareholding - The stock issuance is directed towards the controlling shareholder, Shudao Group, which will increase its shareholding from 31.31% to 47.16% post-issuance [3][4]. - Shudao Group has committed to a lock-up period of 36 months for the newly acquired shares, complying with relevant regulations [5][6]. - The lock-up period for shares held prior to the issuance is set at 18 months, also meeting regulatory requirements [7]. Group 2: Fund Utilization - The raised funds amounting to approximately 1.505 billion yuan (150,541.69 million) are intended for repaying debts related to Jinding Zinc Industry, which is linked to the company's original main business [10][12]. - The debts from Jinding Zinc Industry arose from a court ruling confirming the invalidity of the company's 60% equity stake in Jinding Zinc, resulting in a repayment obligation of approximately 637.39 million yuan [8][10]. - The funds will also be used to alleviate the financial burden on the company, which has a high debt ratio of 82.87% as of the reporting period [11][12]. Group 3: Legal Compliance and Risk Management - The legal opinion confirms that the stock issuance and the associated lock-up periods comply with the Securities Law and relevant regulations [13][24]. - The company has resolved all debts related to the Jinding Zinc contract dispute, and the previously frozen assets are no longer subject to disposal or sale, having been released from restrictions [22][24]. - The company has successfully claimed its rights in the bankruptcy proceedings of Hongda Group, confirming no other debt disputes exist [15][24].

Core Viewpoint - Western Gold (601069.SH) plans to acquire 100% equity of Xinjiang Meisheng from its controlling shareholder, Xinjiang Nonferrous, to eliminate potential competition and enhance the company's independence [1][3][4]. Group 1: Acquisition Details - The acquisition will be financed through the company's own funds and loans, making Xinjiang Meisheng a wholly-owned subsidiary of Western Gold upon completion [1][3]. - Xinjiang Meisheng owns the Katerbaasu gold-copper polymetallic mine project, which has a proven ore reserve of 25.67 million tons, including 7.87 tons of gold resources [1][5]. - The project is expected to achieve a production scale of 4,000 tons per day, with an annual output of 120,000 tons of ore and approximately 3.3 tons of gold, projected to commence production in the second half of 2025 [5]. Group 2: Financial Performance - In 2024, Western Gold achieved a record revenue of approximately 7 billion yuan, a year-on-year increase of 56.68%, with net profit turning positive at 290 million yuan [7]. - The company produced 9.59 tons of gold in 2024, exceeding its annual target by 5.37%, and experienced significant growth in revenue across its gold, manganese, and beryllium segments [6][7]. - The revenue from the gold segment reached 5.506 billion yuan, up 77.84% year-on-year, with a gross margin of 7.36%, an increase of 11.11 percentage points [6].