证券代码：000888 证券简称：峨眉山A 公告编号：2025-28 峨眉山旅游股份有限公司 关于终止拟收购全资子公司使用募集资金 建成的部分资产的公告 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、收购资产交易概述及进展 峨眉山旅游股份有限公司（以下简称"公司"）分别于 2015 年 7 月 7 日召开第五届董事会第五十三次会议、2015 年 7 月 24 日召开 2015 年第二次临时股东大会，审议通过了《关于拟收购 全资子公司使用募集资金建成的部分资产的议案》，拟收购洪雅 峨眉雪芽茶业有限公司（以下简称"洪雅雪芽公司"）"峨眉雪 芽茶叶生产综合投资项目洪雅雪芽二三期工程"，具体包括在建 工程和对应的土地使用权，同时受让与该等资产有关的洪雅雪芽 公司尚未支付的应付工程款。根据四川天健华衡资产评估有限公 司于 2015 年 6 月 26 日出具的《评估报告》(编号:川华衡评报 〔2015〕74 号)，拟收购资产评估值为人民币 8,414.79 万元，经 双方协商，决定以评估值为参考，最终资产转让价格为:拟收购 资产的账面价值 8,269.40 万元减去 ...

Core Viewpoint - The article discusses the increasing complexity and professional requirements of control acquisitions in the capital market, contrasting asset acquisitions and equity acquisitions, highlighting their differences in transaction structure, risk, tax treatment, and operational continuity [1]. Comparison of Asset Acquisition vs. Equity Acquisition - **Transaction Object**: Asset acquisition involves the assets of the target company, while equity acquisition involves the equity of the target company [1]. - **Transaction Subject**: In asset acquisition, the parties are the acquirer and the target company; in equity acquisition, they are the acquirer and the shareholders of the target company [1]. - **Internal Decision-Making**: Asset acquisition decisions depend on the company's articles of association, while equity acquisition requires notifying other shareholders [1]. - **External Approval**: Asset acquisitions generally do not require approval, whereas equity acquisitions involving foreign or state-owned enterprises do [1]. - **Business Registration Changes**: Asset acquisitions do not involve changes, while equity acquisitions do [1]. - **Property Transfer Registration**: Required for asset acquisitions but not for equity acquisitions [1]. - **Debt Changes**: Asset acquisitions involve changes in debt, while equity acquisitions do not [1]. - **Potential Risks**: Asset acquisitions do not bear the potential risks of the target company, while equity acquisitions do [1]. - **Tax Differences**: Asset acquisitions may incur various taxes, including VAT and income tax, while equity acquisitions are subject to capital gains tax [1]. - **Operational Qualifications**: Asset acquisitions do not enjoy the operational qualifications of the target company, while equity acquisitions do [1]. - **Continuity of Management and Performance**: Asset acquisitions do not ensure continuity, while equity acquisitions do [1]. Control Acquisition Methods - Control acquisitions in A-share listed companies can be categorized into three main types: tender offers, agreement acquisitions, and indirect acquisitions [1]. - **Tender Offer Example**: Guangdong Galanz Home Appliance Manufacturing Co., Ltd. acquired control of Whirlpool, with a tender offer for 46.75 million shares, representing 61% of the total share capital [1]. - **Agreement Acquisition Example**: Xinlinfei Investment Co., Ltd. acquired control of Huichang Communications by signing a share transfer agreement [1]. - **Indirect Acquisition Example**: JD Zhaofeng acquired control of Debon Holdings through a series of share transfers and voting rights arrangements [1]. Course Overview - The article also introduces a course on control acquisitions, covering legal definitions, risk assessments, and various acquisition methods, including real case analyses [12][14].

特别提示： 日披露的《美年大健康产业控股股份有限公司发行股份购买资产暨关联交易预案》 "重大事项提示"及"重大风险提示"章节中，详细披露了公司拟发行股份购买资产 （以下简称"本次交易"）可能存在的风险因素及尚需履行的其他程序，敬请广大 投资者注意投资风险。 买资产暨关联交易预案》披露的风险因素外，公司尚未发现可能导致本次交易中 止、取消或者对本次交易方案作出实质性变更的相关事项，本次交易工作正在有 序进行中。 证券代码：002044 证券简称：美年健康 公告编号：2025-034 公司拟通过发行股份的方式购买交易对方持有的衡阳美年健康体检中心有 限公司 84.00%股权、宁德美年大健康管理有限公司 81.00%股权、烟台美年大健 康体检管理有限公司 75.00%股权、烟台美年福田健康体检管理有限公司 49.00% 股权、武汉美慈奥亚科技管理有限公司 52.81%股权、三明美年大健康管理有限 公司 85.00%股权、肥城美年健康管理有限公司 90.00%股权、南宁美元康健康管 理有限公司 69.86%股权、德州美年大健康体检管理有限公司 84.00%股权、安溪 美年大健康管理有限公司 72.90%股权、连江美年 ...

Group 1 - The company plans to acquire 100% equity of Baiyinhu Coal Power Co., Ltd. from its actual controller, State Power Investment Corporation, through a combination of share issuance and cash payment [2] - The transaction is expected to significantly increase the company's asset scale and business strength, enhancing key financial metrics such as total assets, net assets, and operating income [2] - The issuance price for the shares is set at 15.57 yuan per share, which is not less than 80% of the average trading price over the last 120 trading days prior to the pricing date [2] Group 2 - Prior to the transaction, Baiyinhu Coal Power will transfer its stakes in several companies to State Power Investment Corporation, and a simulated financial report will be prepared based on the transferred asset scope [3] - The projected operating revenues for Baiyinhu Coal Power are 7.362 billion yuan, 11.402 billion yuan, and 2.911 billion yuan for 2023, 2024, and Q1 2025, respectively [3] - The company holds mining rights for the Baiyinhu No. 2 open-pit mine with a coal production capacity of 15 million tons per year, primarily producing lignite [3] Group 3 - Baiyinhu Coal Power has established a comprehensive development model integrating coal, electricity, and aluminum, with a total coal production capacity of 15 million tons per year and 262,000 kilowatts of thermal power capacity [4] - The company benefits from cost advantages in coal and abundant electricity resources, creating synergies in the coal-electricity-aluminum business sector [4] - This integration reduces external coal sales pressure, lowers transportation costs, and minimizes pollution, while also decreasing production energy consumption and costs [4]

Transaction Overview - The company plans to acquire the Silicon Valley SOHO-2 building project located in Changping District, Beijing, for a consideration of RMB 215 million [2][3] - The transaction does not constitute a related party transaction or a major asset restructuring as defined by the relevant regulations [2] - The acquisition was approved unanimously by the company's board of directors during a temporary meeting held on May 15, 2025, and does not require shareholder approval [3][30] Transaction Details - The acquisition involves purchasing the property from Beijing Boxing Zhongye Real Estate Development Co., Ltd., with a total area of 21,759 square meters, resulting in a price of RMB 9,880 per square meter [3][9] - The total estimated cost for the project is RMB 283.49 million, which includes the acquisition price, deed tax, and renovation costs [7] - The property is currently in a vacant state and consists of 415 units, primarily in a rough condition [5][10] Asset Valuation - An appraisal conducted by Beijing Kangzheng Hongji Real Estate Appraisal Co., Ltd. valued the property at RMB 331.13 million, translating to RMB 15,218 per square meter as of March 31, 2025 [8] Impact on the Company - This acquisition is expected to enhance the company's business scale, expand its operational footprint, and strengthen its market development capabilities, aligning with the company's future strategic goals and benefiting all shareholders [10]

Financial Data and Key Metrics Changes - The company reported production of 30,500 barrels of oil equivalent per day, near the top end of guidance, despite unplanned downtime due to freezing weather [7] - Lease operating expenses were below the low end of guidance at $71 million [7] - Adjusted EBITDA was $32.2 million, an increase of 2% compared to the fourth quarter of 2024 [7] - Free cash flow generated was $10.5 million [7] - Total debt decreased from $393 million at year-end 2024 to $350 million at the end of Q1 2025, while net debt reduced from $284 million to $244 million [11] Business Line Data and Key Metrics Changes - The company focused on low-risk acquisitions rather than higher-risk drilling, emphasizing the importance of generating free cash flow and maintaining a solid base of proved reserves [12] - Production from newly acquired fields, West Delta 73 and Main Pass 108, is expected to ramp up significantly in Q2 2025, contributing to overall production growth [12][13] Market Data and Key Metrics Changes - The company added costless collars for natural gas to lock in favorable price ranges for 50,000 MMBtu per day for March 2025 and 70,000 MMBtu per day from April to December 2025 [10] - The regulatory environment has improved under the new administration, which is expected to positively impact the offshore energy industry [15][16] Company Strategy and Development Direction - The company aims to continue focusing on operational excellence and maximizing cash flow potential from its asset base [16] - There is a commitment to profitability and returning value to stakeholders through a consistent dividend policy [8] - The strategy includes pursuing accretive low-risk acquisitions of producing properties [12] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the regulatory changes that will reduce financial assurance costs and improve credit facilities [6][28] - The company anticipates a production increase in Q2 2025, with a midpoint guidance of 34,500 barrels of oil equivalent per day, representing a 13% increase from Q1 2025 [13] - Management highlighted the importance of balancing acquisition opportunities against drilling risks [42] Other Important Information - The company successfully closed a $350 million offering of new second lien notes, which reduced interest rates and improved liquidity [8] - An insurance settlement of $58.5 million related to the Mobile Bay well contributed to enhanced liquidity [10] Q&A Session Summary Question: Confirmation of focus on recompletions and workovers - Management confirmed the current strategy is to focus on recompletions and workovers without plans to drill new grassroots wells due to market volatility [21] Question: Financial impact of the April 8 announcement from the Department of Interior - Management indicated a significant reduction in financial assurance costs, which will positively impact credit facilities and overall financial management [28] Question: Production cadence across quarters - Management provided insights on expected production increases from West Delta 73 and Main Pass 108, with ongoing workovers planned for better weather [30] Question: Opportunities for further asset sales - Management acknowledged the potential for selling other royalty interests, although it is not a primary focus at this time [31] Question: Performance tracking of newly acquired fields - Management confirmed that the new fields are performing as expected, with potential for increased production [38] Question: Liquidity impact from financial assurance changes - Management noted that reduced financial assurance costs would free up liquidity, making acquisitions more feasible compared to drilling [41]

Core Viewpoint - BlackRock is acquiring "undervalued" UK assets [1] Group 1 - The acquisition is part of BlackRock's strategy to capitalize on perceived market inefficiencies in the UK [1] - The focus is on assets that are considered undervalued due to current market conditions [1] - This move reflects BlackRock's confidence in the long-term potential of the UK market despite short-term challenges [1]

贝莱德正在收购"被低估的"英国资产。(智通财经) ...

Financial Data and Key Metrics Changes - The company reported a stable production level of approximately 950 barrels per day, with expectations to increase this by 50% by the end of the year [10][15] - Lease operating expenses (LOE) were reduced from over $800,000 per month to an average of $765,000 in 2024, with a target of around $700,000 per month for 2025 [54][55] - The company aims to cut general and administrative (G&A) expenses significantly in 2025, with a focus on reducing costs related to equity-based compensation and professional fees [31][32][17] Business Line Data and Key Metrics Changes - The company is focusing on the development of the 7 Rivers waterflood, with plans to add 150 waterflood patterns, which are expected to produce about 20 barrels of oil per day per pattern [11][15] - Horizontal drilling potential in the San Andreas formation has been identified, with 50 wells expected to yield 300 to 500 barrels of oil per day [13][30] Market Data and Key Metrics Changes - The company is hedged through 2025 at a price of $70 per barrel or greater, which provides some stability against market fluctuations [25][26] - Oil price volatility remains a concern, impacting revenue and overall market conditions for the company [68] Company Strategy and Development Direction - The company plans to acquire a 10% royalty from the seller for approximately $15 million, which is expected to be a highly accretive transaction [8][16] - Future strategies include focusing on workovers, waterflood expansions, and drilling, with a cautious approach to ensure cost-effectiveness [15][18] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges faced in 2024 but emphasized the importance of infrastructure repairs and upgrades that have stabilized production [16][22] - The outlook for 2025 is optimistic, with expectations of increased oil production and reduced costs, positioning the company for a profitable future [17][62] Other Important Information - The company has made significant progress in cleaning up its balance sheet, including settling liabilities and reducing debt [38][39] - The management team is committed to maintaining a balanced approach to funding, avoiding excessive equity dilution and debt [41][42] Q&A Session Summary Question: What are your largest concerns that might negatively impact your plans? - The largest concern is market volatility, particularly oil prices, which can affect stock prices and overall operations [68][69] Question: How is the stock valued, and is it fully registered when issued? - The stock is valued based on the grant date and trading value, and the shares issued are unregistered [70][71] Question: Are you still working on the workovers wells or is this less of a priority? - Workovers remain a top priority, especially as they are tied to the development of the 7 Rivers project [75][76] Question: What are you doing to negotiate and benchmark parts, pumps, and other goods? - The company conducts thorough bidding processes to ensure the best value for parts and services [79][81] Question: If oil prices recover, will you increase production faster? - The company plans to accelerate workovers and drilling if funding allows, but will do so cautiously [83][86] Question: Is the $52,800,000 revenue sharing funding deal still on track for June 2025 closing? - The lender has indicated that the deal is still on track, but there are concerns about potential oil price drops affecting the final amount [88][90] Question: What is your relationship with drilling permits in New Mexico? - The regulatory environment for drilling permits in New Mexico is improving, with expectations of faster processing times under the new administration [94][96]